Directors Report of Foods & Inns Ltd.

Mar 31, 2025

The Directors present their report on the financial performance, business and operations of the Company for the year ended
March 31,2025.

1. FINANCIAL RESULTS

The highlights of the financial performance for the year gone by and its comparison with previous year are given below:

Standalone			Consolidated
J	FY 2024-25 |	FY 2023-24	FY 2024-25 |	FY 2023-24
Total Income	98,688.32	1,00,505.43	1,00,461.69	1,02,683.01
Profit Before Depreciation, Cost of Finance and Tax (PBDIT) inclusive of other Income	13,047.37	12,598.26	12,884.65	12,704.82
Finance Cost	5,780.33	4,547.69	5,815.29	4,611.62
Depreciation	2,050.46	1,629.39	2,072.07	1,640.06
Profit before share of profit/(loss) from Associate/ Joint venture and exceptional items	5,216.58	6,421.18	4,997.29	6,453.14
Share of profit/(loss) from Joint Venture and Associates	-	-	(19.16)	(12.54)
Profit before exceptional items and tax	5,216.58	6,421.18	4,978.13	6,440.60
Tax Expenses	782.98	2,750.68	785.77	2,768.55
Net Profit for the year	4,433.60	3,670.50	4,192.36	3,672.05
Other Comprehensive Income/ (Loss) (OCI) (net of taxes)	(43.65)	1.29	(43.92)	1.04
Appropriations
Transfer to General Reserves	-	-	-	-
Balance carried to Balance sheet	4,389.95	3,671.79	4,148.44	3,673.09

2. RESULTS OF OPERATIONS

As per the Standalone Financials the turnover of the
Company is '' 938.29 Crores for the Financial year ended
on March 31,2025 as compared to '' 957.50 Crores for the
Financial year ended on March 31, 2024. The Company
made a profit before tax of '' 52.17 Crores during the
Financial year ended March 31, 2025 against the profit
before tax of '' 64.21 Crores during the Financial year
ended on March 31,2024.

As per the Consolidated Financials for Financial year
ended on March 31,2025 the turnover of the Company is
'' 957.44 Crores as compared to '' 980.31 Crores for the
Financial year ended on March 31, 2024. The Company
made a profit before tax of '' 49.78 Crores during the
Financial year ended March 31, 2025 against the profit
before tax of '' 64.40 Crores during the Financial year
ended on March 31,2024.

The Company’s exports during the year was '' 376.31 Crores
('' 345.27 Crores) and domestic sale was '' 596.61 Crores
('' 652.05 Crores). This translates into a ratio of 38.68%
and 61.32% (34.62% and 63.94% during the Financial year
ended on March 31,2024.) between exports and domestic
sales.

3. DIVIDEND

Your Directors are pleased to recommend a Dividend of
'' 0.30/- per equity share of face value of '' 1/- each (30%)
for the financial year ended March 31, 2025 as against
'' 0.30 per equity share of face value of '' 1/- each (30%) for
the previous financial year ended March 31,2024.

The Dividend, subject to the approval of the Members
at the 53^rd Annual General Meeting to be held on
September 23, 2025 will be paid on or after (7^th Day after
AGM) October 1, 2025 to those Members whose names
appear in the Register of Members of the Company.

The Dividend recommendation is in accordance with the
Dividend Distribution Policy ("the Policy") of the Company.

4. EMPLOYEE STOCK OPTION SCHEME

Pursuant to the approval of the Members at the 49^th
Annual General Meeting held on Wednesday,
September 29, 2021, the Board of directors of the Company
approved the ''Foods and Inns Employee Stock Option
Plan 2021’ ("ESOP 2021"/ "Plan") as per the Regulations
of Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014. Further, the scheme
was aligned by Nomination and Remuneration committee
as per Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 (SEBI SBEB & SE Regulations). The alignment in the
plan is to comply with the provisions of the Regulations of
SEBI SBEB & SE Regulations, 2021 and does not require
shareholders resolution as per Regulation 7(2) of SEBI
SBEB & SE Regulations, 2021.

During the Financial year 2021-22, the Nomination and
Remuneration Committee of the Board in their meeting
held on February 3, 2022 granted 14,66,760 stock options
(1^st Tranche) to the eligible Employees as per the ESOP
2021 of the Company at an exercise price of '' 54 per share.
The options granted under the Plan shall be exercised not
earlier than minimum period of 1 (one) year and not later
than maximum period of 4 (four) years from the date of
vesting.

During the Financial year 2023-24, the Nomination and
Remuneration Committee of the Board in their meeting
held on August 7, 2023 granted 1,73,000 stock options (2^nd
Tranche) to the eligible Employees as per the ESOP 2021
of the Company at an exercise price of '' 81 per share.
The options granted under the Plan shall be exercised not
earlier than minimum period of 1 (one) year and not later
than maximum period of 4 (four) years from the date of
vesting.

During the FY 2024-25 under review -

The Company has allotted ESOP shares under 1^st tranche
as follows:

i) 2,30,260 Equity Shares under "ESOP 2021"/ "Plan" at
an exercise price of '' 54 per share which is amounting
to '' 1,24,34,040/- on April 5, 2024.

ii) 2,96,090 Equity Shares under "ESOP 2021"/ "Plan" at
an exercise price of '' 54 per share which is amounting
to '' 1,59,88,860/- on February 13, 2025.

The Company has allotted ESOP shares under 2^nd tranche
as follows:

i) 1,24,612 Equity Shares under "ESOP 2021"/ "Plan" at
an exercise price of '' 81 per share which is amounting
to '' 1,00,93,572/- on September 5, 2024.

Applicable disclosures relating to Employees Stock
Options as at March 31, 2023, pursuant to SEBI (Share
Based Employee Benefits) Regulations, 2014, as amended
from time to time, the details are placed on the website of
the Company at https://www.foodsandinns.com/Investor/
Investor/ESOP/ESOP for financial year ended March 31,
2022.pdf. The ESOP-2021 Scheme of the Company is in
compliance with SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (SEBI SBEB &
SE Regulations).

Secretarial Auditors’ certificate to the effect that the ESOP
- 2021 Scheme of the Company has been implemented
in accordance with the SEBI Guidelines and as per the
resolution passed by the members of the Company has
been obtained by the Company.

5. TRANSFER TO RESERVES

The Company has not transferred any amounts to General
Reserve during the year.

6. FIXED DEPOSITS

The Board of directors of the Company in their meeting
dated August 8, 2022 has approved the fixed deposit
scheme for acceptance of Fixed Deposits from public
and shareholders of the Company, and approval of
the members taken by the Company within the limits
prescribed in the Companies Act, 2013 and Companies
(Acceptance of Deposits) Rule, 2014 and the overall
borrowing limits of the Company, as approved by the
Members, from time to time. However no fixed deposits
were accepted from public and shareholders during the
year.

7. MATERIAL CHANGESAND COMMITMENTSAFFECTING
FINANCIAL POSITION DURING THE FINANCIAL YEAR
AND BETWEEN END OFTHE FINANCIALYEAR AND DATE
OF REPORT

There are material changes and commitments affecting
the financial position of the Company which have occurred
during the Financial year 2024-25 and after March 31,
2025 till date of this report are as under:

During the Financial Year 2024-25:

i) The Company has issued and allotted 15,03,760
Equity shares upon Conversion of Warrants on a
preferential basis having face value '' 1 at a price of
'' 95 per equity Share on April 1,2024.

ii) The Company has allotted 2,30,260 Equity Shares
under 1^st Tranche of "ESOP 2021"/ "Plan" at an
exercise price of '' 54 per share which is amounting
to '' 1,24,34,040/- on April 5, 2024.

iii) The Company has issued and allotted 6,01,550
Equity shares upon Conversion of Warrants on a
preferential basis having face value '' 1 at a price of
'' 95 per equity Share on May 13, 2024.

iv) The Company has issued and allotted 1,38,94,699
Equity shares upon Conversion of Warrants on a
preferential basis having face value '' 1 at a price of
'' 95 per equity Share on June 18, 2024.

v) As per SEBI Order dated July 4, 2024 Mr. Raymond
Simkins (Acquirer 1) and Mr. Milan Dalal (Acquirer 2)
along with Borgos Multitrade LLP (PAC) has given
Open Offer to the shareholders of the Company and
Mr. Raymond Simkins re-classified from Public to
Promoter Shareholder of the Company.

vi) The Company has allotted 1,24,612 Equity Shares
under 2^nd tranche of "ESOP 2021"/ "Plan" at an
exercise price of '' 81 per share which is amounting
to '' 1,00,93,572/- on September 5, 2024.

vii) The Company has allotted 2,96,090 Equity Shares
under 1^st Tranche of "ESOP 2021"/ "Plan" at an
exercise price of '' 54 per share which is amounting
to '' 1,59,88,860/- on April 5, 2024.

Subsequent to the conclusion of the Financial Year 2024¬
25 and the date of this Report, no material events have
occurred under review.

8. CORPORATE SOCIAL RESPONSIBILITY

The Company has always considered Corporate Social
Responsibility (CSR) as a voluntary activity and a part of its
long term vision of creating value for all its stakeholders.
Our Company believes that giving back to society is not
a mandate but something which is integral to its beliefs.
Accordingly, CSR is an integral part of the Company’s
business and is even promoted at the Board level.

The Company has contributed towards promoting sports,
health-care and education.

Further details on the prescribed CSR spend under
section 135 of the Companies Act, 2013 and the amount
committed and distributed during the year under review
are provided in the Annual Report on CSR activities
annexed as Annexure-1 to this report.

9. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO.

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings
and outgo, as required to be disclosed under the Act, is
annexed as Annexure-2 to this report.

10. SUBSIDIARY AND ASSOCIATE COMPANIES

Statement containing the salient features of the financial
statements of subsidiaries in the prescribed Form AOC-1
is annexed as Annexure-3.

11. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act, 2013 and SEBI
(Listing Obligation and Disclosure Requirements)
Regulations, 2015 (the listing Regulations), consolidated
financial statements of the Company and its subsidiary
has been prepared for the year under report. The Audited
Consolidated financial statements along with the auditors’
report thereon forms part of this Annual report.

12. CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders
value legally, ethically and sustainably. We believe
sound corporate governance is critical to enhance and
retain investor trust. Our Board exercises its fiduciary
responsibilities in the widest sense of term. Our Corporate
governance report forms part of this Annual report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors have given declarations that
they meet the criteria of Independence as laid down
under Section 149 (7) of the Companies Act, 2013 and
SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

In accordance with the provisions of the Act, Mr. Bhupendra
Dalal retires by rotation and is eligible for re-appointment.

Further, the details of Directors include remuneration,
independence, performance, Committees and Directors
meeting, are given in the Corporate Governance Report,
which is integral part of this Annual and Board’s Report.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013,
the board of directors, to the best of their knowledge and
ability, confirm that;

• In the preparation of the Annual Accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures.

• we 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 financial year ended March
31, 2025 and of the profit of the Company for that
year.

• we 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.

• we have prepared the Annual Accounts on a going
concern basis.

• we have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively.

• we have devised proper system to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

15. INSURANCE

The assets of the Company are adequately insured against
the loss of fire and other risks which are considered
necessary by the management.

16. BOARD EVALUATION

The Board of Directors has carried out an annual
evaluation of its own performance, board committees and
individual directors pursuant to the provisions of the Act
and the corporate governance requirement as prescribed
by Securities and Exchange Board of India ("SEBI") (Listing
Obligations and Disclosure Requirements) Regulation,
2015.

The Board and Nomination and Remuneration Committee
reviewed the performance of the individual directors on
the basis of the criteria such as the contribution of the
individual director to the Board and committee meeting
like preparedness on the issue to be discussed, meaningful
and constructive contribution and inputs in meetings.

The performance of the committees was evaluated by the
Board after seeking inputs from the committee members
on the basis of the criteria such as the composition of
committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors,
performance of non-Independent directors, performance
of the Board as a whole and performance of the Chairman
was evaluated, taking into account the views of directors.

17. NUMBER OF MEETINGS OF THE BOARD

The Board has met Six times during the financial year, the
details of which are given in the Corporate Governance
report.

18. INDEPENDENT DIRECTORS MEETING

The Independent Directors met once during the year under
review, without the attendance of the Non - Independent
Directors and members of the Management. The
Independent Directors reviewed the performance of the
Non-Independent directors and the Board as a whole and
the performance of the Chairman of the Company, taking
into account the views of the Directors and assessed the
quality, quantity and timeline of the flow of information
between the Company Management and the Board which
is necessary for the Board to effectively and reasonably
perform their duties.

19. COMMITTEES OF THE BOARD

Currently, the Board has Eight Committees, the audit
committee, the nomination and remuneration committee,
the stakeholder’s relationship committee, the corporate

social responsibility committee and the risk management
committee, Executive Committee, Finance & Investment
Committee and Environmental Social & Governance
Committee.

The Board of Directors, in its meeting held on August 12,
2024, approved the dissolution of the Security Allotment
Committee upon successful completion of the process for
conversion of warrants into equity shares.

A detailed note on the composition of the Board and its
committees is provided in the Corporate Governance
report section of this Annual Report.

20. POLICY ON DIRECTOR''S APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The Company’s policy on director’s appointment and
remuneration and other matters provided in Section 178(3)
of the Act has been disclosed in the Corporate Governance
Report, which forms part of the Director’s Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to Financial Statements.

22. RELATED PARTY TRANSACTIONS

There are no materially significant related party
transactions made by the Company during the year. Related
Party Transactions Policy is posted on the website of the
company and is available at https://www.foodsandinns.
com/pdf/policies/related-party-transaction-policy.pdf.
The details of all the transactions with the related parties
are disclosed in the Notes forming part of financial
statements annexed to the financial statements for the
year 2024-25 and prescribed Form AOC-2 is annexed as
Annexure-4.

All the Related Party Transactions entered into by the
Company are in ordinary course of business and on an
arm’s length basis for which requisite approvals from
the Audit Committee and the Board of Directors were
obtained.

23. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial personnel) Rules, 2014 are
given below:

i. The ratio of the remuneration of each director to
the median remuneration of the employees of the
Company for the financial year:

Sr. No.	Name of the director	Total '' in Lakhs)	Ratio (times)
A)	Median Employee Remuneration	2.88
B)	Non-Executive Directors Remuneration
1.	Mr. Bhupendra Dalal	104.97	30.69
2.	Mr. Raymond Simkins	10.45	3.06
3.	Mr. Hormazdiyar Vakil	14.00	4.09
4.	Mr. Maneck Davar	12.45	3.64
5.	Mr. A. V. Seshadrinathan	8.70	2.54
6.	Ms. Karishma Bhalla	5.15	1.51
7.	Mr. Sanjay Naik	7.15	2.09

ii. The percentage increase/ (decrease) in remuneration
of each director, Chief Executive Officer, Company
Secretary, if any, in the financial year:

Chief Executive Officer: 28.35%,

Chief Financial Officer: 49.64%,

Company Secretary: NIL

iii. The percentage decrease in the median remuneration
of employees in the financial year 2024-25:1.03%

iv. There were 696 permanent employees on the payroll
of the Company as on March 31,2025.

v. Average percentage increase already made in the
salaries of employees other than the managerial
personnel in the last financial year and its comparison
with the percentage increase in the managerial
remuneration and justification thereof and point out if
there are any exceptional circumstances for increase
in the managerial remuneration:

The Average Increase in the remuneration of all
employees was 50.93% in 2024-25.

The average increase in the remuneration of both,
the managerial and non-managerial personnel was
determined based on the overall performance of the
Company. Further the remuneration of the managerial
personnel is based on the remuneration policy as
recommended by the Nomination & Remuneration
Committee and approved by the Board of Directors.

vi. It is hereby affirmed that the remuneration is as per
the Remuneration Policy of the Company.

24. SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

Pursuant to Regulation 30 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, we
hereby inform that the SEBI after its investigation issued
a notice to Mr. Milan Dalal (MD) and Mr. Moloy Saha
(CEO) of the Company regarding the delay in formulating
and adopting the code for designated persons and their
immediate relatives covering securities trading as required
under SEBI (Prohibition of Insider Trading) Regulations,
2015 (PIT Regulations). As a result of delayed adoption,
the adjudicating officer of SEBI passed an order of penalty
of '' 2 lakh each imposed on the MD and CEO

25. EXTRACT OF ANNUAL RETURN- FORM NO MGT-9

The Annual Return pursuant to the provision of Section 92
of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, will be available on the
website of the Company at www.foodsandinns.com

26. AUDITORS

26.1 Statutory Auditors

The Company’s Auditors M/s G. M. Kapadia & Co,
Chartered Accountants, were appointed as statutory
auditors of the Company from the conclusion of the
Forty Fifth Annual General Meeting of the Company held
on September 13, 2017 till the conclusion of the Fiftieth
Annual General Meeting held in the financial year 2022.
They have confirmed their eligibility under section 141 of
the Act, and the rules framed thereunder for reappointment
as Auditors of the Company as required under SEBI
regulations, the Auditors have also confirmed that they
hold a valid certificate issued by the peer review Board of
the Institute of Chartered Accountants of India.

