DIRECTORS' REPORT

To

The Members,

1.Your Directors are pleased to present the Thirty-first Annual Report together with Audited Statement of Accounts for the year ended 31st March 2015.

2. FINANCIAL PERFORMANCE & OPERATIONS :

Your Company grew at a healthy Y-O-Y rate of 22% to achieve revenues of over Rs. 178 Crore during the year by both the exports led Consumer Business and the India focused Tasty Bite Food Service ( TFS) business.

Tasty Bite continued to be a market leader in all its consumer markets in the US, Canada, Australia and New Zealand through the year. Steps are now being taken to increase our footprint also in Japan and the United Kingdom. The Consumer Business grew by 25% for the year, at Rs. 107.80 Crore against Rs. 86.33 Crore in the previous year.

TFS business comprising sale of products to leading Quick Service Restaurants (QSR's) and Institutional customers registered a growth of 15% with revenues of Rs. 58.70 Crore against Rs. 51.06 Crore in the previous year.

Profit after Tax for the year ended at Rs. 10.79 Crore against Rs. 4.32 Crore in FY 14.

3. DIVIDEND :

The Board of Directors at their meeting held on May 13, 2015 recommended a final dividend of Re. 1 per Equity share (10% on the face value of Rs. 10 each), subject to the approval of shareholders at the ensuing Annual General Meeting.

In addition to the above, the Company has provided for a preferential dividend of Rs. 59,530/- on its 59,530 1% Non Cumulative Non Convertible Redeemable Preference shares of Rs. 100/- each for the financial year 2014-15.

The total dividend payout would involve a cash outgo of Rs. 31.51 lacs including dividend tax of Rs. 5.25 lacs.

Upon declaration by the members at the ensuing Annual General Meeting, dividend shall be paid to those members, whose names appear on the Register of Members of the Company after effecting all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before Friday, 28 August 2015. In respect of shares held in dematerialised form, dividend will be paid on the basis of particulars of beneficial ownership furnished by Depositories as on the closing hours of business on Friday, 28 August 2015.

The Company has not carried forward any amount to general reserve or any other reserve in the financial year.

4. RESEARCH AND DEVELOPMENT :

Tasty Bite Research Centre (TBRC), located within the factory campus and the jewel in our crown continues to be a huge source of strength in being able to offer unique food solutions to all our consumers. In keeping with its mission, TBRC continues to focus towards being a centre of excellence in Product, Process and Ingredient innovation.

The Department of Science & Industrial Research (DSIR) of the Union Ministry of Science & Technology renewed its accredition to TBRC during the year.

New products developed at TBRC in the last 2 years contributed to 27% of the company's revenue.

5. ALLIANCE OF PARENT COMPANY WITH KAGOME CO LTD :

Preferred Brands International Inc (PBI), our parent company entered into a strategic global alliance with Kagome Co Ltd (Kagome), a leading Japanese food company on April 14, 2015. As per the transaction, Kagome would acquire a major stake in PBI. As on the date of this report, there are no changes in structure of the Company or the holding company. Under Regulation 3, 4, 5, 13 & 15 of SEBI (Substantial Acquisition of Shares and Takeover Code), Regulation 2011 Kagome is required to make an 'Open Tender Offer' to shareholders of the Company.

6. FINANCE :

Your Company continues to have stable long term and working capital funding in place. The management is pleased to inform that ICRA Limited has upgraded its previously assigned long term rating of ICRA BBB (pronounced as ICRA triple B) with a stable outlook to ICRA BBB+ (pronounced as ICRA triple B plus) with stable outlook and short term rating of ICRA A2 (pronounced as ICRA A two) to ICRA A2+ (pronounced as ICRA A two plus).

Further, the Company has successfully pre-paid ECB-1 amounting to USD 1.3 Million availed from its parent, Preferred Brands International Inc. and ECB-3 amounting USD 4.0 Million availed from World Business Capital Inc, USA (WBC) during the year under report. As on March 31, 2015, the Company has ECB-2 amounting to

USD 1 Million in its books and the Company continues to successfully repay as per schedule of USD 50,000 per quarter. Final payment of this ECB will be completed by December 2016.

During the year, Company availed a Foreign Currency Term Loan from Kotak Mahindra Bank Limited (Kotak) of Rs. 24.20 Crore, to repay ECB-3 to WBC. Kotak also took over the existing working capital facility from Axis Bank Ltd of Rs. 14.80 Crore. The Company continues its relationship with Ratnakar Bank Limited (RBL) for working capital requirements of Rs. 10.00 Crore.

