21st ANNUAL REPORT

NHC FOODS LIMITED

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CORPORATE INFORMATION

21st ANNUAL GENERAL MEETINGOn the Monday, 30th September, 2013 at 10.00 a. m. at Survey No. 777,

Umarsadi Desaiwad Road, Village Umarsadi, Taluka Pardi, District Valsad, Gujarat – 396175

Board of Directors :Mr. Apoorva Shah …. Chairman &

Managing DirectorMrs. Alpa Shah …….. Whole-Time DirectorMr. Aashish Vyas …. DirectorMr. Rajiv Bhatt …….. Director

Registered Office :Survey No. 777, Umarsadi Desaiwad Road,At Village Umarsadi, Taluka Pardi,District - ValsadGujarat - 396175

Corporate Office :‘NHC House’2/13, Anand Nagar,Santacruz (E),Mumbai – 400055Email : grievances@nhcgroup.comWebsite : www.nhcgroup.com

Statutory Auditors :M/s. NGS & Co. LLPChartered AccountantsMumbai

Registrar & Share Transfer Agents :M/s. System Support Services209, Shivai Industrial Estate,89, Andheri Kurla Road,Saki Naka, Andheri (E),Mumbai – 400072

Board Committees :

Audit Committee :

Mr. Aashish Vyas …. Chairman

Mr. Apoorva Shah … Member

Mr. Rajiv Bhatt ….…. Member

Remuneration Committee :

Mr. Rajiv Bhatt …..... Chairman

Mr. Aashish Vyas …. Member

Mr. Apoorva Shah … Member

Shareholders'/Investor's Grievances

Committee :

Mr. Rajiv Bhatt …..... Chairman

Mr. Aashish Vyas …. Member

Mrs. Alpa Shah ….... Member

Bankers :

Union Bank of India

State Bank of India

HDFC Bank

Company Secretary :

Ms. Suvarnalata Chavan

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NOTICE

NOTICE is hereby given that the 21st Annual GeneralMeeting of NHC Foods Limited will be held on Monday,30th September, 2013 at 10.00 a.m. at *Survey No.777, Umarsadi Desaiwad Road, At Village Umarsadi,Taluka Pardi, District Valsad, Gujarat – 396175 totransact with or without modification(s), as may bepermissible the following business:

1. To receive, consider and adopt the AuditedStatement of Profit and Loss Account for the yearended March 31, 2013 and the Balance Sheet asat that date together with the Report of the Boardof Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Aashish Vyas,who retires by rotation and is eligible for re-appointment.

3. To appoint Auditors and fix their remuneration andin this regard to consider and if thought fit, to pass,with or without modification(s), the followingresolution as an ordinary resolution:

“RESOLVED THAT M/s NGS & Co. LLP, CharteredAccountants, be and are hereby appointed as Auditorsof the Company, to hold office from the conclusion ofthis Annual General Meeting until the conclusion of thenext Annual General meeting of the Company on suchremuneration as shall be fixed by the Board of Directors.”

By the order of the Board of Directors,

Suvarnalata Chavan (Company Secretary)

Registered Office:NHC FOODS LTD.Survey No. 777,Umarsadi Desaiwad Road, At Village Umarsadi,Taluka Pardi, District Valsad,Gujarat – 396175

Place: MumbaiDate: 17th July, 2013

(* The registered office of the Company shifted fromthe State of Maharashtra to the State of Gujarat videspecial resolution passed by the EquityShareholders of the Company through postal balloton 21st September, 2012 and confirmed by RegionalDirector, Western Region, Mumbai vide its orderdated 09th day of July, 2013.)

NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTEIS ENTITLED TO APPOINT A PROXY TOATTEND AND VOTE INSTEAD OF HIMSELF ANDTHE PROXY NEED NOT BE A MEMBER OF THECOMPANY. PROXY, IN ORDER TO BEEFFECTIVE, MUST BE RECEIVED AT THECOMPANY’S REGISTERED OFFICE NOT LESSTHAN FORTY – EIGHT HOURS BEFORE THEMEETING. PROXIES SUBMITTED ON BEHALFOF LIMITED COMPANIES, SOCIETIES, ETC.,MUST BE SUPPORTED BY APPROPRIATERESOLUTIONS/AUTHORITY, AS APPLICABLE.

2. The Register of Members and Transfer Books ofthe Company will be closed from Thursday, 26thSeptember, 2013 to Monday, 30th September,2013, both days inclusive.

3. The members are requested to:

(a) Intimate to the Company’s Registrar andShare Transfer Agents M/s. System SupportServices (for shares held in physical form) andto their Depository Participants (DP) (forshares held in dematerialized form) thechanges, if any, in their registered addressdetails at an early date;

(b) Quote ledger folio numbers / DP ID and ClientID Numbers in all their correspondences;

(c) Approach the Company for consolidation offolios, if shareholdings are under multiplefolios;

(d) Members desirous of obtaining anyinformation concerning the accounts andoperations of the Company are requested toaddress their questions to the Company at theRegistered Office address so as to reach atleast seven days before the date of theMeeting, to enable the information requiredto be made available at the Meeting, to thebest extent possible.

(e) As part of the ‘Green Initiative in CorporateAffairs by its circular dated April 21, 2011and April 29, 2011’ has permitted companies

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NHC FOODS LIMITED

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A Passion for becoming leader in processed foods

to send various notices/documents (includingnotice calling annual general meeting, auditedfinancial documents, directors’ report, auditor’sreport etc.) to their Members through theelectronic mode to the registered Emailaddresses of the Members. It is a welcomemove for the society at large, as this will reducepaper consumption to a great extent and allowpublic to contribute towards a greenerenvironment. We encourage our Members toparticipate in this green initiative and updatetheir e-mail ID’s and receive thecommunication through the electronic mode.Those who wish to receive futurecommunications in electronic mode arerequested to send their Email ID to theRegistrar & Transfer Agents of the Company.If the shares are held in electronic mode, kindlyhave your Email registered with yourrespective DP.

(f) Members are requested to bring theirAttendance Slip along-with copy of the Reportand Accounts to the Annual General Meeting.

4. A brief profile of the Directors retiring by rotationand eligible for reappointment, as stipulated underclause 49(IV)(G) of the Listing Agreement areprovided as an annexure to the Notice. TheCompany has received the requisite Form DD-Afrom the said Directors in terms of Companies(Disqualification of Directors under Section274(1)(g) of the Companies Act, 1956) Rules 2003confirming their eligibility for re-appointment.

5. In terms of section 109A of the Companies Act,1956, Members are entitled to make nomination inrespect of shares held by them in physical form.Members desirous of making nominations arerequested to send their requests in form 2B induplicate to the registered office of the Companyor the Registrars. The nomination forms will bemade available to the members on request.

6. Members holding shares in physical form arerequested to immediately intimate changes, if any,in their registered addresses along with the PINCODE & E-mail Id, to the Company or the

Registrars so as to enable the Company to addressfuture communication to their correct address.

7. Members holding shares in electronic form arerequested to intimate immediately any change intheir address or bank mandates to their DepositoryParticipants with whom they are maintaining theirDemat Accounts.

By the order of the Board of Directors,

Suvarnalata Chavan (Company Secretary)

Registered Office:NHC FOODS LTD.Survey No. 777,Umarsadi Desaiwad Road, At Village Umarsadi,Taluka Pardi, District Valsad,Gujarat – 396175

Place: MumbaiDate: 17th July, 2013

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DISCLOSURE PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT :

Disclosure of Directors seeking appointment/re-appointment at the Annual General Meeting

Name of the Directors Mr. Aashish Vyas

Date of Birth 27/04/1966

Date of Appointment 30/10/2009

No. of shares held 4

Expertise in Specific Functional Area Mr. Aashish Vyas is Working in the field of investmentbanking over 18 years and has worked with variousinternational investment brokers in a very seniorposition.