Pursuant to the recommendation of the Audit Committee,
the Board of Directors of the Company has re-appointed
M/s G. M. Kapadia & Co. Chartered Accountants, (Firm
Registration No 104767W issued by the Institute of
Chartered Accountants of India) as the Statutory Auditors
of the Company for the Second term of 5 consecutive
years and to hold office as such from 50^th AGM until
the conclusion of 55^th Annual General Meeting of the
Company.

There are no observations (including any qualification,
reservation, adverse remark or disclaimer) of the Auditors
in their Audit Report that may call for any explanation from
the Directors.

26.2 Secretarial Auditor

Pursuant to the amended provisions of Regulation 24A
of the SEBI Listing Regulations and Section 204 of the
Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the
Audit Committee and the Board of Directors have approved
and recommended the appointment of M/s Ragini Chokshi
& Co., Practicing Company Secretary, a proprietorship firm
led by Mrs. Ragini Chokshi (FCS No.: 2390; COP No.: 1436)
as Secretarial Auditor of the Company to hold office for a
first term of five consecutive years commencing from the
finanacial year 2025-26 to the financial year 2029-30.

The resolution seeking Member’s approval for the
appointment M/s Ragini Chokshi & Co., Practicing Company
Secretary as Secretarial Auditors of the Company, forms
part of the Notice. The details of M/s Ragini Chokshi & Co.
being recommended for an appointment are contained in
the accompanying Notice of the AGM.

M/s Ragini Chokshi & Co. have given their consent to act
as Secretarial Auditors of the Company and confirmed
that their aforesaid appointment (if made) would be
within the prescribed limits under the Act & Rules made
thereunder and the SEBI Listing Regulations. They
have also confirmed that they are not disqualified to be
appointed as Secretarial Auditors in terms of provisions
of the Act & Rules made thereunder and the SEBI Listing
Regulations.

A Secretarial Audit was conducted during the year in
accordance with provisions of Section 204 of the Act.
The Secretarial Auditor’s Report is attached as Annexure
II, which forms part of this Report. The Report does not
contain any qualifications, reservations, adverse remarks
or disclaimer.

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed M/s Ragini Chokshi
& Co., Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company.

The Secretarial Audit Report along with the secretarial
compliance report is annexed as Annexure-5 to this report
and does not contain any qualifications.

26.3 Internal Auditors

The Company has appointed firms of chartered
accountants as its internal auditors at the locations of

the factories situated at Chittoor, Vankal, Bulsar, Nashik,
Gonde, Corporate Office and Consumer Division to
evaluate the efficacy and adequacy of internal control
systems, compliances with operating systems, accounting
procedures and policies. The Internal Auditors submitted
their reports from time to time.

During the Financial year 2024-25 the Company has
appointed following internal auditors to conduct the
Internal of the Company.

M/s Nayan Parikh & Co. - Head Office

M/s B D Jokhakar & Co. - Valsad and Vankal Division

M/s APR & Associates - Chittoor Division

M/s Padmanabh Joshi & Co. - Gonde and Sinner Division

27. DISCLOSURE ON SEXUAL HARASSMENTOF WOMAN AT
WORKPLACE

The Company has set up an Internal Complaints Committee
for providing a redressal mechanism pertaining to sexual
harassment of woman employees at workplace. There
was no case of sexual harassment reported during the
year under review.

28. UNCLAIMED DIVIDEND

The Company / RTA has been periodically intimating the
concerned shareholders, requesting them to encase their
dividend before it becomes due for transfer to the IEPF.

Unclaimed dividend amounting to '' 1,05,564/- for
FY 2016-17 was transferred to the IEPF on December 17,
2024.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of section 125 of the companies
Act, 2013, read with IEPF authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (''the rules’), all unpaid
and unclaimed dividends are required to be transferred
by the Company to IEPF established by the Government
of India after the completion of seven years. Further,
according to the said Rules, the shares on which dividend
remain unpaid or unclaimed by the shareholders for seven
consecutive years or more shall also be transferred to
the Demat account of the IEPF authority. Accordingly,
the Company has transferred the corresponding shares

to the demat account of the IEPF Authority as per the
requirements of the IEPF rules for the dividend remained
unpaid or unclaimed upto the financial year 2016-17.

30. THE DETAILS OF THE DIFFERENCE BETWEEN THE
AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE
WHILETAKING A LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
As on the date of this Report, there was no one time
settlement done hence there was no requirement to obtain
valuation report. Therefore the need of valuation does not
arise.

31. THE DETAILS OF AN APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG
WITH THEIR STATUS AS ATTHE END OFTHE FINANCIAL
YEAR.

As on the date of this Report, Company has no proceedings
pending cases under the Insolvency and Bankruptcy Code,
2016

32. GREEN INITIATIVES

In the line with the ''Green initiative’, the Company has
affected electronic delivery of the Annual Report 2024¬
25 are sent to all members whose email addresses are
registered with the Company/ Depository Participant(s).
Your Company would encourage other Members also
to register themselves for receiving Annual Report in
electronic form.

33 ACKNOWLEDGEMENT

We thank our customers, vendors, investors, bankers
for their continued support during the year. We place on
record our appreciation of the contribution made by our
employees at all levels. Our consistent growth was made
possible by their hard work, cooperation and support.

On behalf of the Board of
Foods and Inns Limited

BHUPENDRA DALAL

Place: Mumbai Chairman

Date: August 13, 2025 (DIN: 00061492)

---

Mar 31, 2024

The Directors present their report on the financial performance, business and operations of the Company for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The highlights of the financial performance for the year gone by and its comparison with previous year are given below:

('' in Lakhs)
Standalone			Consolidated
FY 2023-24 ^JfY 2022-23			FY 2023-24 |	FY 2022-23
Total Income	1,00,505.43	98,404.61	1,02,683.01	1,00,151.62
Profit Before Depreciation, Cost of Finance and Tax (PBDIT) inclusive of other Income	12,598.26	10,015.88	12,704.82	10,153.37
Finance Cost	4,547.69	2,727.43	4,611.62	2,766.37
Depreciation	1,629.39	1,394.32	1,640.06	1,403.42
Profit before share of profit/(loss) from Associate/ Joint venture and exceptional items	6,421.18	5,894.13	6,453.14	5,983.58
Share of profit/(loss) from Associate/ Joint venture	-	-	(12.54)	(55.17)
Profit before exceptional items and tax	6,421.18	5,894.13	6,440.60	5,928.41
Exceptional items net(Loss)/ gain	-	532.32	-	532.32
Tax Expenses	2,750.68	1,702.73	2,768.55	1,719.77
Net Profit for the year	3,670.50	4,723.72	3,672.05	4,740.96
Other Comprehensive Income/ (Loss) (OCI) (Net of taxes)	1.29	(17.71)	1.04	(19.45)
Appropriations
Transfer to General Reserves	-	-	-	-
Balance carried to Balance sheet	3,671.79	4,706.01	3,673.09	4,721.51

2. RESULTS OF OPERATIONS

As per the Standalone Financials the turnover of the Company is '' 997.31 Crores for the Financial year ended on 31^st March, 2024 as compared to '' 977.34 Crores for the Financial year ended on 31^st March, 2023. The Company made a profit before tax of '' 64.21 Crores during the Financial year ended 31^st March, 2024 against the profit before tax of '' 64.26 Crores during the Financial year ended on 31^st March, 2023.

As per the Consolidated Financials for Financial year ended on 31^st March, 2024 the turnover of the Company is '' 1,026.83 Crores as compared to '' 1,001.51 Crores for the Financial year ended on 31 ^st March, 2023. The Company made a profit before tax of '' 64.40 Crores during the Financial year ended 31^st March, 2024 against the profit before tax of '' 64.21 Crores during the Financial year ended on 31^st March, 2023.

The Company’s exports during the year was '' 345.27 Crores ('' 382.20 Crores) and domestic sale was '' 612.24

Crores ('' 592.70 Crores). This translates into a ratio of 36.06% and 63.94% (39.20% to 60.80% during the Financial year ended on 31 ^st March, 2023.) between exports and domestic sales.

3. DIVIDEND

Your Directors are pleased to recommend a Dividend of '' 0.30/- per equity share of face value of '' 1/- each (30%) for the financial year ended 31 ^st March, 2024 as against '' 0.50 per equity share of face value of '' 1/- each (50%) for the previous financial year ended 31 ^st March, 2023. The Dividend, subject to the approval of the Members at the 52^nd Annual General Meeting to be held on 24^th September, 2024 will be paid on or after 1^st October, 2024 to those Members whose names appear in the Register of Members of the Company.

The Dividend recommendation is in accordance with the Dividend Distribution Policy ("the Policy") of the Company.

The policy is available on the website of the Company.

4. EMPLOYEE STOCK OPTION SCHEME

Pursuant to the approval of the Members at the 49^th Annual General Meeting held on Wednesday, 29^th September, 2021, the Board of directors of the Company approved the ''Foods and Inns Employee Stock Option Plan 2021’ ("ESOP 2021"/ "Plan") as per the Regulations of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. Further, the scheme was aligned by Nomination and Remuneration committee as per Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB & SE Regulations). The alignment in the plan is to comply with the provisions of the Regulations of SEBI SBEB & SE Regulations, 2021 and does not require shareholders resolution as per Regulation 7(2) of SEBI SBEB & SE Regulations, 2021.

During the Financial year 2021-22, the Nomination and Remuneration Committee of the Board in their meeting held on 03^rd February, 2022 granted 14,66,760 stock options (1^st Tranche) to the eligible Employees as per the ESOP 2021 of the Company at an exercise price of '' 54 per share. The options granted under the Plan shall be exercised not earlier than minimum period of 1 (one) year and not later than maximum period of 4 (four) years from the date of vesting.

During the Financial year 2023-24, the Nomination and Remuneration Committee of the Board in their meeting held on 07^th August, 2023 granted 1,73,000 stock options (2^nd Tranche) to the eligible Employees as per the ESOP 2021 of the Company at an exercise price of '' 81 per share. The options granted under the Plan shall be exercised not earlier than minimum period of 1 (one) year and not later than maximum period of 4 (four) years from the date of vesting.

During the F.Y. 2023-24 under review, the Company has allotted ESOP shares under 1^st tranche as follows:

i) 1,58,753 Equity Shares under "ESOP 2021"/ "Plan" at an exercise price of '' 54 per share which is amounting to '' 85,72,662/- on 31^st May, 2023.

ii) 1,04,900 Equity Shares under "ESOP 2021"/ "Plan" at an exercise price of '' 54 per share which is amounting to '' 56,64,600/- on 01^st November, 2023.

Applicable disclosures relating to Employees Stock

Options as at 31^st March, 2024, pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time, the details are placed on the website of the Company at https://www.foodsandinns.com/Investor/ Investor/ESOP/ESOP for financial year ended March 31, 2022.pdf. The ESOP-2021 Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB & SE Regulations).

Secretarial Auditors’ certificate to the effect that the ESOP - 2021 Scheme of the Company has been implemented in accordance with the SEBI Guidelines and as per the resolution passed by the members of the Company has been obtained by the Company.

5. TRANSFER TO RESERVES

The Company has not transferred any amounts to General Reserve during the year.

6. FIXED DEPOSITS

The Board of directors of the Company in their meeting dated 08^th August, 2022 has approved the fixed deposit scheme for acceptance of Fixed Deposits from public and shareholders of the Company, and approval of the members taken by the Company within the limits prescribed in the Companies Act, 2013 and Companies (Acceptance of Deposits) Rule, 2014 and the overall borrowing limits of the Company, as approved by the Members, from time to time. However no fixed deposits were accepted from public and shareholders during the year.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION DURING THE FINANCIAL YEAR AND BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There are material changes and commitments affecting the financial position of the Company which have occurred during the Financial year 2023-24 and after 31^st March, 2024 till date of this report which are as under:

During the Financial Year 2023-24:

i) Mrs. Randeep Kaur Puri has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 06^th April, 2023.

ii) The Company has issued and allotted 25,00,000 Equity shares upon Conversion of Warrants on a preferential basis having face value '' 1 at a price of '' 95 per equity Share on 30^th May, 2023.

iii) The Company has allotted 1,58,753 Equity Shares under "ESOP 2021"/ "Plan" at an exercise price of '' 54 per share which is amounting to '' 85,72,662/-on 31^st May, 2023.

iv) Mrs. Pallavi Dhupelia, Director of the Company has resigned from the Directorship w.e.f. 13^th June, 2023

v) Mr. Ameya T. Masurkar Appointed as Company Secretary & Compliance Officer of the Company w.e.f. 13^th June, 2023.

vi) Appointment of Mr. A. V. Seshadrinathan as Independent Director of the Company w.e.f. 07^th August, 2023

vii) Appointment of Ms. Karishma Bhalla as Independent Director of the Company w.e.f. 07^th August, 2023

viii) Completion of Tenure (2^nd term) of Mr. V. K. Beswal as Independent Director of the Company w.e.f. 11^th September, 2023

ix) Completion of Tenure (2^nd term) of Mrs. Kamlini C. Maniar as Independent Director of the Company w.e.f. 11^th September, 2023

x) The Company has allotted 1,04,900 Equity Shares under "ESOP 2021"/ "Plan" at an exercise price of '' 54 per share which is amounting to '' 56,64,600/-on 01^st November, 2023.

xi) Appointment of Mr. Sanjay Naik as Independent Director of the Company w.e.f. 09^th November, 2023

xii) The Company has issued and allotted 30,61,740 Equity shares upon Conversion of Warrants on a preferential basis having face value '' 1 at a price of '' 95 per equity Share on 18^th January, 2024.

xiii) Approval Received from Stock Exchange (BSE and NSE) on 01^st February, 2024 for Re-classification of "Promoter Shareholding" to "Public Shareholding" of Mrs. Pallavi Dhupelia and Mr. Ameya Dhupelia pursuant to request received by above-mentioned shareholders on 24^th July, 2023.

After end Financial Year 2023-24 and date of Report:

i) The Company has issued and allotted 15,03,760 Equity shares upon Conversion of Warrants on a preferential basis having face value '' 1 at a price of '' 95 per equity Share on 01^st April, 2024.

ii) The Company has allotted 2,30,260 Equity Shares under "ESOP 2021"/ "Plan" at an exercise price of '' 54 per share which is amounting to '' 1,24,34,040/-on 05^th April, 2024.

iii) The Company has issued and allotted 6,01,550 Equity shares upon Conversion of Warrants on a preferential basis having face value '' 1 at a price of '' 95 per equity Share on 13^th May, 2024.

iv) The Company has issued and allotted 1,38,94,699 Equity shares upon Conversion of Warrants on a preferential basis having face value '' 1 at a price of '' 95 per equity Share on 18^th June, 2024.

8. CORPORATE SOCIAL RESPONSIBILITY

The Company has always considered Corporate Social Responsibility (CSR) as a voluntary activity and a part of its long term vision of creating value for all its stakeholders. Our Company believes that giving back to society is not a mandate but something which is integral to its beliefs. Accordingly, CSR is an integral part of the Company’s business and is even promoted at the Board level.

The Company has contributed towards promoting sports, health-care and education.

Further details on the prescribed CSR spend under section 135 of the Companies Act, 2013 and the amount committed and distributed during the year under review are provided in the Annual Report on CSR activities annexed as Annexure-1 to this report.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed as Annexure-2 to this report.

10. SUBSIDIARY AND ASSOCIATE COMPANIES

Statement containing the salient features of the financial statements of subsidiaries in the prescribed Form AOC-1 is annexed as Annexure-3.

11. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements)

Regulations, 2015 (the listing Regulations), consolidated financial statements of the Company and its subsidiary has been prepared for the year under report. The Audited Consolidated financial statements along with the auditors’ report thereon forms part of this Annual report.

12. CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. We believe sound corporate governance is critical to enhance and retain investor trust. Our Board exercises its fiduciary responsibilities in the widest sense of term. Our Corporate governance report forms part of this Annual report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 (7) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of the Act, Mr. Raymond Simkins retires by rotation and is eligible for reappointment.

Further, the details of Directors include remuneration, independence, performance, Committees and Directors meeting, are given in the Corporate Governance Report, which is integral part of this Annual and Board’s Report.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that;

• In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

• we 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 financial year ended 31^st March, 2024 and of the profit of the Company for that year.

• we 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.