Total long term borrowing (excluding current portion) stood at Rs. 21.22 Crore as of 31st March 2015 against Rs. 23.80 Crore as of 31st March 2014.

7. FIXED DEPOSITS :

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

8. DELISTING OF EQUITY SHARES FROM REGIONAL STOCK EXCHANGES :

As reported last year, the Company had applied for delisting of its equity shares from Regional Stock Exchanges - The Calcutta Stock Exchange Limited (CSE) and The Delhi Stock Exchange Limited (DSE), and has successfully delisted its shares from CSE & DSE during the year on May 8, 2014 and October 8, 2014 respectively.

9. DIRECTORS :

Members in their General Meeting held on September 10, 2014 had appointed 3 independent directors namely Mr. K. P. Balasubramaniam, Dr. V S Arunachalam and Mr. Kavas Patel for a period of 5 years as Independent Directors. All independent directors have provided declaration stating their independence under the provisions of section 149(2) of Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with the provisions of the Companies Act, 2013 and Memorandum and Articles of Association of the Company, Mrs. Meera Vasudevan, retires by rotation at the ensuing Annual General Meeting, and being eligible, has offered herself for reappointment.

Mr. Sohel Shikari was appointed as an Alternate Director to Mrs. Meera Vasudevan during the year due to absence of Mrs. Meera Vasudevan from India.

• Board evaluation:

Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board carried out evaluation of its own performance, individual performance of the directors as well as the respective Committees. The manner of evaluation is mentioned in Corporate Governance Report.

• Remuneration & Evaluation Policy:

The Board on recommendation of Remuneration & Nomination Committee adopted 'Remuneration and Evaluation Policy' for selection, appointment and remuneration of Directors and Senior Management Personnel. Necessary diversity in the board was ensured. Detailed policy has been stated in Corporate Governance Report.

• Meetings:

There were six Board Meetings held during the financial year ended March 31, 2015. These were held on May 8, 2014, August 14, 2014, November 10, 2014, December 19, 2014, February 11, 2015 and March 25, 2015. The maximum interval between any two meetings was not more than 120 days. Details of these meetings have been stated in Corporate Governance Report.

Till the date of this report, none of the Directors or Key Managerial Personnel has joined or resigned from Company. None of directors are related to each other except Mr. & Mrs. Vasudevan (Husband & Wife).

10. EXTRACT OF ANNUAL RETURN :

The extract of Annual Return as provided under Section 92(3) in Form MGT - 9 is annexed herewith as "Annexure A".

11. DIRECTORS' RESPONSIBILITY STATEMENT :

Directors confirm that:

(a) in the preparation of the annual financial statements for year ended March 31, 2015, applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) the directors have selected and consistently applied such accounting policies, judgments and estimates that are reasonable and prudent to ensure a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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

(d) the directors have prepared the financial statements on a going concern basis;

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

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

12. CORPORATE GOVERNANCE :

Your Company places great significance to good Corporate Governance as an important step towards building investors' confidence, improve investors' protection and maximize long-term shareholders' value. Accordingly, it has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange are complied with. A certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance is in "Annexure B" to this Report. A detailed report on Corporate Governance forms a part of this Annual Report.

13. AUDITORS:

• Statutory Auditors :

M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, retire as the Auditors of the Company at the forthcoming Annual General Meeting and are eligible for re-appointment. The Directors recommend that M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, be re-appointed as the Company's Auditors to hold office until the conclusion of the next Annual General Meeting. The Company has received confirmation that their appointment, if made, will be in accordance of the provisions of Companies Act, 2013.

• Secretarial Auditor :

Pursuant to section 204 of the Companies Act, 2013, the Company has appointed Mr. Abhishek Jagdale, Company Secretary in Practice, Pune as Secretarial Auditor for FY 2015-16. Based on the Audit Committee recommendations, Board has approved the appointment of Secretarial Auditor for FY 2015-16. The Secretarial Audit Report is in "Annexure C" of this report.

14. WHISTLE BLOWER & VIGIL MECHANISM POLICY :

In compliance with the provisions of Section 177(9) of the Companies Act 2013, the Company has established Whistle Blower and Vigil Mechanism Policy for its directors and employees to report their genuine concerns and also to deal with the instances of fraud and mismanagements, if any. The details of the Policy are explained in the Corporate Governance Report and the policy is available on the website of the Company www.tastybite.co.in .