Qualifications B.Com., ACA

List of Companies in which outside directorship Intellvision Software Limitedheld as on 31.03.2013 (excluding Private andForeign Companies)

Chairman / Member of the Audit Committee and Intellvision Software Limited – Audit CommitteeInvestor Grievances Committee of otherCompanies, of which he is director as on31.03.2013

By the order of the Board of Directors,Suvarnalata Chavan

(Company Secretary)Registered Office:NHC FOODS LTD.Survey No. 777,Umarsadi Desaiwad Road, At Village Umarsadi,Taluka Pardi, District Valsad,Gujarat – 396175

Place: MumbaiDate: 17th July, 2013

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NHC FOODS LIMITED

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DIRECTORS’ REPORT

Dear Members,

Your Directors are pleased to present their 21st AnnualReport together with the Audited Financial Statement ofAccounts along with the Report of the Auditors for theyear ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS:

The Financial Highlights of your Company for the yearunder review are given below:

( In Lacs)

2012-2013 2011-2012

Total Income 13785.64 9326.27Profit Before Depreciation & Tax 331.71 162.38Less: Depreciation 92.32 87.09Profit Before Tax 239.39 75.29Current tax 46.93 11.26Less: MAT Receivable 46.93 11.26Less: Deferred Tax 78.32 28.98Profit After Tax 161.07 46.31

2. Operations

During the year under review, your Company hasrecorded income of 13785.64 Lacs as against

9326.27 Lacs in the previous year. The Net Profitfor the financial year ended 31st March, 2013increased to 161.07 Lacs from 46.31 Lacs inthe previous year.

A) NHC Foods Limited - Saaz

• Saaz, initially launched in just two states,but in just 2 years it has started makingpresence in other states like Karnataka,Goa, Madhya Pradesh and Rajasthan.

• Roll out in a phased manner - Launch inTier I cities of Gujarat, Mumbai &neighboring satellite towns. Over the yearSaaz’s distribution network hasexpanded and started spreading its reachto the remote areas of Maharashtra andGujarat.

• Vast Repertoire of 60 + recipes ofmasalas and mixes – researched andconcocted in-house. Initially launched –14 masala types processed in-house.

B) NHC Foods Limited - Export

• NHC Foods Limited is a GovernmentRecognized Star Export House engagedin the Business of Exports of Whole &Ground Spices, Lentils, Pulses, Grains,Oil Seeds and various other Agri -products and Assorted Food Products.

• Currently NHC Foods Limited isExporting the above-mentionedCommodities to more than 60 CountriesWorld-wide.

• Existing Clientele Countries:

Singapore, USA, Canada, Israel, Russia,Spain, New Zealand, Hong Kong,Malaysia, China, Indonesia, Vietnam,Thailand, Taiwan, UAE, Saudi Arabia,Kuwait, Bahrain, Turkey, Yemen, Egypt,Mauritius, Sri Lanka, Brazil, Ukraine,Macedonia, Iran, Pakistan, Bangladesh.

3. Current Outlook

Current outlook, industry structure & developmentalong with opportunities and threats are discussedin the Management Discussion & Analysis Report,which forms part of this report.

4. Dividend:

In order to conserve the resources for the futureexpansion plan of the Company underimplementation, your Directors do not recommendany dividend for the year under review.