• we have prepared the Annual Accounts on a going concern basis.

• we have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

• we have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. INSURANCE

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

16. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirement as prescribed by Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meeting like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors, performance of non-Independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of directors.

17. NUMBER OF MEETINGS OF THE BOARD

The Board has met Seven times during the financial year, the details of which are given in the Corporate Governance report.

18. INDEPENDENT DIRECTORS MEETING

The Independent Directors met once during the year under review, without the attendance of the Non - Independent Directors and members of the Management. The Independent Directors reviewed the performance of the Non-Independent directors and the Board as a whole and the performance of the Chairman of the Company, taking into account the views of the Directors and assessed the quality, quantity and timeline of the flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

19. COMMITTEES OF THE BOARD

Currently, the Board has Seven Committees, the audit committee, the nomination and remuneration committee, the stakeholder''s relationship committee, the corporate social responsibility committee and the risk management committee, Executive Committee and Securities Allotment Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report section of this Annual Report.

20. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on director''s appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Director''s Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

22. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company during the year. Related Party Transactions Policy is posted on the website of the Company and is available at https://www.foodsandinns. com/pdf/policies/related-party-transaction-policy.pdf. The details of all the transactions with the related parties are disclosed in the Notes forming part of financial statements annexed to the financial statements for the year 2023-24.

All the Related Party Transactions entered into by the Company are in ordinary course of business and on an

arm''s length basis for which requisite approvals from the Audit Committee and the Board of Directors were obtained.

23. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are given below:

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Sr. No.	Name of the director	('' in Lakhs)	Ratio (times)
A)	Median Employee Remuneration	2.91
B)	Non-Executive Directors Remuneration
1.	Mr. Bhupendra Dalal	87.64	30.12
2.	Mr. Raymond Simkins	8.50	2.92
3.	Mr. Hormazdiyar Vakil	10.00	3.44
4.	Mr. Maneck Davar	9.10	3.13
5.	Mr. A. V. Seshadrinathan w.e.f. 07th August, 2023	1.45	0.50
6.	Ms. Karishma Bhalla w.e.f. 07th August, 2023	1.15	0.40
7.	Mr. Sanjay Naik w.e.f. 09th November, 2023	0.50	0.17
8.	Mrs. Pallavi Dhupelia Upto 13th June, 2023	0.00	--
9.	Mr. V.K. Beswal Upto 11th September, 2023	8.50	2.92
10.	Mrs. Kamlini Maniar Upto 11th September, 2023	8.20	2.82

ii. The percentage increase/ (decrease) in remuneration of each director, Chief Executive Officer, Company Secretary, if any, in the financial year:

Chief Executive Officer: 4.73%,

Chief Financial Officer: 31.95%,

Company Secretary: N.A.

iii. The percentage decrease in the median remuneration of employees in the financial year 2023-24: 13.65%

iv. There were 546 permanent employees on the payroll of the Company as on 31^st March, 2024.

v. Average percentage increase already made in the salaries of employees other than the managerial

personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average Increase in the remuneration of all employees was 12.18% in FY 2023-24.

The average increase in the remuneration of both, the managerial and non-managerial personnel was determined based on the overall performance of the Company. Further the remuneration of the managerial personnel is based on the remuneration policy as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors.

vi. It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year, no significant or material orders were passed by any regulators against the Company other than that disclosed separately in the notes of the financial statements.

25. EXTRACT OF ANNUAL RETURN- FORM NO MGT-9

The Annual Return pursuant to the provision of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, will be available on the website of the Company at www.foodsandinns.com

26. AUDITORS26.1 STATUTORY AUDITORS

The Company’s Auditors M/s G. M. Kapadia & Co, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Forty Fifth Annual General Meeting of the Company held on 13^th September, 2017 till the conclusion of the Fiftieth Annual General Meeting held in the year 2022. They have confirmed their eligibility under section 141 of the Act, and the rules framed thereunder for reappointment as Auditors of the Company as required under SEBI regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India.

Pursuant to the recommendation of the Audit Committee, the Board of Directors of the Company has re-appointed M/s G. M. Kapadia & Co. Chartered Accountants, (Firm Registration No 104767W) issued by the Institute of Chartered Accountants of India) as the Statutory Auditors of the Company for the Second term of 5 consecutive years and to hold office as such from 50^th AGM until the conclusion of 55^th Annual General Meeting of the Company.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors.

26.2. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ragini Chokshi & Co, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report along with the secretarial compliance report is annexed as Annexure-4 to this report and does not contain any qualifications.

26.3 INTERNAL AUDITORS

The Company has appointed firms of chartered accountants as its internal auditors at the locations of the factories situated at Chittoor, Vankal, Bulsar, Nashik, Gonde and Corporate Office to evaluate the efficacy and adequacy of internal control systems, compliances with operating systems, accounting procedures and policies. The Internal Auditors submitted their reports from time to time.

During the Financial year 2023-24 the Company has appointed M/s Nayan Parikh and Co., Charatered accountants having Firm Registration number 107023W as internal auditor of the Company w.e.f. 31^st January, 2024.

27. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of woman employees at workplace. There was no case of sexual harassment reported during the year under review.

28. UNCLAIMED DIVIDEND

The Company / RTA has been periodically intimating the concerned shareholders, requesting them to encase their dividend before it becomes due for transfer to the IEPF.

Unclaimed dividend amounting to '' 92,595/- for FY 201516 was transferred to the IEPF on 22^nd December, 2023.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of section 125 of the companies Act, 2013, read with IEPF authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the rules’), all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India after the completion of seven years. Further, according to the said Rules, the shares on which dividend remain unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority. Accordingly, the Company has transferred the corresponding shares to the demat account of the IEPF Authority as per the requirements of the IEPF rules for the dividend remained unpaid or unclaimed upto the financial year 2015-16.

30. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF. As on the date of this Report, there was no one time settlement done hence there was no requirement to obtain valuation report. Therefore the need of valuation does not arise.

31. THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

As on the date of this Report, Company has no proceedings pending cases under the Insolvency and Bankruptcy Code, 2016.

32. GREEN INITIATIVES

In the line with the ''Green initiative’, the Company has affected electronic delivery of the Annual Report 202324 are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). Your Company would encourage other Members also to register themselves for receiving Annual Report in electronic form.

33. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, cooperation and support.

---

Mar 31, 2023

The Directors present their report on the financial performance, business and operations of the Company for the year ended March 31,2023.

1. FINANCIAL RESULTS

The highlights of the financial performance for the year gone by and its comparison with previous year are given below:

('' In Lakhs)
Particulars	Standalone		Consolidated
	2022-23 2021-22		2022-23	2021-22
	(?)	(?)	(?)	(?)
Total Income	98,404.61	62,411.04	1,00,151.62	63,860.64
Total Income excluding Excise Duty	98,404.61	62,411.04	1,00,151.62	63,860.64
Profit Before Depreciation, Cost of Finance and Tax (PBDIT) inclusive of other Income	10,015.88	5,577.97	10153.37	5,657.32
Finance Cost	2,727.43	1,889.09	2,766.37	1,897.98
Depreciation	1,394.32	1,323.68	1,403.42	1,330.95
Profit before share of profit/(loss) from Associate/ Joint venture and exceptional items	5,894.13	2,365.20	5,983.58	2,428.39
Share of profit/(loss) from Associate/ Joint venture	Nil	Nil	(55.17)	(70.61)
Profit before exceptional items and tax	5,894.13	2,365.20	5,928.41	2,357.79
Exceptional items net(Loss)/ gain	532.32	Nil	532.32	Nil
Tax Expenses	1,702.73	763.33	1,719.77	828.70
Net Profit for the year	4,723.72	1,601.87	4,740.96	1,529.09
Appropriations
Transfer to General Reserves	Nil	Nil	Nil	Nil
Balance carried to Balance sheet	4,723.72	1,601.87	4,740.96	1,529.08

2. RESULTS OF OPERATIONS

As per the Standalone Financials for year ended on March 31,2023 the turnover of the Company is '' 977.34 Crores as compared to '' 616.48 Crores for the year ended on March 31,2022. The Company made a profit before tax of '' 64.26 Crores during the year ended March 31,2023 as compared to the profit before tax of '' 23.65 Crores during the year ended on March 31,2022.

As per the Consolidated Financials for year ended on March 31, 2023 the turnover of the Company is '' 995.57 Crores as compared to '' 632.15 Crores for the year ended on March 31, 2022. The Company made a profit before tax of '' 59.83 Crores during the year ended March 31, 2023 as compared to the profit before tax of '' 24.28 Crores during the year ended on March 31,2022.

The Company’s exports during the year was '' 382.19 Crores ('' 276.85 Crores in F.Y. 2022) and domestic sale was '' 592.70 Crores ('' 338.47 Crores in F.Y. 2022). This translates into a ratio of 39.20% : 60.80 % (43.26 % : 56.74 %) between exports and domestic sales.

3. DIVIDEND

Your Board of Directors, in its meeting held on May 12, 2023 has recommended a Final Dividend of '' 0.50 (i.e. 50 %) per equity share including special dividend of '' 0.25 (i.e. 25%) (last year '' 0.25 per equity share). For the financial year ended March 31,2023 the dividend amount is '' 267.99 Lakhs as compared to '' 125.85 Lakhs for the financial year ended March 31,2022.

4. EMPLOYEE STOCK OPTION SCHEME

Pursuant to the approval of the Members at the 49^th Annual General Meeting held on Wednesday, September 29, 2021, the Board of directors of the Company approved the ''Foods and Inns Employee Stock Option Plan 2021’ ("ESOP 2021"/ "Plan") as per the Regulations of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. Further, the scheme was aligned by Nomination and Remuneration committee as per Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB & SE Regulations). The alignment in the plan is to comply with the provisions of the Regulations of SEBI SBEB & SE Regulations, 2021 and does not require shareholders resolution as per Regulation 7(2) of SEBI SBEB & SE Regulations, 2021.

During the previous Financial year 2021-22, the Nomination and Remuneration Committee of the Board in their meeting held on February 3, 2022 granted 14,66,760 stock options to the eligible Employees as per the ESOP 2021 of the Company at an exercise price of '' 54 per share. The options granted under the Plan shall be exercised not earlier than minimum period of 1 (one) year and not later than maximum period of 4 (four) years from the date of vesting.

Between end of F.Y. 2022-23 and date of report under review, the Company has allotted 1^st tranche i.e. 158,753 Equity Shares under "ESOP 2021"/ "Plan" at an exercise price of '' 54 per share which is amounting to '' 85,72,662/-on May 31,2023.

Applicable disclosures relating to Employees Stock Options as at March 31, 2023, pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time, the details are placed on the website of the Company at https://www.foodsandinns. com/Investor/Investor/ESOP/ESOP for financial year ended March 31, 2022.pdf. The ESOP-2021 Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB & SE Regulations).

Secretarial Auditors’ certificate to the effect that the ESOP - 2021 Scheme of the Company has been implemented in accordance with the SEBI Guidelines and as per the resolution passed by the members of the Company has been obtained by the Company.

5. TRANSFER TO RESERVES

The Company proposes to transfer NIL to the general reserves out of the amount available for appropriation and an amount of NIL are proposed to be retained in the profit and loss account.

6. FIXED DEPOSITS

The Board of directors of the Company in their meeting dated August 8, 2022 has approved the fixed deposit scheme for acceptance of Fixed Deposits from public and shareholders of the Company, and approval of the members taken by the Company within the limits prescribed in the Companies Act, 2013 and Companies

(Acceptance of Deposits) Rule, 2014 and the overall borrowing limits of the Company, as approved by the Members, from time to time.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION DURING THE FINANCIAL YEAR AND BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There are material changes and commitments affecting the financial position of the Company which have occurred after March 31, 2023 till date of this report are as under:

During the Financial year 2022-23:

i) Change in Designation of Mr. Milan Dalal from NonExecutive Director to Managing Director w.e.f. April 1,2023.

ii) The Company has issued 2,21,61,749 Equity Warrants ("warrants") at a price of '' 95/- per Warrant vide special resolution passed in the EOGM dated December 9, 2022.

iiii) The Company has issued and allotted 6,00,000 Equity shares upon Conversion of Warrants on a preferential basis having face value '' 1 at a price of '' 95 per equity Share on January 23, 2023.

Between end of Financial year 2022-23 and date of Report:

iv) Mrs. Randeep Kaur Puri has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. April 6, 2023.

v) The Company has issued and allotted 25,00,000 Equity shares upon Conversion of Warrants on a preferential basis having face value '' 1 at a price of '' 95 per equity Share on May 30, 2023.

vi) The Company has allotted 1,58,753 Equity Shares under "ESOP 2021"/ "Plan" at an exercise price of '' 54 per share which is amounting to '' 85,72,662/-on May 31,2023.

vii) Mrs. Pallavi Dhupelia, Director of the Company has resigned from the Directorship w.e.f. June 13, 2023

viii) Mr. Ameya T. Masurkar Appointed as Company Secretary & Compliance Officer of the Company w.e.f. June 13, 2023.

ix) Mr. A. V. Seshadrinathan (DIN: 00854359) appointed as an Additional Director in the capacity of Independent Director by the Board of Directors w.e.f. 07^th August, 2023, subject to approval of Shareholders to hold office for a term upto five

consecutive years commencing from the date of ensuing Annual General Meeting.

x) Ms. Karishma Bhalla (DIN: 08729754) appointed as an Additional Director in the capacity of Independent Director by the Board of Directors w.e.f. 07^th

August, 2023, subject to approval of Shareholders to hold office for a term upto five consecutive years commencing from the date of ensuing Annual General Meeting.

8. CORPORATE SOCIAL RESPONSIBILITY

The Company has always considered Corporate Social Responsibility (CSR) as a voluntary activity and a part of its long term vision of creating value for all its stakeholders. Our Company believes that giving back to society is not a mandate but something which is integral to its beliefs. Accordingly, CSR is an integral part of the Company’s business and is even promoted at the Board level.

The Company has contributed towards promoting health care and education.

Further details on the prescribed CSR spend under section 135 of the Companies Act, 2013 and the amount committed and distributed during the year under review are provided in the Annual Report on CSR activities annexed as Annexure-1 to this report.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed as Annexure-2 to this report.

10. SUBSIDIARY AND ASSOCIATE COMPANIES Statement containing the salient features of the financial statements of subsidiaries in the prescribed Form AOC-1 is annexed as Annexure-3.

11. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (the listing Regulations), consolidated financial statements of the Company and its subsidiary has been prepared for the year under report. The Audited Consolidated financial statements along with the auditors’ report thereon forms part of this Annual report.

12. CORPORATE GOVERNANCE

Corporate Governance is about maximising shareholders value legally, ethically and sustainably. We believe sound corporate governance is critical to enhance and retain investor trust. Our Board exercises its fiduciary responsibilities in the widest sense of term.

Our Corporate governance report forms part of this Annual report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 (7) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of the Act, Mr. Bhupendra Dalal retires by rotation and is eligible for reappointment.

Further, the details of Directors include remuneration, independence, performance, Committees and Directors meeting, are given in the Corporate Governance Report, which is integral part of this Annual and Board’s Report.

14. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that;

In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

we 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 financial year ended March 31, 2023 and of the profit of the Company for that year.

we 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.

we have prepared the Annual Accounts on a going concern basis.

we have laid down internal financial controls to be

followed by the Company and such internal financial controls are adequate and operating effectively.

• we have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. INSURANCE

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

16. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirement as prescribed by Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meeting like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors, performance of non-Independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of directors.

17. NUMBER OF MEETINGS OF THE BOARD

The Board has met Four times during the financial year, the details of which are given in the Corporate Governance report.

18. INDEPENDENT DIRECTORS MEETING

The Independent Directors met once during the year under review, without the attendance of the Non - Independent Directors and members of the Management. The Independent Directors reviewed the performance of the Non Independent directors and the Board as a whole and the performance of the Chairman of the Company, taking into account the views of the Directors and assessed the quality, quantity and timeline of the flow of information

between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

19. COMMITTEES OF THE BOARD

Currently, the Board has Seven Committees, the audit committee, the nomination and remuneration committee, the stakeholder''s relationship committee, the corporate social responsibility committee and the risk management committee, Executive Committee and Securities Allotment Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report section of this Annual Report.

20. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on director''s appointment and remuneration and other matters provided in Section 178 (3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Director''s Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements

22. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company during the year. Related Party Transactions Policy is posted on the website of the Company and is available at https:// www.foodsandinns.com/pdf/policies/related-party-transaction-policy.pdf. The details of all the transactions with the related parties are disclosed in the Notes forming part of financial statements annexed to the financial statements for the year 2022-23 and prescribed Form AOC-2 is annexed as Annexure-4.