15. AUDIT COMMITTEE :

In compliance with the provisions of Section 177 of the Companies Act, 2013, the Company has a duly constituted Audit Committee in place. The composition and other relevant details of the Audit Committee are given in the Corporate Governance Report annexed herewith. All suggestions of Audit Committee during the year were accepted by the Board.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

During the year under review, there is nothing to be reported under the heads loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013.

17. SHARE CAPITAL :

During the year under review, the Company has neither issued any shares with differential voting rights nor issued sweat equity shares. Further, the Company did not grant any stock options during the year under review. As on March 31, 2015, details of the shares or convertibles held by Directors in the Company are as under.

MANAGEMENT DISCUSSION AND ANALYSIS

A. INDUSTRY STRUCTURE AND DEVELOPMENTS:

Your Company operates in a business segment-Prepared Foods which comprises-Consumer business and Tasty Bite Food Service (TFS). During the year, Consumer Business grew 25% YOY, while TFS grew 15% in the same period.

Tasty Bite is in a Natural, Convenient and Specialty foods business. The marketing and distribution of these products is through Preferred Brands International Inc, (PBI), the Parent company, in the US, Canada, UK and Japan and Preferred Brands Australia Pty Ltd (PBA) in Australia and New Zealand. Tasty Bite continued to be the #1 brand in terms of market share for shelf stable Indian foods, and the fastest growing brand for Asian Noodles and Organic Ready to eat rice in North American mainstream markets. Overall distribution grew by 15% system wide.

Tasty Bite operates at the intersection of three major trends, natural, convenient and ethnic or specialty foods. The natural foods industry is today a $110 billion industry in the U.S. and is expected to grow ~14% annually from 2013 to 2018. Presently, 18% of consumers contribute 50% of sales in this segment leaving room for significant growth. Nearly 17% of all U.S. grocery food sales are either natural or organic and this number is growing rapidly. Sales of gluten-free products have increased from $5.4 billion to $8.4 billion in the past two years. Your Company's products are all-natural with a clean label, vegetarian, non-GMO and many products are gluten-free. Our range of RTE rices and grains are organic and all products are manufactured using sustainable manufacturing practices.

The convenience foods industry is over $24 billion and is expected to grow 10% between 2013-2018. Convenience has been a major long-term trend in the U.S. with consumers now seeking convenience of authentic, tasty and better for you convenient meal solutions. Tasty Bite has been developing products and process technologies that provide convenient meals without compromising taste or nutrition.

The ethnic Indian and Asian food market is experiencing the highest percentage of growth of any segment and is expected to reach a size of ~$4.0 billion in the U.S. by 2018. This segment has grown 27% between 2008 and 2013 and is currently at a size of $3.5 billion. These cuisines popularized by the increasing number of restaurants are becoming more popular amongst the millennial consumers who are more eager to try new foods and diversify eating habits. Market studies show that 36% of consumers in the U.S. have had Asian/Indian food at their homes in the past 3 months. Your Company is well positioned to benefit from this trend with its established range of Indian entrees and its growing range of Asian noodles and RTE rices and grains.

Tasty Bite's domestic food service business operates in an attractive backdrop of a foodservice market in India. This industry is mainly driven by an increase in the average spending on eating out by middle class households. Food service operators are experimenting with value for money products to incentivize consumers to eat away from home. Various Quick-Service restaurant chains are entering and expanding their footprint in this fast growing market. Your Company strives to be the partner of choice to all leading QSR and HORECA (hotels, restaurants and caterers) players. It develops innovative food products that suit Indian palates and address vegetarian preferences.

Products manufactured and sold in India require approval by the food regulator FSSAI. The Company is licensed and all its products are fully in compliance with relevant food laws and good manufacturing practices. The Company has applied for product approval for its proprietary products and is awaiting approval for many of them. As FSSAI is besieged with several thousand applications the process of approvals have been delayed. This in turn has the potential of delaying new market launches. The Company is actively in engagement with FSSAI in answering all queries and expects all its products to be cleared in due course of time.

TFS has an increased share of business with most customers, and has had some important customer acquisitions on the strength of strong customer service and product and process innovations at TBRC.

Margins during the financial year remained robust and were not heavily impacted because of muted inflation in raw materials - vegetables, pulses, edible oils, dairy etc. Tasty Bite's Supply Chain team pursued a finely tuned purchase strategy for key ingredients mitigating risks whenever there were shortages in the market. The team ensured that advance purchase contracts were honored.

Gross Margins also improved on account of operational efficiencies in manufacturing.

