DIRECTORS' REPORT

To,

The Members,

Your Directors are extremely happy to present their first Annual Report on the business and operations of the Company after coming out of liquidation and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

During the period when the Company was under liquidation, the Liquidator was not required to prepare accounts on going concern basis and get them approved from the members as per provisions u/s 210 to 220 of the Companies Act, 1956. There is a different set of financial reporting requirement for all the companies under liquidation and hence, periodical reporting as required under the Listing Agreement / corporate laws were not applicable for the Company after commencement of winding up procedure. Instead, the Liquidator was required to prepare Receipt & Payment Account on half yearly / yearly basis by following Companies (Court) Rules, 1959 and submit the same to the Ministry of Corporate Affairs (MCA). Hence, it was not possible to devise financials for the historical period, however, your Directors had tried their best to prepare financials statements for the Financial Year 2014-15 on the basis of available records in consultation with the Liquidator.

It is essential to follow generally accepted accounting principles and also comply with the Listing Agreement / corporate laws as the Company had got out of the liquidation process. The Board's Report is prepared on the basis of standalone financial statements of the company for the Financial Year 2014-15 after taking into account actual assets and liabilities as on the year end along with corresponding income and expenditure.

2. COMPANY'S PERFORMANCE AFFAIR

The Members of the Company in their meeting held on 31st August, 2000 had passed a resolution for voluntary winding up of the Company as per the relevant provisions under the Companies Act, 1956. The members also appointed Mr. Milind Kasodekar as the Liquidator of the Company. As a consequence of the same the Board had ceased to function and the Company was required to operate as per the provisions of winding up specifically stated under the Companies Act, 1956 and the Companies Court Rules.

Mr. Vishal Dedhia, Mr. Ketan Kataria and Mr. Amar Kakaria (collectively called as "New Promoters") had taken over majority stake in the Company from M/s Parmalat SPA, Italy by making necessary compliance under various applicable regulations including Open Offer under SEBI Takeover code during the financial year 2013-14 with an intention to revive the Company. The Open Offer process had got duly completed under the supervision of SEBI in June 2014 and thereafter, Parmalat's stake was transferred to New Promoters in July 2014 after remitting money to them. Since then, New Promoters had taken various measures to revive the Company in consultation with the Liquidator. The Company had successfully revoked its voluntary winding up by passing a special Resolution in Extra Ordinary General Meeting held on 20th April, 2015 and thereafter, necessary filing had been made with the MCA. Based on the corporate filing and representations made, the MCA had changed the status of Company from "Under Liquidation" to "Active" and also brought it out of liquidation. Following is the flow of key events during the liquidation proceedings and revival process thereafter:-_

As per the Share Purchase Agreement entered with M/s Parmalat SpA, the New Promoters had agreed not to enter in dairy business. Considering huge demand for good quality food items such as grains, vegetables, fruits, etc due to ever-increasing population in India, the acquirers planned to explore business opportunities in food segment and tap domestic and overseas market for creating value for all the stakeholders. Hence, a special resolution had been passed to change the main object of the Company from dairy business to food grain and related products during the Liquidator convened Extra-Ordinary General Meeting of the shareholders under Companies Court Rules on 20th April 2015. Pending various formalities / compliances to start new business, there could be some delay to launch business and hence, in the interim period, a special resolution had also been passed to allow the Company to invest / lend money to any person or body corporate with good background upto an amount of Rs 5 crores in order to gain higher rate of interest as compared to bank rates.

Your Directors are positive about the Company's future operations and are making best efforts to revive the business of the Company.

3. DIVIDEND

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

4. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs. 10,14,873 for financial year under

review is transferred to reserves. The total reserves for the financial year 2014-15 is Rs. (28,14,53,665)/-.

5. SHARE CAPITAL

The total paid up capital of the Company as on March 31, 2015 is Rs. 30,96,26,500/- comprising of 3,09,62,650 Equity Shares of Rs. 10/-.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Further, the appointment of Ms. Namrata Malu is regularized as per Section 161 of the Companies Act, 2013, who was appointed as Additional Director on 22nd April, 2015 for the term upto the ensuing Annual General Meeting.

Also, Mr. Vishal Dineshbhai Chavda was appointed as CFO of the Compant w.e.f. 22nd April, 2015

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

7. DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

b) The directors have selected such accounting policies and tried to apply them and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

c) The directors are in the process of taking custody of the accounting records from the Liquidator who had taken proper and sufficient care for the maintenance of adequate accounting records during the period under review in accordance with the provisions of Company Court Rules for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis for the financial year 2014-15.

e) The directors are in the process of laying down internal financial controls to be followed by the Company and that such internal financial controls would be adequate and operate effectively.

f) The directors are in the process of devising proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

8. AUDITORS

M/s Ramanand & Associates, Chartered Accountants, Thane, is appointed for a period to hold office from the conclusion of this Annual General Meeting until the conclusion of the consecutive fifth Annual General Meeting of the Company.

9. AUDITORS' REPORT

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

10. SECRETARIAL AUDIT REPORT

Secretarial Auditor's observation and Management's explanation to the Auditor's observation -The Director refers to the Auditor's observation in the Secretarial Audit Report and as required under Section 204(1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Since the Company was under liquidation, the Liquidator had not maintained secretarial records.

11. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

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

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

13. LISTING WITH STOCK EXCHANGES

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

The Company had been duly complying with all applicable provisions under the Listing Agreement at the time of going into liquidation, however, as per the standard practice, the BSE immediately suspended trading in the equity shares of the Company after appointment of the Liquidator in the year 2000 and they continued to remain suspended up till now.

Since, the Company is active now after getting out of liquidation, your Directors intend to approach the BSE for revocation of suspension after doing necessary compliances under the Listing Agreement as per their guidelines.

14. SHARE TRANSFER / DEMAT CONNECTIVITY

As per the provisions under the Companies Act, 1956 the list of members had got frozen on the date of commencement of winding up proceedings and no transfer of shares was allowed without the consent of the Liquidator. As per the information given by the Liquidator, hardly any shareholders had approached him for getting his consent for the transfer.

Both the depositories & the Registrar were informed by the Liquidator on commencement of the liquidation process and subsequently, NSDL / CDSL issued internal circulars to all depository participants for their update. Neither the Company nor its shareholders could avail any services from both the depositories and the Registrar due to applicable legal provisions and hence, demat requests of the shareholders had been rejected by the depository participants.

Since the Company is out of liquidation, your Directors have approached both the depositories and the Registrar for regularizing their services so that the shareholders can avail their services including demat connectivity again. Once these services are resumed again, the shareholders would also be entitled to avail e-Voting facility to caste their votes to pass the resolutions in general meetings which will be held in future.

15. OTHER INFORMATION

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

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

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

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

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

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

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

7. During the year under review company was in process of Liquidation therefore Corporate Governance Reporting as per Clause 49 was not applicable to the company.

16. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express sincere thanks to the Liquidator for all the help and support provided to successfully bring the Company out of liquidation.

Your Directors also acknowledge to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on Behalf of the Board of Directors

Vishal Dedhia Whole Time Director

Ketan Kataria Non-executive Director

Place: Pune

Date: 2nd September, 2015