All the Related Party Transactions entered into by the Company are in ordinary course of business and on an arm''s length basis for which requisite approvals from the Audit Committee and the Board of Directors were obtained.

23. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are given below:

The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
Sl. No	Name of the director	Total ('' in Lakhs)	Ratio (times)
A)	Median Employee Remuneration	3.37
B)	Non Executive Directors Remuneration
1.	B. C. Dalal	15.90	4.72
2.	Vinod Kumar Beswal	4.20	1.25
3.	Kamlini C. Maniar	4.30	1.28
4.	Hormazdiyaar Vakil	5.35	1.59
5.	Ray Simkins	3.00	0.89
6.	Pallavi Dhupelia	3.25	0.96
7.	Maneck Eruch Davar	3.55	1.05

ii. The percentage increase/ (decrease) in remuneration of each director, Chief Executive Officer, Company Secretary, if any, in the financial year:

Chief Executive Officer: 26.51%,

Chief Financial Officer: 25.77%,

Company Secretary: 26.69%,

iii. The percentage increase in the median remuneration of employees in the financial year 2023: 1.81%

iv. There were 432 permanent employees on the payroll of the Company as on March 31,2023.

v. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average increase in the remuneration of all employees was 6.11% in F.Y. 2023.

The average increase in the remuneration of both, the managerial and non managerial personnel was determined based on the overall performance of the Company. Further the remuneration of the managerial personnel is based on the remuneration policy as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors.

vi. It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year, no significant or material orders were

passed by any regulators against the Company other than that disclosed separately in the notes of the financial statements.

25. EXTRACT OF ANNUAL RETURN- FORM NO MGT-9

The Annual Return pursuant to the provision of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, will be available on the website of the Company at www. foodsandinns.com

26. AUDITORS

26.1 Statutory Auditors

The Company’s Auditors M/S G. M. Kapadia & Co, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Forty Fifth Annual General Meeting of the Company held on 1309-2017 till the conclusion of the Fiftieth Annual General Meeting to be held in the year 2022. They have confirmed their eligibility under section 141 of the Act, and the rules framed thereunder for reappointment as Auditors of the Company as required under SEBI regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India.

Pursuant to the recommendation of the Audit Committee, the Board of Directors of the Company has re-appointed M/s G.M. Kapadia & Co Chartered Accountants, (Firm Registration No 104767W issued by the Institute of Chartered Accountants of India) as the Statutory Auditors of the Company for the Second term of 5 consecutive years and to hold office as such from 50^th AGM until the conclusion of 55^th Annual General Meeting of the Company.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors.

26.2 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ragini Chokshi & Co, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report along with the secretarial compliance report is annexed as Annexure-5 to this report and does not contain any qualifications.

26.3 Internal Auditors

The Company has appointed firms of chartered accountants as its internal auditors at the locations of the factories situated at Chittoor, Vankal, Bulsar, Nashik, Gonde and corporate office to evaluate the efficacy and adequacy of internal control systems, compliances with operating systems, accounting procedures and policies. The Internal Auditors submitted their reports from time to time.

27. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of woman employees at workplace. There was no case of sexual harassment reported during the year under review.

28. UNCLAIMED DIVIDEND

The Company / RTA has been periodically intimating the concerned shareholders, requesting them to encash their dividend before it becomes due for transfer to the IEPF. Unclaimed dividend amounting to '' 55,920 for F.Y. 201415 was transferred to the IEPF on 04/11/2022.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF) Pursuant to the provisions of section 125 of the companies Act, 2013, read with IEPF authority (Accounting, Audit, Transfer and Refund ) Rules, 2016 ('' the rules’), all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India after the completion of seven years. Further, according to the said Rules, the shares on which dividend remain unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority. Accordingly, the Company has transferred the corresponding shares to the demat account of the IEPF Authority as per the requirements of the IEPF rules for the dividend remained unpaid or unclaimed upto the financial year 2016-17.

30. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

As on the date of this Report, there was no one time settlement done hence there was no requirement to obtain valuation report. Therefore the need of valuation does not arise.

31. THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

As on the date of this Report, Company has no proceedings pending cases under the Insolvency and Bankruptcy Code, 2016

32. GREEN INITIATIVES

I n the line with the ''Green initiative’, the Company has affected electronic delivery of the Annual Report 202223 are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). Your Company would encourage other Members also to register themselves for receiving Annual Report in electronic form.

33. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, cooperation and support.

On behalf of the Board

BHUPENDRA DALAL

Place: Mumbai Chairman

Date: August 7, 2023 (DIN: 00061492)

---

Mar 31, 2018

The Directors present their report on the financial performance, business and operations of the Company for the year ended March 31, 2018

1. FINANCIAL RESULTS

The highlights of the financial performance for the year gone by and its comparison with previous year are given below:

(Rs. In Lakhs)

	Standalone		Consolidated
	2017-18 (Rs.)	2016-17 (Rs.)	2017-18 (Rs.)	2016-17 (Rs.)
Total Income	32,684.36	36,125.42	34,406.52	37,640.12
Total Income excluding Excise Duty	32,520.19	35,391.71	34,242.35	36,906.41
Profit Before Depreciation, Finance and Tax (PBDIT) inclusive of other Income	3,492.25	3,741.32	3,321.67	3,762.82
Finance Cost	1,784.17	1,818.22	1,807.36	1,842.30
Depreciation	958.63	940.15	1,046.51	1,019.54
Profit before share of profit/(loss) from Associate/ Joint venture and exceptional items	749.44	982.95	467.80	900.98
Share of profit/(loss) from Associate/ Joint venture	Nil	Nil	Nil	0.77
Profit before exceptional items and tax	749.44	982.95	467.80	901.75
Exceptional items net(Loss)/ gain	Nil	Nil	Nil	Nil
Tax Expenses	120.86	431.09	120.86	431.09
Net Profit for the year	628.58	551.86	346.94	470.66
Appropriations
Transfer to General Reserves	Nil	Nil	Nil	Nil
Balance carried to Balance sheet	628.58	551.86	346.94	470.66

2. RESULTS OF OPERATIONS

As per the Standalone Financials for year ended on March 31, 2018 the turnover of the Company is Rs.320.01 crores as compared to Rs.346.86 crores for the year ended on March 31, 2017. The Company made a profit before tax of Rs.7.49 crores during the year ended March 31, 2018 against the profit before tax of Rs.9.83 crores during the year ended on March 31, 2017.

As per the Consolidated Financials for year ended on March 31, 2018 the turnover of the Company is Rs.336.91 crores as compared to Rs.361.50 crores for the year ended on March 31, 2017. The Company made a profit before tax of Rs.4.68 crores during the year ended March 31, 2018 against the profit before tax of Rs.9.01 crores during the year ended on March 31, 2017.

The Company''s exports during the year was Rs.199.31 crores (Rs.189.29 crores) and domestic sale was Rs.103.30 crores (''143.38 crores).This translates into a ratio of 62.28 % to 32.28% (54.57% to 41.34%) between exports and domestic sales.

3. SHARE CAPITAL OF THE COMPANY

a. Sub division of Equity Shares of Face Value of Rs.10/- each into Equity Shares of Face Value of Rs.1/- each

Pursuant to the approval of shareholders of the Company through Postal Ballot notice dated February 15, 2018, the nominal face value of equity shares of the Company was sub-divided from Rs.10/- per equity shares to Rs.1/- per equity share regulatory provisions and procedures were completed on April 20, 2018 and the equity shares were sub divided w.e.f. April 20, 2018.

To facilitate this sub-division, shareholders were issued 10 equity shares of Rs.1 each in lieu of one equity share of Rs.10 each held by them as on the record date i.e. April 20, 2018 fixed for this purpose.

b. Increase in the Paid up Share Capital through conversion of warrants on Preferential Basis:

Pursuant to the receipt of approval of the Shareholders of the Company at the 44^th Annual General Meeting held on 08-09 2016, the 36000 warrants issued to Mr. Milan Dalal, promoter of the Company, at a price of Rs.720/- per equity shares, in accordance with the provisions of Chapter VII of SEBI ICDR Regulations, were due for conversion into equity shares by the company through Board resolution passed on March 13, 2018.

4. DIVIDEND

Your Board of Directors, in its meeting held on May 24, 2018 has recommended a Final Dividend of Rs.0.30 (i.e. 30 %) per equity share of the paid up value of Rs.1 (last year Rs.3.00 per equity share of the paid up value of Rs.10) for the financial year ended March 31, 2018 amounting to Rs.49.26 lakhs as against Rs.48.18 lakhs. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

5. TRANSFER TO RESERVES

The Company proposes to transfer Rs.NIL to the general reserves out of the amount available for appropriation and an amount of Rs.3,135.11 lakhs is proposed to be retained in the profit and loss account.

6. FIXED DEPOSITS

The Company had discontinued its Fixed Deposit scheme in the financial year 2014-15. The Company has repaid all its fixed deposit in the last year ended March 31, 2017, except deposits of Rs.20,000 which remain unclaimed by 2 depositors.

7. AMALGAMATION OF FINNS FROZEN FOODS (INDIA) LIMITED (“THE TRANSFEROR COMPANY”) WITH FOODS AND INNS LIMITED (“THE TRANSFEREE COMPANY”)

The Board of Directors of the Company at its meeting held on April 21, 2018, has approved the Scheme of Arrangement in terms of Sections 230 to Section 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 involving amalgamation of Finns Frozen Foods (India) Limited, the Wholly Owned Subsidiary Company w.e.f April 1, 2018 (“the Transferor Company”) with Foods and Inns Limited (“the transferee company”). The said scheme would be operational upon approval by Hon''ble Bombay High Court and other regulatory and statutory authorities as applicable.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred after March 31, 2018 till date of this report.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(i) Overview of the Indian food processing industry:

The Indian food industry, poised for massive growth, continues to increase its contribution to world food trade. In India, the food sector has emerged as a high-growth and high-profit sector, given its immense potential for value addition, particularly in the Food Processing Industry.

The processed food market, currently valued at USD 322 billion in 2016, is expected to grow to US $543 billion by 2020 at a Compound Annual Growth Rate (CAGR) of 14.6 per cent. For the next 5 years the food industry is expected to grow to US $958 billion by 2025, at a CAGR of 12 per cent to account for increasing saturation of the market.

The Ministry of Food Processing Industries has been implementing several schemes under the umbrella of the ‘Pradhan Mantri Kisan Sampada Yojana''. These schemes, with an allocation of INR 60 billion (US $900 million) for the period 2016 to 2020, are expected to leverage investments of INR 314 billion (US $5 billion) for development of infrastructure in the food processing sector.

The Government, through the Ministry of Food Processing Industries (MoFPI), is making every effort to boost investments in the sector. Encouraged by proactive policy measures of the Government of India and the state Governments, several foreign companies, as well as domestic corporate, have set up processing units on their own or through joint ventures (JV) and often in collaboration with other players.

Your company is in an exciting and fast moving space coupled with India''s demographic change leading to the Age of Consumerism. Demographic changes in the today''s market include increasing young population, growing disposable income and rapid life-style changes with respect to the common man. Couple of key macro-economic trends which are supporting this industry including a) 1.3bn potential customers b) One of the fastest growing economies in the world c) One tax - GST d) 100% FDI in Food Processing e) Globally ranked 1 in production of several agri-commodities and ranked 2 in total food production.

(ii) Expansion plan and strategic outlook:

Your company has developed a succinct one page business plan which is the guiding principles for all staff. This is regularly monitored and revised as we continue to unlock intrinsic value with expansion planning of new and modern processing facilities across all our facilities so as to amplify synergies. We are on the brink of closing 2 key capex projects in our Western and Southern facilities which not only increase our capacity but also our product portfolio and reach to market. For the year going forward we have another couple of sizeable capex initiatives to take advantage of the same.

In order to improve our supply chain and lower our cost of operations we have successfully phased in our long awaited Enterprise Resource Planning system across all our locations. This provides extreme value in the form of customer relationship management, regulatory compliance, streamlined data analysis/quality and improved reporting. Additionally this has empowered our staff and helped streamline their work.

Our strategic outlook remains bullish, with our unconditional focus on building customer trust and value. Our unique selling points sits with our professional yet very experienced management team coupled with our unwavering focus on providing a quality product.

Our senior management team remains very hands on with the market whilst assessing new opportunities regularly as India partakes in a slow but steady growth curve.

(iii) Delivering long term sustainable value

Our over arching business strategy is to deliver long term sustainable value in all we do. These are achieved via the following:

a) Customer insights drive our business hence connecting and understanding their needs is paramount to value creation

b) Driving efficiencies across our business ensuring strong financial controls are in place while investing for growth

c) Working closely as a team and with external stakeholders so that we can build relationships to successfully forward and backward integrate our business

d) Acting responsibly and listening to our consumers, taking care of our people, working to minimize our environmental impact and gives something back to the communities we serve.

(iv) Risk management:

Risk management is a key to the Company''s strategy; it is not only used as a tool for risk mitigation but to also assist in finding opportunities for continuous development. The Company is constantly evolving whilst developing a well-documented risk management framework hence assisting in timely identification, assessment and mitigation of risks.

The Company has constituted a Risk management committee which has been entrusted with responsibility to assist the Board in overseeing the Company''s risk management process and control, setting strategic plans and objectives for risk management, review the Company''s risk appetite and strategy relating to key risk including market risk, product risk.

The Company has adopted a risk management policy in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Board takes responsibility for the overall process of risk management in the organization.

Few key risks identified by the Company are as under:

a) Blockage of working capital due to characteristic nature of business cycle.

b) Limitation of plant utilization due to seasonal nature of business resulting in restricted processing of variety of fruits.

c) Global warming resulting in untimely rains affecting the quality, fruit availability and price.

v) Internal control system and adequacy:

In order to ensure orderly and efficient conduct of business, the Company has planned to put more focused and necessary internal control systems in line with business requirements, scale of operations and geographical spread. These systems will largely include policies and procedures, IT systems, delegation of authority, segregation of duties and internal audit review framework.

In line with regulation the Company will continue to implement necessary internal financial controls and systems with regard to adherence to company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Additionally the company is building thorough Standard Operating Procedures (SOPs) for the overall operations of the Company.

(vi) Cautionary Statement:

The statements made and figures given in the various sections of “Management Discussion and Analysis” are keeping in mind the company''s objectives, estimates and expectations. The actual results may differ from those expected depending upon the economic conditions, changes in Government regulations, tax regimes and other external and internal factors.

10. SUSTAINABILITY

The simple definition of sustainability at company is the overall well being of a farmer. This is the one stop shop amongst all our certifications, innovations and initiatives. Our strategic outlook puts immense focus on sustainability as an intrinsic part of the Company''s business model and is vital to its long term growth strategy. Whilst operating in the Indian agricultural space coupled with a plethora of western customers sustainability is manifested in our operating practices and systems to ensure we are geared towards conservation of resources and environment management to create value for all our stakeholders. Some key sustainability initiatives for the year:

(a) Promoting Sustainable Agricultural Farm Practices with our sourcing partners through implementation of various globally acclaimed certification programs

(b) Commercializing farming operations by set up of Farmer Producer Companies

(c) Provision of organic/natural pesticides to farmers and training on use of organic/natural farming practices. This is a key initiative to secure our long term relationship with customers who now have stringent requirements on pesticide usage

(d) Curating our fruit waste to be 100% recyclable (i.e. zero waste mission). We are effectively using waste material such as fruit skin, peel, seed and even reusing our water post treatment

(e) Controlling and limiting use of chemical inputs to promote general soil health and food quality.

(f) Rain water harvesting ponds, along with collection of rooftop rain water

(g) Reducing carbon dioxide emissions

(h) Planting of trees at factory premises

(i) Optimizing energy efficiency via installation of additional solar panels

11. CORPORATE SOCIAL RESPONSIBILITY

The Company has always considered Corporate Social Responsibility (CSR) as a voluntary activity and a part of its long term vision of creating value for all its stakeholders. Our Company believes that giving back to society is not a mandate but something which is integral to its beliefs. Accordingly, CSR is an integral part of the Company''s business and is even promoted at the Board level.

The Company contributed directly in urban and rural areas in sectors such as education and water& sanitation.

Further details on the prescribed CSR spend under section 135 of the Companies Act, 2013 and the amount committed and distributed during the year under review are provided in the Annual Report on CSR activities annexed as Annexure-1 to this report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed as Annexure-2 to this report.

13. SUBSIDIARY COMPANIES

FNI Asia PTE Ltd, Singapore and Pharmpak Private Limited are two wholly owned subsidiaries and during the year Finns Frozen Foods (India) Limited has become a subsidiary of the Company w.e.f 16-03-2018 due to increase of share holding from 48% to 51.40%

Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed Form AOC-1 is annexed as Annexure-3.

14. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (the listing Regulations), consolidated financial statements of the Company and all of its subsidiaries has been prepared for the year under report. The Audited Consolidated financial statements along with the auditors'' report thereon forms part of this Annual report.

15. CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. We believe sound corporate governance is critical to enhance and retain investor trust. Our Board exercises its fiduciary responsibilities in the widest sense of term.

Our Corporate governance report forms part of this Annual report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 (7) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of the Companies Act, 2013, Mr. Milan Dalal retires by rotation and is eligible for re-appointment.

The Board of Directors has on the recommendation of the Nomination and Remuneration committee appointed Mr. Hormazdiyaar Vakil, as an additional director of the Company w.e.f August 14, 2018.

Further details of Directors include remuneration, independence, performance, Committees and Directors meeting, are given in the Corporate Governance Report, which is integral part of this Annual and Board''s Report.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that;

- In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- we 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 financial year ended March 31, 2018 and of the profit of the Company for that year.

- we 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.

- we have prepared the Annual Accounts on a going concern basis.

- we have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

- we have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. INSURANCE

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

19. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirement as prescribed by Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meeting like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors, performance of non Independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of directors.

20. NUMBER OF MEETINGS OF THE BOARD

The Board met Seven times during the financial year, the details of which are given in the Corporate Governance report.

21. INDEPENDENT DIRECTORS MEETING

The Independent Directors met once during the year under review, without the attendance of the Non - Independent Directors and members of the Management. The Independent Directors reviewed the performance of the Non Independent directors and the Board as a whole and the performance of the Chairman of the Company, taking into account the views of the Directors and assessed the quality, quantity and timeline of the flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

22. COMMITTEES OF THE BOARD

Currently, the Board has five committees, the audit committee, the nomination and remuneration committee, the stakeholder''s relationship committee, the corporate social responsibility committee and the risk management committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report section of this Annual Report.

23. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on director''s appointment and remuneration and other matters provided in Section 178 (3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Director''s Report.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements

25. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company during the year. Related Party Transactions Policy is posted on the website of the company and is available at https://www.foodsandinns.com/pdf/policies/related-party-transaction-policy.pdf. The details of all the transactions with the related parties are disclosed in the Notes forming part of financial statements annexed to the financial statements for the year 2017-18.

All the Related Party Transactions entered into by the Company are in ordinary course of business and on an arm''s length basis except the acquisition of additional holdings in Finns Frozen Foods (India) Limited which was not on arms'' length basis, annexed as Annexure-4 in Form AOC-2 to this report for which requisite approvals from the Audit Committee and the Board of Directors were obtained. The transaction amount was not exceeding the applicable statutory limits and therefore no approvals from the shareholders were required.

26. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are given below:

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Sl. No	Name of the director	Total (Rs. in lakhs)	Ratio (times)
A)	Median Employee Remuneration	2.57
B)	Non Executive Directors Remuneration
1.	Mr. Bhupendra Dalal	4.55	1.77
2.	Mr. Milan Dalal	4.25	1.65
3.	Mr. Dinkarray Trivedi	2.15	0.84
4.	Mr. VinodKumar Beswal	2.45	0.95
5	Mr. Raymond Simkins	1.50	0.58
6.	Mrs. Kamlini Maniar	1.65	0.64
7.	Mr. Deepak Mohla*	0.55	0.21

* Since this information is for part of the year, the same is not comparable.

ii. The percentage increase/ (decrease) in remuneration of each director, Chief Executive Officer, Company Secretary, if any, in the financial year:

Name & Designation	% increase/ (decrease) in remuneration
	for the financial year 17-18
Mr. Moloy Saha, CEO	3.84%
Mr. Ameya Dhupelia, CFO	Nil
Mrs. Randeep Kaur, CS	Nil

iii. The percentage increase in the median remuneration of employees in the financial year: 13.99 %

iv. There were 263 permanent employees on the roll of the Company as on March 31, 2018.

v. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average decrease in the remuneration of all employees was 2.84% in F.Y. 2018.

The average increase in the remuneration of both, the managerial and non managerial personnel was determined based on the overall performance of the Company. Further the remuneration of the managerial personnel is based on the remuneration policy as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors.

vi. It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year, no significant or material orders were passed by any regulators against the Company other than that disclosed separately in the notes of the financial statements.

28. EXTRACT OF ANNUAL RETURN- FORM NO MGT-9

The details forming part of the extract of then Annual Return in Form No MGT-9 is annexed as Annexure-5 to this report.

29. AUDITORS

29.1 Statutory Auditors

The Company''s Auditors Messrs G M Kapadia & Co, Chartered Accountants, were appointed as statutory auditors of the company from the conclusion of the Forty Fifth Annual General Meeting of the Company held on 13-09-2017 till the conclusion of the Fifty Annual General Meeting to be held in the year 2022. They have confirmed their eligibility under section 141 of the Act, and the rules framed thereunder for reappointment as Auditors of the Company as required under SEBI regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors.

29.2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. J.Y. Gupte, Practising Company Secretary, to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed as Annexure-6 to this report and does not contain any qualifications.

29.3 Internal Auditors

The company has appointed firms of chartered accountants as its internal auditors at the locations of the factories situated at Chittor, Bulsar and Nashik to evaluate the efficacy and adequacy of internal control systems, compliances with operating systems , accounting procedures and policies. The Internal Auditors submitted their reports from time to time

30. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of woman employees at workplace. There was no case of sexual harassment reported during the year under review.

31. UNCLAIMED DIVIDEND

The Company / RTA has been periodically intimating the concerned shareholders, requesting them to encash their dividend before it becomes due for transfer to the IEPF.

Unclaimed dividend amounting to Rs. 0.59 Lakhs for F.Y. 2009-10 was transferred to the IEPF on 26/06/2018. Further, there is no unclaimed dividend in respect of F.Y 2010-12 (18 months) to be claimed by the shareholders of the Company since no dividend was recommended by the Board of Directors for that period. Hence, no amount will be transferred to the IEPF for the financial year March 31, 2019.

32. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of section 125 of the companies Act, 2013, read with IEPF authority (Accounting, Audit, Transfer and Refund ) Rules, 2016 (‘ the rules''), all unpaid and unclaimed dividends are required to be transferred by the company to IEPF established by the Government of India after the completion of seven years. Further, according to the said Rules, the shares on which dividend remain unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority. Accordingly, the company has transferred the corresponding shares to the demat account of the IEPF Authority as per the requirements of the IEPF rules for the dividend remained unpaid or unclaimed upto the financial year 2009-10.

33. GREEN INITIATIVES

In the line with the ‘Green initiative'', the Company has affected electronic delivery of the Annual Report 2017-18 are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies are sent.

34. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, cooperation and support.

On behalf of the Board

BHUPENDRA DALAL

Chairman

Mumbai, August 14, 2018 (DIN: 00061492)

---

Mar 31, 2016

DIRECTORS’ REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Dear Members,

We are pleased to present our report together with Management Discussion and Analysis for the year ended 31^st March 2016.

1. FINANCIAL RESULTS

A snapshot of the financial performance for the year gone by and its comparison with previous year is given below:

	Standalone		Consolidated
	2015 - 2016 (Rs.)	2014 - 2015 (Rs.)	2015 - 2016 (Rs.)	2014 - 2015 (Rs.)
Revenue from operations	3,35,48,90,545	3,59,08,77,834	3,35,48,90,545	3,59,08,77,834
Profit/ (Loss) before tax	5,47,89,567	15,69,79,903	5,42,01,967	15,48,68,760
Provision for Taxation	1,51,00,000	3,50,00,000	1,51,00,000	3,50,00,000
Tax Adjustments of Earlier Years	NIL	(93,513)	NIL	(93,513)
Deferred tax	3,30,00,000	(44,19,891)	3,30,00,000	(44,19,891)
MAT Credit	NIL	(5,41,675)	NIL	(5,41,675)
MAT Credit (Reversal)	5,41,675	NIL	5,41,675	NIL
Profit after Tax	61,47,892	12,70,34,982	55,60,292	12,49,23,840
Prior period adjustments	NIL	NIL	NIL	NIL
Balance Brought Forward	12,41,99,992	4,14,20,330	12,41,79,010	4,22,23,588
Profit / (Loss) Available for Appropriation	13,03,47,884	16,84,55,312	13,02,29,734	16,84,34,330
Appropriations
Proposed Dividend	36,27,600	36,27,600	36,27,600	36,27,600
Tax on Dividend	8,49,404	6,27,720	8,49,404	6,27,720
Transfer to General Reserves	NIL	4,00,00,000	NIL	4,00,00,000
Balance carried to Balance Sheet	12,58,70,880	12,41,99,992	12,57,52,730	12,41,79,010

2. RESULTS OF OPERATIONS

As per the Standalone Financials for year ended on March 31, 2016 the turnover of the Company is Rs.335.49 crores as compared to Rs..359.09 crores for the year ended on March 31, 2015. The Company made a profit before tax of Rs..5.48 crores during the year ended March 31, 2016 against the profit before tax of Rs..15.70 crores during the year ended on March 31, 2015.

As per the Consolidated Financials for year ended on March 31, 2016 the turnover of the Company is Rs.335.49 crores as compared to Rs.359.09 crores for the year ended on March 31, 2015. The Company made a profit before tax of Rs..5.42 crores during the year ended March 31, 2016 against the profit before tax of Rs..15.49 crores during the year ended on March 31, 2015.

The Company’s exports during the year was Rs..232.70 crores (Rs..229.40 crores) and domestic sale was Rs..96.08 crores (Rs..131.36 crores). This translates into a ratio of 69.36% to 28.64 % (63.59% to 36.41%) between exports and domestic sales.

The company has been able to maintain moderate growth in export sales for the year irrespective of overall de growth in exports from India, however due to lower off take in domestic market our overall sales is lower by 7% compared to previous year.

The spray drying operations at Chembur Factory were closed down from 30th December, 2015. The said operations are now being carried out at newly started spray drying unit at Nasik Factory from 01st January, 2016.

3. DIVIDEND

Your Board of Directors, in its meeting held on May 28, 2016, has recommended a Final Dividend of Rs.2.50 (i.e.25%) per equity share (last year Rs.2.50 per equity share) for the financial year ended March 31, 2016. The total outgo on dividend payment for the year ended 31 March 2016 is estimated to be Rs.43,66,107 including dividend distribution tax of Rs.7,38,507 as against Rs.42,55,320 including dividend distribution tax of Rs.6,27,720 for the year ended 31 March 2015. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs.NIL to the general reserves out of the amount available for appropriation and an amount of Rs.12.59 crores is proposed to be retained in the profit and loss account.

5. FIXED DEPOSITS

The Company had discontinued its Fixed Deposit scheme in the financial year 2014-15. The total amount of fixed deposits of Rs.0.84 crores are outstanding as on March 31, 2016 which will be repaid on or before the due date of its maturity. The Company, during the year, has not accepted any deposits from the public falling within the ambit of section 73 of the Act, and the Rules framed there under.

6. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was Rs.1.45 crores. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any scheme.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financial position between end of the financial year and the date of the report.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(i) Overview of the Indian food processing industry:

The Indian food industry is poised for huge growth, increasing its contribution to world food trade every year. In India, the food sector has emerged as a high-growth and high-profit sector due to its immense potential for value addition, particularly within the food processing industry.

The food industry, which is currently valued at US$ 39.71 billion is expected to grow at a Compounded Annual Growth Rate (CAGR) of 11 per cent to US$65.4 billion by 2018.

The Government of India has been instrumental in the growth and development of the food processing industry. The government through the Ministry of Food Processing Industries (MoFPI) is making all efforts to encourage investments in the business. It has approved proposals for joint ventures (JV), foreign collaborations, industrial licenses and 100 per cent export oriented units. The Indian food processing industry accounts for 32 per cent of the country’s total food market, one of the largest industries in India and is ranked fifth in terms of production, consumption, export and expected growth. The Company has participated in this growth and hope to take advantage of the future upsides in fruit processing.

(ii) Expansion plan and strategic outlook:

Over the last few years, the Company has laid significant emphasis on setting up a new plant in Western Part of India to help scale up our business. The company has initiated the process and targeting to commence phase wise production. First phase of production is planned to commence by May, 2017

Additionally the Company is also performing a cost benefit analysis of renewing our spray drying unit in Nashik. The company started off with this operation in the year 1971 and we like to stick to our roots since we see large upsides in fruit powder going forward....

Our strategic outlook remains bullish, with our unconditional focus on the building customer trust and professional yet very experienced management team the Company continues to focus on providing a quality product whilst assessing all new opportunities in the market as India partakes in the slow but steady growth curve.

(iii) Risk management:

Risk management is key to the Company’s strategy, it is not only used as a tool for risk mitigation but to also assist in finding opportunities for continuous development. The Company is constantly evolving whilst developing a well-documented risk management framework hence assisting in timely identification, assessment and mitigation of risks.

The Company has constituted a Risk management committee which has been entrusted with responsibility to assist the Board in overseeing the Company’s risk management process and control, setting strategic plans and objectives for risk management, review the Company’s risk appetite and strategy relating to key risk including market risk, product risk.

The Company has adopted a risk management policy in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Board takes responsibility for the overall process of risk management in the organization.

Few key risks identified by the Company are as under:

a) Blockage of working capital due to characteristic nature of business cycle.

b) Limitation of plant utilization due to seasonal nature of business resulting in restricted processing of variety of fruits.

c) Global warming resulting in untimely rains affecting the quality, fruit availability and price.

iv) Internal control system and adequacy:

In order to ensure orderly and efficient conduct of business, the Company has planned to put more focused and necessary internal control systems in line with business requirements, scale of operations and geographical spread. These systems will largely include policies and procedures, IT systems, delegation of authority, segregation of duties and internal audit review framework.

In line with regulation the Company will continue to implement necessary internal financial controls and systems with regard to adherence to company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Additionally the company is building thorough Standard Operating Procedures (SOPs) for the overall operations of the Company.

(v) Cautionary Statement:

The statements made and figures given in the various sections of “Management Discussion and Analysis” are keeping in mind the company’s objectives, estimates and expectations. The actual results may differ from those expected depending upon the economic conditions, changes in Government regulations, tax regimes and other external and internal factors.

9. SUSTAINABILITY

Our strategic outlook puts immense focus on sustainability as an intrinsic part of the Company’s business model and is vital to its long term growth strategy. Whilst operating in the Indian agricultural space coupled with a plethora of western customers sustainability is manifested in our operating practices and systems to ensure we are geared towards conservation of resources and environment management to create value for all our stakeholders. Sustainability matters a regularly discussed at Board level. Few sustainability initiatives we have recently undertaken include:

a) Promoting Sustainable agricultural Farm Practices with our sourcing partners through implementation of various globally acclaimed certification programs

b) Rain water harvesting

c) Reduce carbon dioxide emissions

d) Optimizing efficient energy via solar panels

e) Utilization of processed waste and Conversion to energy

10. CORPORATE SOCIAL RESPONSIBILITY

The Company has always considered Corporate Social Responsibility (CSR) as a voluntary activity and a part of its long term vision of creating value for all its stakeholders. Our Company believes that giving back to society is not a mandate but something which is integral to its beliefs. Accordingly CSR is an integral part of the Company’s business and is even promoted at the Board level.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social responsibility Policy) Rules 2014.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure II to this report

12. SUBSIDIARY COMPANIES

As on March 31, 2016, the Company has 1 direct subsidiary and 2 associates.

During the year, the Board of Directors reviews the affairs of the subsidiary. In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiary and associates in the prescribed Format AOC-1 is attached to financial statements.

13. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards (AS-21) on Consolidated Financial Statements read with AS-23 on Accounting for investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report

14. CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. We believe sound corporate governance is critical to enhance and retain investor trust. Our Board exercises its fiduciary responsibilities in the widest sense of term.

Our Corporate governance report forms part of this Annual report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 (7) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Mr. Divakar Gavaskar, Independent Director resigned from the Board of Directors of the Company with effect from November 18, 2015.The Board placed on record its appreciation for the contributions made by Mr. Divakar Gavaskar during the tenure of office.

In accordance with the provisions of the Act, Mr. Raymond Simkins retires by rotation and is eligible for re-appointment.

Mr. Dadi B Engineer who was the Independent Director of the Company expired on May 30, 2016. Mr. Engineer played Key role in advisory capacity on various issues pertaining to the operations of Company. The Directors placed on record their profound grief on passing away of Mr. Engineer.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee designated Mr. Moloy Saha as Chief Executive Officer of the Company with effect from March 18, 2016.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that;

- In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- we 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 financial year ended March 31, 2016 and of the profit of the Company for that year.

- we 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.