Sustainability remains a key focus area of the Company. The Company has implemented 'Rain Water Harvesting' technique to increase ground water level. Company uses simple techniques such as crop rotation, use of naturalfertilizers and pest control methods and green composting in its farm. Chemical fertilizers are not used anywhere in the farm. Several measures are underway for improving the quality of air, soil and water in the company eco-system. Specific initiatives have also been undertaken for constant monitoring and conservation of water and power.

B. REVENUES:

Exports to the US market grew by 24.9% on account of increased penetration across all retail markets. New product launches, notably organic rice and Asian range of products also positively impacted sales. Higher exports resulted in better export linked incentives to the company.

Food Service Business in India comprising of 'Formed Frozen Products'(FFP) and 'Sauces' continued to witness growth crossing Rs. 58 crores in FY15, a growth of over 15%. This is in the backdrop of a declining 'Same Store Sales Growth'(SSSG) witnessed across the QSR industry in India through the entire year.The ability to rapidly create a library of new innovative food solutions for the industry helped us acquire additional marquee customers. The company is confident of sustaining momentum in the business and is looking forward to continued strong performance in domestic as well as exports markets.

C. MARGIN ANALYSIS:

During the year, your Company saw healthy expansion in margins. Profit before tax grew from 4.3% last year to 9.3% this year.

Few favourable factors helped your Company keep materials costs under control. While prices of some vegetables and dairy products remained relatively stable during the year the Company also took early steps on advance purchase contracts for several volatile commodities to mitigate risk of impending commodity inflation.

The year also saw significant improvement in productivity as a result of investment made in new production facilities. The state-of-the-art production facilities are now able to generate consistently better productivity. Key production indices improved, positively impacting operating margins.

Economy of scale and better control over fixed costs helped further improve our margins.

D. STRENGTHS, OPPORTUNITIES, CHALLENGES:

Strengths :

1. Experienced and successful entrepreneurs leading the Company.

2. Tasty Bite is the dominant brand in key international markets for the 'Indian prepared meals' category.

3. Tasty Bite is the fastest growing brand of organic rice and noodles in key markets.

4. Tasty Bite is in the centre of 3 mega trends - consumer preference for all natural foods, specialty foods and convenient foods.

5. Strong supply chain - from farm to fork. Secure availability of supplies of all important ingredients.

6. Experienced R&D team and Consumer led Product Development.

7. State of art, versatile and scalable manufacturing capabilities. Opportunities :

1. Having succeeded in North American and Australian markets, there is a strong platform to scale up the businesses in other parts of the globe.

2. Alliance with Kagome will create opportunities to explore new markets and product segments. New technologies and R&D capabilities from Kagome will provide strength to existing capabilities. Challenges :

1. Several raw materials are commodities prone to rapid price fluctuations, and inconsistent availability of materials through the year.

2. Export business is exposed to foreign exchange risk.

3. With a dominant share of the Indian category there is always a threat from new entrants that can potentially reduce our market share.

4. Delays in getting product approvals by the Indian food regulator, FSSAI, for the domestic market have the potential to delay new product launches and impact the near term growth of the food service business.

E. OUTLOOK :

Going forward, revenue growth will be driven by a combination of increasing width of distribution in key markets as well as increasing velocity in existing distribution. Width of distribution will be through acquisition of new supermarket distribution, new product and new category launches in existing markets. Velocity, which is increasing the frequency of product usage by our consumers, will happen as a result of constant engagement with them through various promotional events, digital media as well as live product demo's across a large number of stores through the year.

In the Indian market, your Company will continue to add on its existing base of customers and products focused on the food service industry. The company will continue to focus on forging strong customer partnerships with leading players in the QSR industry and will initiate entry into the large HORECA sector to grow the market.

F. SEGMENT WISE OR PRODUCT WISE PERFORMANCE/ NATURE OF BUSINESS :

The Company operates in one segment: Prepared Foods consisting of ready to serve products and intermediate food products such as prepared meals, frozen finger foods and sauces. There is no change in nature of business of the Company.

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

The Company has been making significant efforts to ensure conservation of energy. The details of energy conservation, technology absorption, research and development and Foreign exchange earnings and outgo are as per "Annexure D."

19. RISK MANAGEMENT POLICY :

In compliance with the provisions of Section 134 of the Companies Act 2013, the Company has identified the elements of the risks, industry specific and in general as well, which in the opinion of the Board may threaten the existence of the Company. The Company has developed and implemented a 'Business Contingency Plan for Risk Mitigation' for the Company.