5. Reclassification and Increase in AuthorisedShare Capital/Capital Raising Plans of theCompany.

The Management of the Company is activelyconsidering raising resources for increasingproduction capacity to meet competitiverequirements of quality and value addition in bothmedium and long term:

a) Postal Ballot held on 21st Sept, 2012:

The Shareholders of the Company throughpostal ballot held on 21st Sept, 2012 haveapproved increase in Authorised Share Capitalof the Company from 11,00,00,000/- dividedinto 35,00,000 Equity Shares of 10/- eachand 75,00,000 Preference Shares of 10/-

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each to 19,00,00,000/- divided into1,15,00,000 Equity Shares of 10/- each and75,00,000 Preference Shares of 10/-.

b) Postal Ballot held on 07th March, 2013:

The Shareholders of the Company throughpostal ballot held on 07th March, 2013 haveapproved:

1. Reclassification of Authorised ShareCapital of the Company of

19,00,00,000/- divided into1,15,00,000 Equity Shares of 10/- eachand 75,00,000 Preference Shares of

10/- each be and is hereby reclassifiedinto 1,35,00,000 Equity Shares of

10/- each and 55,00,000 PreferenceShares of 10/- each.

2. The Authorised Share Capital of theCompany increased from

19,00,00,000/- divided into1,35,00,000 Equity Shares of 10/-each and 55,00,000 Preference Sharesof 10/- each to 24,00,00,000/-divided into 1,85,00,000 Equity Sharesof 10/- each and 55,00,000 PreferenceShares of 10/- each.

6. Preferential Allotment:

10,00,000 fully paid-up equity shares of the facevalue of 10/- each at a share premiumof 12.60/- per share aggregating to

2,26,00,000/- of the Company allotted to theInvestors- the non Promoters on Preferential basison 05th Oct, 2012, on the terms and conditions asmentioned in the Special Resolution passed by theShareholders through postal ballot held on 21st

Sept, 2012.

7. Conversion of OCRPS:

20,89,200 OCRPS were allotted to Mrs. HansaShah pursuant to the scheme of amalgamation ofM/s NHC Industries Private Limited with that of theCompany, where OCRPS shall be converted in theratio of 1 (One) New Equity Shares of the face valueof 10/- each for every 1 (one) OCRPS of the facevalue of 10/- each.

Mrs. Hansa Shah exercised her option to convert15,42,400 OCRPS (Optionally ConvertibleRedeemable Preference Shares) into OrdinaryShares. Accordingly, 15,42,400 Ordinary Shares of

10/- each were allotted to Mrs. Hansa Shah on05th Oct, 2012.

8. Delisting of shares:

The equity shares of the Company are voluntarilydelisted from Ahmedabad Stock Exchange Limited(ASE) w.e.f. 21/02/2013.

9. Award / Recognition:

NHC Foods Limited have been awardedfor Certificate of Merit from the SpicesBoard (Ministry of Commerce & Industry,Government of India) in recognition ofoutstanding performance in the Export of

Spices and Spices products for the year 2011-12.

10. Technology and Quality:

Sustained commitment to highest level of quality,best – in – class service management helped theCompany attain number of milestones during theyear.

Your Company has already obtained various qualitycertifications in its name, such as:

• *ISO 9001:2008 - for its satisfactorydevelopment, implementation and continualimprovements in Management OperationsSystems for procurement and dispatch ofWhole & Grounded Spices and other foodproducts and Miscellaneous assorted productsfor grocery.

• ISO 22000: 2005 - (Food Safety ManagementSystems) - is awarded to our plant at Pardi,Gujarat, for laying down a set of standardizedrequirements for Food Safety ManagementSystems after satisfactory verification andvalidations of its Food Safety ManagementSystems. This certification would havefollowing benefits to our organization:

• A truly global international standard thatconverse the majority of the requirements ofthe current food safety standards.

• An auditable standard with clear requirementswhich provides a framework for third partycertification.

(*The said certifications are transferred in the nameof our Company from erstwhile, M/s. NHC IndustriesPrivate Limited, pursuant to the Scheme ofAmalgamation).

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• Our Company, has received the *‘Star ExportHouse Status’ by the Ministry of Commerceand Industry, Office of Zonal Joint Director ofForeign Trade, a recognition granted toestablished exporters for promoting India’sexports and to building up marketinginfrastructure and expertise required for exportpromotion.