- we have prepared the Annual Accounts on a going concern basis.

- we have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

- we have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirement as prescribed by Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meeting like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Director, performance of non Independent directors, performance of the board as whole and performance of the Chairman was evaluated, taking into account the views of executive director and non executive directors.

18. NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the financial year, the details of which are given in the Corporate Governance report.

19. COMMITTEES OF THE BOARD

Currently, the Board has five committees, the audit committee, the nomination and remuneration committee, the stakeholder’s relationship committee, the corporate social responsibility committee and the risk management committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report section of this Annual Report.

20. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on director’s appointment and remuneration and other matters provided in Section 178 (3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Director’s Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements

22. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large and hence, enclosing of Form AOC-2 is not required.

All related party transactions are placed before the Audit committee as also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions is placed before the Audit committee and the Board of Directors for their approval on a quarterly basis. The Company has developed a policy on Related Party Transactions as approved by the Board.

Details of related party transactions are given in the notes to the financial statement.

23. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are given below:

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Sl. No	Name of the director	Total (Rs. in lakhs)	Ratio (times)
A)	Median Employee Remuneration	2.17
B)	Non Executive Directors Remuneration
1.	Mr. Bhupendra Dalal	2.40	1.11

2.	Mr. Milan Dalal	1.90	0.88
3.	Mr. Dadi Engineer	0.75	0.35
4.	Mr. D.D. Trivedi	0.45	0.21
6.	Mr. V.K. Beswal	0.60	0.28
5.	Mr. Divakar Gavaskar (ceased on 18-11-2015)*	0.10	0.05
7	Mr. Raymond Simkins	---	---
8.	Mrs. Kamlini Maniar	0.35	0.16
C)	Executive Directors Remuneration
9	Mr. Utsav Dhupelia	94.03	43.33

* Since this information is for part of the year, the same is not comparable.

ii. The percentage increase/ (decrease) in remuneration of each director, Chief Executive Officer, Company Secretary, if any, in the financial year:

Chief Executive Officer: (2.03) %, Managing Director: 68.09% Company Secretary: NIL

iii. The percentage increase in the median remuneration of employees in the financial year: 21.30 %

iv. There were 264 permanent employees on the rolls of the Company as on March 31, 2016.

v. The explanation on the relationship between average increase in remuneration and Company performance:

The profit after tax for the financial year ended March 31, 2016 decreased by 95.16 % whereas the increase in median remuneration was 21.30 %. The average increase in median remuneration was in line with the increase of salary in the industry.

vi. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY 16 (Rs. in Lakh)	145.22
Revenue (Rs.in Lakh)	33,548.90
Remuneration of KMPs( as % of revenue)	0.43
Profit before tax (PBT) (Rs.in Lakh)	547.90
Remuneration of KMP (as % of PBT)	26.50

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

Particulars	March 31, 2016	March 31, 2015	% change
No. of Equity Shares	1451040	1451040	0.00
Market price per share (BSE)	475.00	730.00	(34.93)
Market capitalization	68,92,44,000	105,92,59,200	(34.93)
Earnings per share	4.24	87.55	(95.16)
Price earnings ratio	112.03	8.34	1,243.29

viii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average increase in the remuneration of all employees was 26.52% in F.Y. 2016. The average increase in remuneration of managerial personnel (i.e. managing director) was at 68.09% as per schedule V of the Companies Act, 2013

The average increase in the remuneration of both, the managerial and non managerial personnel was determined based on the overall performance of the Company. Further the remuneration of the managerial personnel is based on the remuneration policy as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors.

ix. Comparison of each remuneration of the key managerial personnel against the performance of the Company

Name of the KMP	Mr. Utsav Dhupelia, MD	Mr. Moloy Saha, CEO (w.e.f.18-03-2016)
Remuneration in FY 16 (Rs.in Lakhs)	94.03	51.19
Revenue (Rs.in Lakhs)	33,548.90
Remuneration as % of revenue	0.28	0.15
Profit before tax (Rs.in Lakhs)	547.90
Remuneration (as % of PBT)	17.16	9.34

x. The key parameters for any variable component of remuneration availed by the director:

There are no variable component of remuneration availed by the directors except the Managing Director which is a part of his remuneration package and the same is based on the recommendations of the Nomination and Remuneration Committee.

xi. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NONE

xii. It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year, no significant or material orders were passed by any regulators against the Company other than that disclosed separately in the notes of the financial statements.

25. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report.

26. AUDITORS

26.1 Statutory Auditors

The Company’s Auditors Messrs B.S. Mehta & Co, Chartered Accountants, were appointed as statutory auditors of the company from the conclusion of the Forty Second Annual General Meeting of the Company held on 22-09-2014 till the conclusion of the Forty Fifth Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every AGM. They have confirmed their eligibility under section 141 of the Act, and the rules framed there under for reappointment as Auditors of the Company as required under SEBI regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors.

26.2.Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, and the rules framed there under, the Company has appointed Mr. J.Y. Gupte, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith as Annexure IV to this report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the report issued by him for the financial year 2015-16 which call for any explanation from the Board of Directors.

27. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of woman employees at workplace. There was no case of sexual harassment reported during the year under review.

28. UNCLAIMED DIVIDEND

The Company / RTA has been periodically intimating the concerned shareholders, requesting them to encash their dividend before it becomes due for transfer to the IEPF.

Unclaimed dividend amounting to Rs.0.53 Lakhs for F.Y. 2007-08 was transferred to the IEPF on April 22, 2016. Further, the unclaimed dividend in respect of F.Y 2008-09 must be claimed by shareholders by February 28, 2017, failing which it will be transferred to the IEPF within a period of 30 days from the said date.

29. GREEN INITIATIVES

Electronic copies of the Annual Report 2015-16 are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies are sent.

30. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, cooperation and support.

On behalf of the Board of Directors

Mumbai, July 28, 2016 Bhupendra Dalal

Chairman

---

Mar 31, 2015

DEAR MEMBERS,

The Company's Directors are pleased to present 43rd Annual Report along with Audited Statement of Accounts for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS

Standalone

2014 - 2015 2013 - 2014 (Rs.) (Rs.)

Profit/ (Loss) before tax 15,69,79,903 5,76,26,200

Provision for Taxation 3,50,00,000 1,19,27,567

Tax Adjustments of Earlier Years (93,513) NIL

Deferred tax (44,19,891) 52,10,951

MAT Credit (5,41,675) (1,10,28,726)

Profit after Tax 12,70,34,982 5,15,16,408

Prior period adjustments NIL NIL

Balance Brought Forward 4,14,20,330 (31,76,587)

Profit / (Loss) Available for 16,84,55,312 4,83,39,821 Appropriation

Appropriations

Proposed Dividend 36,27,600 26,11,872

Tax on Dividend 6,27,720 4,43,888

Transfer to General Reserves 4,00,00,000 38,63,731

Balance carried to Balance Sheet 12,41,99,992 4,14,20,330

Consolidated

2014 - 2015 2013 - 2014 (Rs.) (Rs.)

Profit/ (Loss) before tax 15,48,68,760 5,92,06,468

Provision for Taxation 3,50,00,000 1,19,27,567

Tax Adjustments of Earlier Years (93,513) NIL

Deferred tax (44,19,891) 52,10,951

MAT Credit (5,41,675) (1,10,28,726)

Profit after Tax 12,49,23,840 5,30,96,681

Prior period adjustments NIL NIL

Balance Brought Forward 4,22,23,588 (39,53,602)

Profit / (Loss) Available for 16,84,34,330 4,91,43,079 Appropriation

Appropriations

Proposed Dividend 36,27,600 26,11,872

Tax on Dividend 6,27,720 4,43,888

Transfer to General Reserves 4,00,00,000 38,63,731

Balance carried to Balance Sheet 12,41,79,010 4,22,23,588

2. RESULTS OF OPERATIONS

As per the Standalone Financials for year ended on March 31, 2015 the turnover of the Company is Rs. 360.76 crores as compared to Rs.304.92 crores for the year ended on March 31, 2014. The Company made a profit before tax of Rs.15.70 crores during the year ended March 31,2015 against the profit before tax of Rs.5.76 crores during the year ended on March 31, 2014.The Company's exports during the year was Rs.229.40 crores (Rs.217.21 crores) and domestic sale was Rs.131.36 crores (Rs.87.71 crores). This translates into a ratio of 63.59% to 36.41 % (71.23% to 28.77%) between exports and domestic sales.

As per the Consolidated Financials for year ended on March 31, 2015 the turnover of the Company is Rs. 360.76 crores as compared to Rs.305.10 crores for the year ended on March 31, 2014. The Company made a profit before tax of Rs.15.49 crores during the year ended March 31, 2015 against the profit before tax of Rs.5.92 crores during the year ended on March 31, 2014.

3. COMPANY'S PERFORMANCE

The company achieved a growth in the sales because of major spurt in domestic sales and higher value addition on special quality products processed for key Japanese and European buyers.

The company has an ongoing capacity expansion program by up gradation and expansion of the capacities.

The commissioning of the new spray drying plant has been delayed due to unforeseen technical issues which are being resolved by the project consultants. The plant is now expected to be commissioned before end of the current financial year

5. DIVIDEND

Your Directors have recommended a dividend of Rs. 2.50 (i.e. 25%) per equity share (last year Rs. 1.80 per equity share) for the financial year ended March 31, 2015. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

6. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 4.00 crores to the general reserves out of the amount available for appropriation and an amount of Rs.12.42 crores are proposed to be retained in the profit and loss account.

7. FIXED DEPOSITS

During the year under review, your Company did not accept any new deposits within the meaning of provisions of Chapter V- (Acceptance of Deposits by Companies) as per the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The deposits of Rs. 2.75 crores accepted prior to 01-04-2014, are outstanding as on the date of the balance sheet which will be repaid on or before the due date of its maturity.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board pursuant to the provisions of Section 149 and 152 of the Companies Act 2013 and subject to the approval of shareholders in the ensuing Annual General Meeting has appointed Mr. Divakar Gavaskar, Mr. Vinod Kumar Beswal and Mrs. Kamlini Maniar as Independent Directors of the Company for a period of three years.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Board of Directors has on the recommendation of the Nomination and Remuneration Committee reappointed Mr. Utsav Dhupelia as Managing Director of the Company for a period of 3 years with effect February 15, 2015.

Mr. Nirmit Ved, Nominee Director Exim Bank ceased from the Board of Directors of the Company with effect from December 08, 2014.The Board placed on record its appreciation for the contributions made by Mr. Nirmit Ved during the tenure of office.

In accordance with the provisions of the Act, Mr. Milan Dalal retires by rotation and is eligible for re-appointment.

During the year under review, the Company has designated Mr. Moloy Saha, Chief Financial Officer as KMPs as per the definition under section 2(51) and section 203 of the Act.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that;

* In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

* we 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 financial year ended March 31,2015 and of the profit of the Company for that year.

* we 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.

* we have prepared the Annual Accounts on a going concern basis.

* we have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

* we have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirement as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49")

The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meeting like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Director, performance of non Independent directors, performance of the board as whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non executive directors..

11. NUMBER OF MEETINGS OF THE BOARD

Four meeting of the board were held during the year. For details of the meeting of the board, please refer to the corporate governance report, which forms part of this report.

12. AUDIT COMMITTEE

The details pertaining to the composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

13. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on director's appointment and remuneration and other matters provided in Section 178 (3) of the Act has been disclosed in the corporate governance report, which forms part of the Director's Report.

14. INTERNAL FINANCIAL CONTROL

The Company has in place internal financial control systems, commensurate with size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances.

15. RISK MANAGEMENT

The Company has constituted a Risk management committee which has been entrusted with responsibility to assist the Board in overseeing the Company's risk management process and control, setting strategic plans and objectives for risk management, review the Company's risk appetite and strategy relating to key risk including market risk, product risk.

The Company has adopted a risk management policy in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing agreement. The Board takes responsibility for the overall process of risk management in the organisation.

16. VOLUNTARY DELISTING OF COMPANY'S EQUITY SHARES FROM THE PUNE STOCK EXCHANGE LIMITED

In terms of the circular issued by the Securities Exchange Board of India (SEBI) dated May 30, 2012, the Pune Stock Exchange Limited (PSE), exercised the option of voluntary de-recognition and exit as a Stock Exchange, consequent to the turnover target not attained post issuance of the aforesaid circular. SEBI allowed the exit of PSE w.e.f 13-04-2015.

As a consequence all listed companies on Pune Stock Exchange were ceased to be listed on PSE.

17. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards (AS-21) on Consolidated Financial Statements read with AS-23 on Accounting for investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report

18. SUBSIDIARY COMPANIES

During the year under review, M/s FNI Asia PTE Ltd, a company incorporated in Singapore became Company's wholly owned subsidiary and M/s. Dravya Finance Limited and M/s. Asim Exports International Limited w.e.f March 31, 2015, ceased to be subsidiaries of the Company and became associate companies.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rule, 2014, the statement containing salient features of the financial statements of the Company's Subsidiaries and Associates in Form AOC-1 is attached to the financial statements.

19. AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, B.S. Mehta & Co, Chartered Accountants, were appointed as statutory auditors of the company from the conclusion of the forty second annual general meeting of the Company held on 22-09-2014 till the conclusion of the forty fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

20. SECRETARIAL AUDITORS

The Board had appointed Mr. J.Y Gupte, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure I to this report

21. AUDITOR'S REPORT AND SECRETARIAL AUDITORS REPORT

The auditor's report and secretarial auditor's report does not contain any qualifications, reservations or adverse remarks.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financial position between end of the financial year and the date of the report.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013. (Please refer to note 12, 13 and 15 to the Standalone Financial Statements).

25. CORPORATE GOVERNANCE

As per clause 49 of the listing agreement entered into with the stock exchange, corporate governance report with practicing Company Secretary certificate thereon is attached, which forms part of this report.

26. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large and hence, enclosing of Form AOC-2 is not required.

All related party transactions are placed before the Audit committee as also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions is placed before the Audit committee and the Board of Directors for their approval on a quarterly basis. The Company has developed a policy on Related Party Transactions as approved by the Board.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure II to this report.

28. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are given below:

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Sl. No Name of the director Total Rs. in Ratio lakhs) (times)

A) Median Employee Remuneration 1.79

B) Non Executive Directors Remuneration

1. Mr Bhupen Dalai 2.00 1.12

2. Mr. Milan Dalal 1.80 1.00

3. Mr. Dadi Engineer 0.65 0.36

4. Mr D.D. Trivedi 0.30 0.17

5. Mr. Raymond Simkins --- ---

6. Mr VK. Beswal (appointed w.e.f. 0.25 0.14 14-11-20t4)*

7. Mr. Divakar Gavaskar (appointed w.e.f 0.25 0.14 14-11-2014)

8. Mrs. Kamlini Maniar (appointed w.e.f. — — 30-03-2015)

9. Mr. Nirmit Ved (ceased w.e.f. 0.30 0.17 08-12-2014)*

C) Executive Directors Remuneration

10 Mr. Utsav Dhupelia 55.94 31.25

*Since this information is for part of the year, the same is not comparable

ii. The percentage increase in remuneration of each director, chief financial officer, Company Secretary, if any, in the financial year: Chief Financial officer: 3.40%, Managing Director: 100% Company Secretary: NIL

iii. The percentage increase in the median remuneration of employees in the financial year: 7.7%

iv. There were 269 permanent employees on the rolls of the Company as on March 31,2015.

v. The explanation on the relationship between average increase in remuneration and Company performance:

The profit after tax for the financial year ended March 31, 2015 increased by 146.59 % whereas the increase in median remuneration was 7.7%. The average increase in median remuneration was in line with the increase of salary in the industry.

vi. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY 15 (Rs. in Lakh) 108.19

Revenue (Rs. in Lakh) 36,076.79

Remuneration of KMPs( as % of revenue) 0.29

Profit before tax (PBT) (Rs. in Lakh) 1,569.80

Remuneration of KMP (as % of PBT) 6.89

vii. Variations in the market capitalization of the Company, price earning ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and In case of unlisted companies , the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Particulars March 31,2015 March 31, 2014

No. of Equity Shares 1451040 1451040

Market price per share (BSE) 730.00 137.55

Market capitalization 105,92,59,200 19,95,90,552

Earning per share 87.55 35.50

Price earnings ratio 8.34 3.88

Particulars % change

No. of Equity Shares 0.00

Market price per share (BSE) 430.72

Market capitalization 430.72

Earning per share 146.62

Price earnings ratio 114.95

viii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comprasion with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average increase in the remuneration of all employees was 4.12% in F.Y 2015. The average increase in remuneration of managerial personnel (i.e. managing director) was at 100% w.e.f. 14-02-2015 as per schedule V of the Companies Act, 2013

The average increase in the remuneration of both, the managerial and non managerial personnel was determined based on the overall performance of the Company. Further the remuneration of the managerial personnel is based on the remuneration policy as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors.

ix. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Mr. Utsav Dhupelia Mr. Moloy (Managing Director) Saha (Chief Financial officer)

Remuneration in FY 15 (Rs. in Lakh) 55.94 52.25

Revenue (Rs. in Lakh) 36,076.79

Remuneration as % of revenue 0.15 0.14

Profit before tax (PBT) (Rs. in Lakh) 1,569.80

Remuneration (as % of PBT) (Rs. in Lakh) 3.56 3.33

x. The key parameters for any variable component of remuneration availed by the director:

There are no variable component of remuneration availed by the directors except the Managing Director which is a part of his remuneration package and the same is based on the recommendations of the Nomination and Remuneration Committee.

xi. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

During the year from 01-04-2014 till 14-02-2015, the Executive Vice President (Operations Western Region) and Chief Financial officer received the remuneration in excess of Managing Director who is highest paid director. The ratio of remuneration is 103.74% and 93.40% respectively which is calculated considering the remuneration for the said period.

xii. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company remuneration policy is based on industry standards, competent and experience of the employee. Individual pay is determined by the performance of the individuals. The Company affirms that remuneration is as per the remuneration policy of the Company

xiii. There are no employees falling within the purview of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014.

29. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report.

30. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social responsibility Policy) Rules 2014.

31. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of woman employees at workplace. There was no case of sexual harassment reported during the year under review.

32. UNCLAIMED DIVIDEND

As per the provisions of Section 205C of the Companies Act, 1956, unclaimed dividend amounting to Rs. 0.45 lakhs for the F.Y 2006-07 was transferred to Investor Education and Protection Fund on April 06, 2015. Further, the unclaimed dividend in respect of F.Y 2007-08 must be claimed by shareholders by February 28, 2016 failing which it will be transferred to the Investor Education and Protection Fund within a period of 30 days from the said date. In terms of the said section, no claim would lie against the Company or Investor Education and Protection Fund after the transfer.

33. GENERAL

Your Directors state 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:

* Issue of equity shares with differential rights as to dividend, voting or otherwise.

* Issue of shares (including sweet equity shares) to employees of the Company under any scheme.

34. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, customers and members during the year under review. Your Directors also wish to place on record their sense of appreciation for the committed services by the Company's executives, staff and workers.

By Order of the Board For FOODS AND INNS LIMITED

Mumbai, August 13, 2015 B.C. DALAL CHAIRMAN (DIN: 00061492)

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Forty Second Annual Report of the Company together with audited accounts for the financial year ended on March 31,2014.

1. FINANCIAL RESULTS

2013 - 2014 2012 - 2013 Rs. Rs.

Profit/ (Loss) before tax 5,76,26,200 2,52,68,857

Provision for Taxation 1,19,27,567 59,23,847

Tax Adjustments of Earlier Years NIL (7,24,893)

Deferred tax 52,10,951 5,47,523

MAT Credit (1,10,28,726) (56,51,122)

Profit after Tax 5,15,16,408 2,51,73,502

Prior period adjustments NIL Nil

Balance Brought Forward (31,76,587) (2,83,50,089)

Profit / (Loss) Available for Appropriation 4,83,39,821 (31,76,587)

Appropriations

Proposed Dividend 26,11,872 14,51,040

Tax on Dividend 4,43,888 2,46,604

Transfer from General Reserve NIL (16,97,644)

Transfer to General Reserves 38,63,731 NIL

Balance carried to Balance Sheet 4,14,20,330 (31,76,587)

2. OPERATIONS,MANAGEMENT DISCUSSION AND ANALYSIS:

During the financial year ended on March 31,2014, the turnover of the Company is Rs. 304.92 crores as compared to Rs. 257.65 crores for the year ended on March 31,2013. The Company made a profit before tax of Rs. 5.76 crores during the year ended March 31, 2014 against the profit before tax of Rs. 2.53 crores during the year ended on March 31,2013.The Company''s exports during the year was Rs. 217.14 crores (Rs. 191.48 crores) and domestic sale was Rs. 75.81 crores (Rs. 55.86 crores). This translates into a ratio of 74.12% to 25.88 % (77.42% to 22.58%) between exports and domestic sales.

3. DIVIDEND:

Your Directors recommend payment of final dividend for the financial year ended March 31, 2014 of Rs. 1.80 per equity shares of face value of Rs. 10 per share as against Rs. 1.00 per equity share of face value of Rs. 10 per share for the previous year.

4. FUTURE PROSPECTS:

We are glad to inform that Company has upgraded its existing fruit concentration line to produce Tomato Paste as per International standard. The first season business response has been encouraging hence your company is considering setting up second plant in the western region.

Also Company is at a final stage of negotiating project cost for food service & institutional pack for Tomato paste for fast food chain.

The new spray drying plant will also being planned for commissioning in September,2014.

Further your Company has successfully negotiated contract manufacturing of value added fruit compounds and blend with the equipment supplied by leading EU Company for exclusive production for their requirement to be sold in domestic and neighboring countries.

5. AUDITOR''S REMARKS:

The Internal Audit of business operations at all manufacturing units located at Bulsar, Chembur, Chittor and Nashik is being carried out by independent firms of Chartered Accountants and scope of internal audit is being widened to cover the operations at corporate offi ce.

6. FIXED DEPOSITS FROM THE PUBLIC:

As on March 31,2014, fixed deposits from the public and shareholders stood at Rs. 7.80 crores Public Rs. 6.42 crores and Rs. 1.38 crores from a shareholder who is a relative of a Director; There are no overdue deposits.

As of March 31,2014 public deposits amounting to Rs. 4.20 lacs had not been claimed by15 depositors. Depositors are being intimated to claim their deposits. Your Company has stopped accepting and/ or renewing fixed deposits from the general public and shareholders.

7. CORPORATE GOVERNANCE:

The Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with a certificate from the Practising Company Secretary for the compliance is annexed and forms part of this report. A Management Discussion and Analysis Report also accompanies this Report.

8. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statement are prepared by your Company in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with Auditors'' Report thereon form part of the Annual Report. The financial statements have been prepared as per revised Schedule VI issued by the Ministry of Corporate Affairs.

9. SUBSIDIARY COMPANIES:

We wish to inform you that Dravya Finance Limited have incurred profit of Rs. 16.21 Lakhs and Asim Exports International Limited have incurred losses of Rs. (0.41) lakhs, for the year under review.

A statement (as required pursuant to Section 212 of the Companies Act, 1956) relating to the Company''s interest in the Subsidiary Company is provided separately.

The Ministry of Corporate Affairs, Government of India, has granted exemption from attaching Balance Sheet, Statement of Profit and Loss and Schedules thereto and Reports of Board of Directors and Auditors vide its General Circular no. 2/2011 date 8 February 2011. In view of this circular your company has not annexed Audited Annual accounts of its subsidiary viz Dravya Finance Limited and Asim Exports International Limited for the year ended March 31, 2014. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies.

10. DIRECTORS:

Mr. Chaitan M. Maniar who was the Director of the Company expired on June 29, 2014. Mr. Maniar played an important role in guiding the Company on various issues pertaining to its operations. The Directors place on record their profound grief on the passing away of Mr. Maniar.

Mr. George P Gonzor who holds the office till the conclusion of this Annual General Meeting has given a notice in writing to the Company expressing his unwillingness for his reappointment. The Board places on record its appreciation for the contributions made by Mr. Gonzor.

The Company has received requisite notices in writing from members proposing Mr. Dadi B. Engineer and Mr. Dinkarray D. Trivedi, for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company 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 Exchanges.

11. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956 (the Act) the Directors confirm that;

* In the preparation of the Annual Accounts, the applicable accounting standards have 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 ended March 31, 2014 and of the profit of the Company for that year.

* The Directors had 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.

* The Directors had prepared the Annual Accounts on a going concern basis.

12. ENVIRONMENTAL & CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO:

Details of energy conservation and research and development activities undertaken by the Company alongwith the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are given as an Annexure to the Director''s Report

13. PARTICULARS OF EMPLOYEES:

The information on employees who are in receipt of remuneration of not less than Rs. 60 lakhs during the year or Rs. 5 lakhs per month during any part of the said year as required under section 217 (2A) of the Companies Act, 1956 (the Act) and the Rules made thereunder is provided in the Annexure forming part of the Report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure.

14. UNCLAIMED DIVIDEND

As per the provisions of Section 205C of the Companies Act, 1956, unclaimed dividend amounting to Rs. 0.50 lakhs for the F.Y. 2005-06 was transferred to Investor Education and Protection Fund on March 18, 2014. Further, the unclaimed dividend in respect of F.Y 2006-07 must be claimed by shareholders by February 28, 2015 failing which it will be transferred to the Investor Education and Protection Fund within a period of 30 days from the said date. In terms of the said section, no claim would lie against the Company or Investor Education and Protection Fund after the transfer.

15. COMPLIANCE CERTIFICATE U/S 383A OF COMPANIES ACT, 1956:

The Company has obtained the Compliance Certificate from M/s. Sanjay Soman & Associates, Company Secretaries, as per the provisions of Section 383A of Companies Act, 1956 applicable as per amendment made on 13th December 2000.

16. STATUTORY AUDITORS:

M/s B.S Mehta & Co, Chartered Accountants (ICAI Firm Registration No.106190W), who are the Statutory Auditors of the Company, hold office until the conclusion of the of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for three years to hold office from the conclusion of this AGM till the conclusion of the forty fifth AGM of the Company to be held in the year 2017 subject to ratification of their appointment at every AGM. M/s B.S Mehta & Co, Chartered Accountants have, under section 139(1) of the Companies Act, 2013 and the rules framed thereunder furnished a certificate of their eligibility and consent for reappointment.

17. COST AUDITORS:

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act 1956, the audit of the cost accounts is carried out every year. Pursuant to the approval of the Ministry of Corporate Affairs, N. Ritesh & Associates having registration no M/26963 were appointed as the Cost Auditors for auditing the Company''s cost accounts relating to the Company''s products for the year ended March 31, 2014.

The Cost Audit Report and Compliance Report for the year ended March 31,2013 were filed by the Company on November 27, 2013. The Cost Audit Report and Compliance report for the financial year ended March 31,2014 is excepted to be filed within the prescribed time.

18. ACKNOWLEDGEMENT:

The Directors wish to convey their appreciation to its Bankers for timely financial help in all the Company''s activities.

The relations between the employees and the Management have remained cordial during the year, and the Directors wish to place on record their appreciation, co-operation and support from employees at all levels.

By Order of the Board For FOODS AND INNS LIMITED

UTSAV DHUPELIA MILAN DALAL Mumbai, August 14, 2014 MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting the 41st Annual Report of the Company together with audited accounts for the financial year ended on March 31, 2013.

1.1 FINANCIAL RESULTS

2012-2013 2010-2012

{1 -4-2012 to 31 -3-2013) (1-10-2010 to 31 -3-2012) <12 Months) (18 Months)



Profit/ (Loss) before tax 2,52,68,857 (8,32,38,424)

Provision for Taxation 59,23,847 Nil

Tax Adjustments of Earlier Years (7,24,893) (1,32,81,395)

Deferred tax 5,47,523 (39,20,000)

MAT Credit (56,51,122) (29,37,447)

Profit after Tax 2,51,73,502 (6,30,99,582)

Prior period adjustments , * Nil NIL

Balance Brought Forward (2,83,50,089) 3,47,49,493

Profits /(Loss) Available for Appropriation (31,76,587) (2,83,50,089)

Appropriations

Proposed Dividend (14,51,040) Nil

Tax on Dividend (2,46,604) Nil

General Reserve 16,97,644 Nil

Balance carried to Balance Sheet 31,76,587) (2,83,50,089)

2. OPERATIONS.MANAGEMENT DISCUSSION AND ANALYSIS:

(i) During the financial year ended on March 31, 2013, the turnover of the Company is Rs. 257.65 crores as compared to Rs. 394.63 crores for the period of 18 months ended on March 31, 2012. The Company made a profit before tax of Rs. 2.53 crores during the year ended March 31, 2013 against the loss before tax of Rs. 8.32 crores during the 18 months period ended on March 31, 2012.The Company''s exports during the year was Rs. 191.48 crores (Rs. 246.16 crores) and domestic sale was Rs. 55.86 crores (Rs. 134.98 crores). This translates into a ratio of 77.42 % to 22.58 % (64.58% to 35.41%) between exports and domestic sales.

A report on the Management Discussion and Analysis for the year ended under review is annexed and forms part of the report.

3. DIVIDEND:

Directors recommend a dividend of 10% on equity shares for the year ended on March 31, 2013 by transferring Rs. 16,97,644/- to surplus for appropriation under the Companies(Declaration of Dividend out of Reserves) Rules, 1975. The payment of dividend would be subject to the approval of the Shareholders at the ensuing Annual General Meeting.

4. FUTURE PROSPECTS:

In view of current international scenario the Company is maximizing utilization of its enhanced capacities by aggressive efforts in the domestic and neighboring countries markets.

Company is continuing its efforts of reducing packing cost with innovative bulk packaging options.

Company is expediting its efforts on commissioning of new projects of value added products for improving the profitability.

5. AUDITOR''S REMARKS:

The Internal Audit of business operations at all manufacturing units located at Bulsar, Cherhbur, Chittor and Nashik is being carried out by independent firms of Chartered Accountants. The appointment of Internal Auditors to carry out the internal audit to cover the operations at corporate office is being made.

6. FIXED DEPOSITS FROM THE PUBLIC:

As on March 31, 2013, fixed deposits from the public and shareholders stood at Rs. 6.53 crores (PublicRs. 5.12 crores and Rs. 1.41 crores from a shareholder who is a relative of a Director); There are no overdue deposits.

As of March 31, 2013 public deposits amounting to Rs. 8.18 lacs had not been claimed by 39 depositors. Depositors are being intimated to either renew or claim their deposits.

7. CORPORATE GOVERNANCE:

The Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with a certificate from the Practising Company Secretary for the compliance is annexed and forms part of this report.

8. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard AS-21, on consolidated financial statements, the audited consolidated financial statements are provided in the annual report.

9. SUBSIDIARY COMPANIES:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statements of Profit and Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies.

The Subsidiary Companies viz. Dravya Finance Limited and Asim Exports International Limited have incurred a losses of 7 26,032 & 7 43,950 during the year ended March 31, 2013.

10. DIRECTORS:

Mr. D.D.Trivedi and Mr. Ray Simkins, retire by rotation jn accordance with the provisions of Companies Act and the Articles of Association of the Company and being eligible offer themselves for re-appointment.

11. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that;

i) In the preparation of the Annual Accounts, the applicable accounting standards have 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 ended March 31, 2013 and of the profit of the Company for that year.

Mi) The Directors had 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.

iv) The Directors had prepared the Annual Accounts on a going concern basis.

12. ENVIRONMENTAL & CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO:

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are furnished in the Annexure to this report.

13. PARTICULARS OF EMPLOYEES:

The information, as is required to be provided in terms of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended is as under:

a) Employment throughout the year and in receipt of remuneration in aggregate of not less than Rs. 60,00,000 per annum......NIL

b) Employed for part of the year and were in receipt of remuneration At the rate not less than Rs. 5,00,000 per month......NIL

14. COMPLIANCE CERTIFICATE U/S 383A OF COMPANIES ACT, 1956:

The Company has obtained the Compliance Certificate from M/s. Sanjay Soman & Associates, Company Secretaries, as per the provisions of Section 383A of Companies Act, 1956 applicable as per amendment made on December 13, 2000.

15. AUDITORS:

The members are requested to appoint Auditors for the current year and fix their remuneration. M/s B. S. Mehta & Co., Chartered Accountants, the existing Auditors, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

16. COST AUDITORS:

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Audit Report) Rules, 2011 vide its notification no GSR 430 (E) date''d June 3, 2011. These rules make it mandatory for industries to appoint a Cost Auditor within 90 days of the commencement of the financial year.

The Board has approved the appointment of M/s N. Ritesh & Company, Cost Accountants, as the Cost Auditors of the Company for the financial year 2013-14.

17. ACKNOWLEDGEMENT:

The Company is grateful to its Bankers for timely financial help in all the Company''s activities.

The relations between the employees and the Management have remained cordial during the .year, and the Directors wish to place on record their appreciation, co-operation and support from employees at all levels.



By Order of the Board

For FOODS AND INNS LIMITED

Mumbai, August 14,2013

Registered Office:

Foods and Inns Building UTSAV DHUPELIA MILAN DALAL

Sion-Trombay Road MANAGING DIRECTOR DIRECTOR

Punjabwadi Deonar Mumbai 400 088.