20. CORPORATE SOCIAL RESPONSIBILITY :

The Company has developed a policy and set up a Committee on Corporate Social Responsibility in compliance with the provisions of Companies Act, 2013. The details about the Policy and the Committee are given in Corporate Governance Report annexed to this report.

As per the provisions of Section 135 of the Companies Act, 2013, every Company falling under the applicability of Corporate Social Responsibility is required to spend 2% of its net profits on the activities given under Schedule VII of the Companies Act, 2013 and CSR policy adopted by the Board of Directors. The Company was required to spend 2% of its net profits during the year under review. However, the Company wishes to identify the areas where the thrust shall be given and which are also in line with the corporate philosophy of the Company towards community at large. The Board is in the process of identifying thrust areas and it is committed towards the upliftment of the society and the stakeholders.

As per calculations, Company was required to spend Rs. 8.21 lakh in financial year 2014-15. However, no amount has been spent in financial year 2014-15 on CSR activities. This amount shall be carried forward to be spent in next financial year i.e. 2015-16, after due identification of areas by the Company.

The Board has agreed to spend the amount collectively in next financial year on CSR activities, after recommendation by the Corporate Social Responsibility Committee.

21. FORMAL EVALUATION OF PERFORMANCE OF THE BOARD OF DIRECTOTS, COMMITTEES AND INDIVIDUAL DIRECTORS :

The formal annual evaluation of performance of the Board of Directors, Chairman of Board, Committees and Individual Directors has been made by the Directors in their meeting dated March 25, 2015. The manner of such evaluation took place is mentioned in Corporate Governance Report.

22. STANDALONE FINANCIAL STATEMENTS AND POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

During the year under review, the Company neither has a Subsidiary Company, Associate Company nor a Joint Venture company. Hence, comments and details on preparation of financials on standalone basis or report on the performance of subsidiary company or Associate Company or a Joint Venture company are not required to be offered.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

The particulars of contracts or arrangements with related parties in Form AOC - 2 are annexed herewith as "Annexure E". The Board hereby informs that the Company has duly complied with the Accounting Standard 18 related to transactions with related parties of the Company. Company has adopted policy on Related Party Transactions and same is posted on website of the Company (www.tastybite.co.in )

24. SIGNIFICANT/ MATERIAL ORDERS PASSED BY COURTS/ REGULATORS IMPACTING GOING CONCERN STATUS OF THE COMPANY :

There are no significant or material orders or awards passed by the Courts or any other Regulators or Tribunals which would effect the going concern status and Company's future operations.

25. APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL :

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2014-15:

3. The number of permanent employees are 197 on the roll of Company as on March 31, 2015.

4. The remuneration paid to the employees is in affirmation with Remuneration & Evaluation Policy of the Company.

5. During the year, increase in remuneration of Managing Director was approved by the Board on recommendation of Remuneration and Nomination Committee in February 11, 2015 meeting at 15% p.a. (effective January 1, 2015 i.e. 3.75% for FY 2014-15) cost to company basis. The approved increase in salary is within the limit approved by the shareholders in General Meeting on September 10, 2014. Increase in salary is based on performance of the Company, general industry standard, contribution by MD in enhancement of performance of Company and various other factors considered appropriate by the Board and Remuneration Committee.

6. During the year, increase in remuneration of Chief Financial Officer was also approved by the Board on recommendation of Remuneration & Nomination Committee and also by the Audit Committee in its meeting held on February 11, 2015 at 15% p.a. (effective January 1, 2015 i.e. 3.75% for FY 2014-15) cost to company basis. Increase in salary is based on performance of the Company, general industry standard, contribution by CFO in enhancement of performance of Company and various other factors considered appropriate by the Board and Remuneration Committee. None of the employee receives remuneration higher than that of Managing Director (Managerial Personnel).

7. During the year increment was also made in salary of Company Secretary basis annual appraisal by the management on proportionate basis by 6.96% for FY 2014 (date of joining - September 2, 2013).

8. Average percentile increase in salaries of employees other than the managerial personnel in the last financial year was 19.03%. Percentile increase in the managerial remuneration in FY 2015 was 3.75%. Increase in remuneration of MD and CFO made in February 11, 2015 meetings w.e.f. January 1, 2015. Increase in salary of employees is based on performance of Company, general industry standard, contribution by employee in enhancement of performance of company and various other factors considered appropriate by the Management.