---

Sep 30, 2010

The Directors have pleasure in presenting the 39th Annual report of the company together with audited accounts for the year ended 30th September, 2010.

1.1 FINANCIAL RESULTS

2009-2010 2008-2009 Rupees Rupees

Proft/(Loss) before tax 2,51,09,391 7,32,29,483

Provision for Taxation 62,06,000 1,04,95,725

Tax Adjustments of Earlier years (20,34,524) Nil

Deferred Tax 1,06,59,777 (1,50,000)

Fringe Beneft Tax Nil 6,42,411

MAT credit (62,05,511) Nil

Proft after tax 1,64,83,649 6,22,41,347

Balance Brought Forward 3,10,54,987 2,13,95,107

Profts Available for Appropriation 4,75,38,636 8,36,36,454 Appropriations

Proposed Dividend 23,91,876 22,06,476

Tax on Dividend 3,97,267 3,74,991

General reserve 1,00,00,000 5,00,00,000

Balance Carried to Balance Sheet 3,47,49,493 3,10,54,987



2. OPERATIONS, MANAGEMENT DISCUSSION AND ANALYSIS:

During the year, the turnover of the Company was Rs.208.62 crores as compared to Rs. 189.31 crores for the year ended 30th September, 2010 recording an increase of 10.20% over earlier year. The proft before tax has been decreased to Rs.2.51 crores from Rs.7.33 crores. The Companys export during the year was Rs 138.12 crores (Rs.122.18 crores) and domestic sale was Rs.70.46 crores (Rs 67.09 crores). This translates into a ratio of 66.22% to 33.78% (64.55% to 35.45%) between exports and domestic sales.

A report on the Management Discussion and Analysis for the fnancial year under review is annexed and forms part of the report.

3. DIVIDEND:

Directors recommend a dividend of 18% on equity shares for the year ended on 30th September, 2010. The payment of dividend will be subject to the approval of the Shareholders at the ensuing Annual General Meeting.

4. FUTURE PROSPECTS:

The company has planned next 3 years expansion programme for expanding capacities of its existing fruit puree and concentrates lines because its existing capacities during the season are fully utilised.

The company is also considering new projects and innovative packaging options in the fruit and vegetable processing sectors where it has its core strength.

Despite recession in many of the markets where the company is selling its products the demand for its products are growing due to high standard quality, service, and aggressive marketing efforts.

5. AUDITORS REMARKS:

(i) in respect of the remark of the Auditors relating to the adjustment of amounts written off and diminution in the value of investments against revaluation reserve account in an earlier year and its consequential effect on the carried forward balance in General reserve as on October 1, 2009 (as also affecting the Balance Sheet as on September 30, 2010) [the note no.3a & b accounts under Schedule ‘15 of the notes forming part of Accounts of the Annual report..

(ii) During the year, internal audit was carried out only for manufacturing units at Bulsar and chembur. As regards the manufacturing units at Nashik, Chittoor and the Corporate Offce, the independent frms of Chartered Accountants are being appointed to carry out internal audit of business operations and also the scope of audit is being been widened to commensurate with the size of the company and the nature of its business operations.

6. FIXED DEPOSITS FROM THE PUBLIC:

As on September 30, 2010, fxed deposits from the public and shareholders stood at Rs. 8.42 crores (Public Rs.6.02 Crores and Rs.2.40 crores from a Shareholder who is a relative of a Director); There are no overdue deposits.

7. CORPORATE GOVERNANCE:

Clause 49 of the listing agreement relating to Corporate Governance was made applicable to all listed Companies w.e.f. 1st January, 2006. Till Last year, your Company was exempted since paid up share capital of your Company was less than Rs.3 crores or net worth was less than Rs.25 crores at any time in the history of the Company. Based on the Audited Accounts for the year ended September 30, 2009 the net worth of your Company exceeded Rs.25 Crores as a result of which the requirements of Clause 49 of the listing agreement relating to corporate Governance were applicable to your company.

During the year the Company complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with a certifcate from the Practising Company Secretary for the compliance is annexed and forms part of this report.

8. SUBSIDIARY COMPANIES:

The Companys subsidiary Company Dravya Finance Limited has made a proft of Rs.11,285 during the year ended March 31, 2010. The other subsidiary Company Asim Exports International Limited has made a loss of Rs. 50,060 for the year ended March 31, 2010.

9. DIRECTORS:

Mr. D. B. Engineer and Mr. D. D. Trivedi, retire by rotation in accordance with the provisions of companies Act and the Articles of Association of the company and being eligible offer themselves for re-appointment.

10. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confrm that;

i) in the preparation of the Annual Accounts, the applicable accounting standards have 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 the year ended on September 30, 2010 and of the proft and loss of the Company for that year.

iii) The Directors had taken proper and suffcient 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.

iv) The Directors had prepared the annual accounts on a going concern basis.

11. PREFERENTIAL ALLOTMENT OF CONVERTIBLE WARRANTS

During the year under review, the company allotted 1,03,000 Equity Shares of rs.10 each to Mr. Utsav Dhupelia, M/s Western Press Private Limited, and Mrs. Rekha Bhupen Dalal belonging to Promoter Group, consequent upon conversion of 1st Tranche of convertible Warrants at a price of rs.154 (including premium of rs.144 per share) being the price determined in accordance with SEBi (Disclosure & Investor Protection) Guidelines, 2000 on Preferential Issues and Listing Agreement. The proceeds of the Equity Shares issued by Company are being used for the purpose for which they were raised.

12. ENVIRONMENTAL & CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO:

The particulars prescribed by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 are furnished in the Annexure to this report.

13. PARTICULARS OF EMPLOYEES:

The information as is required to be provided in terms of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended is as under;

a) Employment throughout the year and in receipt of remuneration in aggregate of not less than Rs.24,00,000 per annum Nil

b) Employed for part of the year and were in receipt of remuneration at the rate not less than Rs.2,00,000 per month Nil

14. COMPLIANCE CERTIFICATE U/S 383A OF COMPANIES ACT, 1956:

The Company has obtained the Compliance Certifcate from M/s. Sanjay Soman & Associates, Company Secretaries, as per the provisions of Section 383A of Companies Act, 1956 applicable as per amendment made on 13th December, 2000.

15. AUDITORS:

The members are requested to appoint Auditors for the current year and fx their remunerations. M/s B. S. Mehta & Co., Chartered Accountants, the existing Auditors, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

16. ACKNOWLEDGEMENT:

The Company is grateful to its Bankers for timely fnancial help in all the Companys activities.

The relations between the employees and the Management have remained cordial during the year, and the Directors wish to place on record their appreciation, co-operation and support from employees at all levels.

By Order of the Board For FOODS AND INNS LIMITED Mumbai, 31st January, 2011

Registered Offce: Foods and inns Building Sion-Trombay road, Punjabwadi, Deonar, UTSAV DHUPELIA Mumbai - 400 088. VICE CHAIRMAN

---

Sep 30, 2009

The Directors have pleasure in presenting the 38th Annual Report of the Company together with audited accounts for the year ended 30th September, 2009.

1.1 FINANCIAL RESULTS

2008-2009 2007-2008

Profit/(Loss) before tax 7,32,29,485 4,94,92,006

Provision for Taxation 1,04,95,725 60,00,000

Deferred Tax (1,50,000) 2,14,05,171

Fringe Benefit Tax 6,42,411 7,32,669

Profit after tax 6,22,41,349 2,13,54,166

Balance Brought Forward 2,13,95,107 5,21,92,163

Profits Available for Appropriation 8,36,36,456 7,35,46,329

Appropriations

Proposed Dividend 22,06,476 18,38,730

Tax on Dividend 3,74,991 3,12,492

General Reserve 5,00,00,000 5,00,00,000

Balance Carried to Balance Sheet 3,10,54,989 2,13,95,107

2. OPERATIONS:

During the year, the turnover of the Company was Rs.189.31 crores as compared to Rs.164.81 crores for the year ended 30th September, 2008 recording an increase of 14.85% over earlier year. The profit before tax has been increased to Rs.7.32 crores from Rs.4.95 crores. The Companys export during the year was Rs. 122.08 crores and domestic sale was Rs.67.23 crores. This translates into a ratio of 64.50% to 35.50% between exports and domestic sales.

3. DIVIDEND:

Directors recommend a dividend of 18% on equity shares for the year ended on 30th September, 2009. The payment of dividend would be subject to the approval of the Shareholders at the ensuing Annual General Meeting.

4. FUTURE PROSPECTS:

The Company has planned next 3 years expansion programme for expanding capacities of its existing fruit puree and concentrates lines because its existing capacities during the season are fully utilised.

The Company is also considering new projects and innovative packaging options in the fruit and vegetable processing sectors where it has its core strength.

Despite recession in many of the markets where the Company is selling its products the demand for its products are growing due to high standard quality, service, and aggressive marketing efforts.

5. AUDITORS REMARKS:

(i) In respect of the remark of the Auditors relating to the adjustment of amounts written off and diminution in the value of Investments against Revaluation Reserve account in an earlier year and its consequential effect on the carried forward balance in General Reserve Account in an earlier year, the note no.3a & b of Schedule 15 is self explanatory.

(ii) The independent firms of Chartered Accountants have been appointed to carry out internal audit of business operations at the manufacturing units located at different places and for Corporate Office. The scope of audit is being been widened to commensurate with the size of the Company and the nature of its business operations.

6. FIXED DEPOSITS FROM THE PUBLIC:

The Company accepts fixed deposits from Public under the Public Deposit Scheme as regulated by the Companies (Acceptance of Deposits) Rules 1975 as amended from time to time. The Company offers the interest rates for the fixed deposits as under;

- 1 Year-11.00%

- 2 years -11.50 %

- 3 years-12.00%

Shareholders and senior citizens are entitled to incentive of additional interest of 0.5 % There have been no defaults in repayment of fixed deposits during the year.

7. CORPORATE GOVERNANCE:

Clause 49 of the listing agreement relating to Corporate Governance was made applicable to all listed Companies w.e.f. 1st January, 2006. So far, your Company was exempted since paid up share capital of your Company was less than Rs.3 crores or net worth was less than Rs.25 crores at any time in the history of the Company. As per audited accounts for the year ended 30th September, 2009 the net worth of your Company has exceeded Rs.25 crores as a result all the requirements of Clause 49 of the listing agreement relating to Corporate Governance are now applicable to your Company.

8. SUBSIDIARY COMPANIES:

The Companys subsidiary Company Dravya Finance Limited has made a loss Of Rs.1,983 during the year ended 31s1 March, 2009. The other subsidiary Company Asim Exports International Limited has made a loss of Rs.193 for the Year ended 31s1 March, 2009.

9. DIRECTORS:

Mr. Utsav Dhupelia and Mr. Ray Simkins, retire by rotation in accordance with the provisions of Companies Act and the Articles of Association of the Company and being eligible offer themselves for re-appointment.

10. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that;

i) In the preparation of the Annual Accounts, the applicable accounting standards have 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 the year ended on 30th September, 2009 and of the profit and loss of the Company for that year.

iii) The Directors had 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.

iv) The Directors had prepared the annual accounts on a going concern basis.

11. ENVIRONMENTAL & CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/ OUTGO:

The particulars prescribed by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 are furnished in the Annexure to this report.

13. PARTICULARS OF EMPLOYEES:

The information as is required to be provided in terms of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended is as under;

a) Employment throughout the year and in receipt of remuneration in aggregate of not less than Rs.24,00,000 per annum ----- NIL

b) Employed for part of the year and were in receipt of remuneration at the rate not less than Rs.2,00,000 per month

Name Age Total remuneration Designation Educational Experience in Previous (Rs. in Lacs) Qualifications Years Employment

Ganesh Kumar 55 Yrs 14.63 President B.Sc. ICWAI, 28 Years Foods Speciality

Ragunathan (Marketing Post Graduate Limited, Dubai and Business in International Development) Marketing, Master in Financial Management

Notes:

1. Remuneration as shown above includes salary, house rent allowance, companys contribution to provident fund, bonus, leave travel and medical allowance, leave encashment and other allowances and facilities.

2. The employees mentioned above are not relatives of any Director of the Company.

3. The employees mentioned above are not holding more than 2% of the paid up equity capital of the Company.

14. COMPLIANCE CERTIFICATE U/S 383A OF COMPANIES ACT, 1956:

The Company has obtained the Compliance Certificate from M/s. Sanjay Soman & Associates, Company Secretaries, as per the provisions of Section 383A of The Companies Act, 1956 applicable as per amendment made on 13th December, 2000.

15. AUDITORS:

The members are requested to appoint Auditors for the current year and fix their remunerations. M/S B.S.Mehta & Co., Chartered Accountants, the existing Auditors, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

16. ACKNOWLEDGEMENT:

The Company is grateful to its Bankers for timely financial help in all the Companys activities.

The relations between the employees and the Management have remained cordial during the year, and the Directors wish to place on record their appreciation, co-operation and support from employees at all levels.

By Order of the Board

For FOODS AND INNS LIMITED

Mumbai, 30th January, 2010

UTSAV DHUPELIA Registered Office: VICE CHAIRMAN

Foods and Inns Building, Sion-Trombay Road, Punjabwadi, Deonar, Mumbai 400 088.

---

Sep 30, 2003

The Directors have pleasure in presenting the 32nd Annual Report of the Company together with audited accounts for the year ended 30th September, 2003.

1. FINANCIAL RESULTS

2002-2003 2001-2002 01-10-2002 01-04-2001 to to 30-09-2003 30-09-2002 RS. RS.

Profit/(Loss) before tax 1,47,48,948 79,58,347

Provision for Taxation 27,10,000 —

Deferred Tax 61,40,161 31,68,259

Profit/(Loss) after tax 58,98,787 47,90,088

Add : Excess Provision for 21,60,942 - Income tax Write back

Add : Provision for dimm. - 11,60,533 Investment W/back

Less: Prior Year Income/ (13,85,913) (7,57,520) (Expenses) Net

66,73,816 51,93.101

Balance Brought Forward (1.75.22,569) (2,27,15.671)

Balance Carried to Balance Sheet (1,08,48,753) (1,75,22,570)

2. OPERATIONS:

During the year the turnover of the Company was Rs.62.37 crores as compared to Rs. 76.10 crores for the 18 months period ended on 30th September, 2002. Even though there is an improvement in the profitability, during the current year, dividend is not recommended by Directors.

3. FUTURE PROSPECTS:

Your Company has identified new export markets as potential growth area. The Company has been making conscious attempts to understand and exploit the new markets. The export orders include repeat orders from existing customers as well as from new customers. The second line of Aseptic Plant was commissioned during the year at Chittoor and during the last Mango Season it was operated with full capacity utilisation. With export orders on hand and likely domestic business, the Company expects to do well in the Current Year.

4. AUDITORS REMARKS:

(a) In respect of the remark of the Auditors relating to appropriation of loans, advances and dimunition in the value of Investments from Revaluation Reserves in the earlier period, the note no. 4(a) of Schedule M is self explanatory.

(b) The physical verification of Fixed Assets situated at various factories and offices is conducted in a phased manner and the process of updating the fixed assets register is in progress.

(c) The scope of Internal Audit is being widened and strengthened so as to commensurate with the size of the Company and the nature of its business operations.

5. FIXED DEPOSITS FROM THE PUBLIC:

The Company accepts deposits from the public under the Public Deposit Scheme as regulated by the Companies (Acceptance of Deposits) Rules 1975 as amended from time to time.

The Company had transferred the unclaimed deposits to Investor Education & Protection Fund Under Section 205 C Of The Companies Act 1956.

6. CORPORATE GOVERNANCE:

Clause 49 of the listing agreement relating to Corporate Governance is not applicable to the Company as per schedule of implementation contained therein.

7. SUBSIDIARY COMPANIES:

The Companys subsidiary Company Dravya Finance Limited, has made a Loss of Rs.5,546/- for the year ended 31st March, 2003. The other subsidiary Company Asim Exports International Limited has made a profit of Rs.4,450/- before tax for the Year ended 31st March, 2003.

8. DIRECTORS:

Mr. Field Marshal Sam Manekshaw M.C. and Mr. Utsav Dhupelia, Directors of the Company, retire by rotation and being eligible, offer themselves for re-election.

ACKNOWLEDGEMENT:

The Company is grateful to its Bankers for timely financial help in all the Companys activities.

The relations between the employees and the Management have remained cordial during the year, and the Directors wish to place on record their appreciation of the co-operation and support from employees at all levels.

FOR AND ON BEHALF OF THE BOARD

D.B.ENGINEER DIRECTOR

Mumbai, 3rd March, 2004

Registered Office:

Sion-Trorribay Road, Denar, Mumbai-400 088.