9. The Company does not have a variable pay compensation structure.

10. Statement of employees receiving remuneration under Section 197(12) of Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure F."

11. Variations in 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:

26. INVESTMENTS IN ITS OWN SHARES BY COMPANY, ITS SUBSIDIARIES, ASSOCIATES ETC) :

The Company during the period under review has not made investments in its own shares. The Company neither has any subsidiary company nor associate company in terms of the provisions of Companies Act, 2013 hence the comments are not required to be offered.

27. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS :

During the period under review, there were no pecuniary relationships or pecuniary transactions between the Company and its Non-Executive Directors.

28. INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is an equal opportunity employer and safety of all employees and all other persons while within the premises is of utmost importance to your Company. The Company has been practicing safety of women at workplace as part of its formally adopted Code of Conduct. In order to strengthen it and also in compliance to newly enacted Act for protection of women, your Company has formed Internal Complaints Committee and adopted "Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace". The Committee's mandate is to bring awareness about ensuring safe workplace for women; receive and take appropriate decision on complaints, if any.

The Committee as appointed by the Management consists:

• Ms. Anila Thomas- Presiding Officer

• Ms. Minal Talwar- Member

• Mr. Rajendra Jadhav- Member

• Ms. Suman Bhagwat - Member

• Mr. Kuldeep Joshi- Independent Member

No complaints have been received during the year.

29. INTERNAL CONTROL SYSTEMS

Your Company attaches significant importance on having proven internal control systems. The internal control structure has been designed to operate as a well synchronized system consisting of regular risk assessment and mitigation and monitoring by external set of auditors, both statutory auditors and internal auditors. Your Company has an elaborate system of identifying key business risks and taking mitigating steps.

Some significant aspects covered in the internal control framework include:

• End to end integration of ERP system across supply chain, manufacturing and sales processes;

• Review and approval of annual operative and capital expenditure budget and monthly monitoring of actual spends;

• Audit Committee finalizes the scope of the internal audit which is carried out by an experienced and respected firm of Chartered Accountants;

• Regular review of key business risks such as new product development, foreign exchange management, commodity inflation risk management, financial reporting.

30. HUMAN RESOURCE

During the year under review, the industrial relations of the Company continued to be cordial and peaceful. The Company signed 'Memorandum of Settlement' for 3 years period with the workers of the Company. Total personnel employed by the Company are 197 as on March 31, 2015.

Your Company continues to have comfort of very cordial and productive relations with its workforce. Several programs, including "Direct communication of people with the MD" allow continuous communication with work force enabling a transparent and engaging work environment.

Each year your Company participates in the Great Place to Work survey - a survey jointly conducted by the Economic Times of India and Great Places to Work Institute, India. Such participation allows your Company to continuously refine its HR practices to be able to provide motivating and fulfilling work culture.

The management records its sincere appreciation of the efforts of all its employees.

31. QUALITY

The Company's stated mission for quality is to "rise beyond certifications". Consequently the company's own Quality Management system calls for higher standards than what is specified in various 3rd party certifications.

In keeping with Industry requirements, the Company continues to be certified for the following certifications:

> ISO-14001:2004 (Environmental Management Systems)

> OHSAS 18001:2007 (Occupational Health and Safety)

> ISO 22000 (Food Safety Management System)

> BRC v6 ( Global Standard for Food Safety)

> SQF code- 7.2 (Safe Quality Food)

> Organic

> Kosher

> Halal

The Company also adheres to the highest levels of compliance with CT-PAT (Customs Trade Partnership against Terrorism) standards, which gives the company an advantage for smooth exports to US, our most important market.

32. CAUTIONARY STATEMENT

Statements in Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations may be "forward looking statements" within the meaning of applicable securities law and regulations. Actual results may differ materially from those expressed or implied. Important factors that could make a difference to results include economic conditions affecting demand/ supply, price conditions in domestic and overseas markets in which the Company operates, competitive pressures in these markets, changes in government regulations, tax laws and other statutes and incidental factors.

33. ACKNOWLEDGEMENT

Your Directors acknowledge the efforts and contribution of its employees at all levels during the year and seek their continued commitment in the years to come.

Your Directors also would like to acknowledge the contribution of its parent, Preferred Brands International in the role of the marketing company in growing and developing the business in all international markets.

Finally, the Board places its appreciation for the confidence reposed on it by its customers, suppliers, investors, bankers and all other stakeholders that are its partners in growth.

For and on behalf of the Board of Directors

Ashok Vasudevan

Chairman

Date : May 13, 2015

Place : Pune