11. Directors’ Responsibility Statement:

Pursuant to the requirement of Section 217(2AA)of the Act, and based on the representationsreceived from the operating management, theDirectors hereby confirm that:

i) In the preparation of the annual accounts forthe financial year 2012-13, the applicableaccounting standards have been followed andthere are no material departures;

ii) They have selected such accounting policiesand applied them consistently and madejudgment and estimates that are reasonableand prudent so as to give a true and fair viewof the state of affairs of the Company at theend of the financial year and of profit of theCompany for the financial year

iii) They have taken proper and sufficient care tothe best of their knowledge and ability for themaintenance of adequate accounting recordsin accordance with the provisions of the Act.They confirm that there are adequate systemsand controls for safeguarding the assets ofthe Company and for preventing and detectingfraud and other irregularities

iv) That the directors have prepared the annualaccounts on a going concern basis

12. Conservation of energy, technology absorptionand foreign exchange:

A Statement giving details of Conservation ofEnergy, technology absorption, foreign exchangeearnings, and outgo in accordance with theCompanies (Disclosures of Particulars in the Reportof Board of Directors) Rules, 1988 is annexed tothis report.

Report on Management Discussion and Analysisis provided in a separate section and forming partof this annual report.

13. Particulars of Employees:

Your Company does not have any employee of thecategory specified in Section 217 (2-A) of theCompanies Act, 1956 read with the Companies(Particulars of Employees) Rule, 1975, as amendedthereto from time to time.

14. Internal Audit and Controls:

During the year under review, your Company hasappointed M/s Surekha Associates, CharteredAccountants as its internal Auditor. Your Companycontinued to implement their suggestions andrecommendations to improve the controlenvironment

Their scope of work includes safeguarding theassets of your Company, review of operationalefficiency, effectiveness of systems and processesand assessing the internal control strengths in allareas of operations,

The internal auditors finding are discussed with theprocessing person and suitable corrective actionsare taken as per the directors of the AuditCommittee on a going concern basis to improvethe efficiency in operations.

15. Auditors and their Report:

In terms of provisions of Section 224 of theCompanies Act, 1956, M/s NGS & Co. LLP,Chartered Accountants retire at this Annual GeneralMeeting and being eligible, offer themselves for re-appointment. Pursuant to the recommendations ofthe Audit committee for reappointment of M/s NGS& Co. LLP as Statutory Auditors of the Companyfor the financial year 2013-14, the Board of Directorshave, subject to the approval of the Shareholdershave approved the re-appointment of M/s NGS &Co. LLP as Statutory Auditors of the Company forthe financial year 2013-14 and to hold the office tillthe conclusion of the next of Annual GeneralMeeting.

Resolution seeking your approval on this item isincluded in the Notice convening the AnnualGeneral Meeting. Members are requested toconsider the appointment of M/s NGS & Co. LLP,Chartered Accountants, Mumbai, for the year 2013-14, on a remuneration to be decided by the Boardof Directors, in consultation with the said firm ofAuditors.

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16. Directors:

Pursuant to Article 138 of Article of Association ofthe Company Mr. Aashish Vyas, Non – ExecutiveIndependent Director of your Company retires fromthe office as Director of your Company, at theensuing Annual General Meeting & being eligible,offers himself for re-appointment

The Board recommended the above re-appointment. Resolutions seeking your approval onthese items are included in the Notice ConveningAnnual General Meeting together with brief resumeof the Directors being re-appointed.

As situated by Clause 49 of the Listing Agreement,brief profile of the director seeking re-appointment,nature of his expertise in specific functional areaand names of companies in which he is directorare provided in the Annual report.

17. Depository System:

As the shareholders are aware, your Company’sshares are tradable in electronic form and theCompany has established connectivity with both thedepositories i.e. NSDL & CDSL. In view of theservices offered by the Depository system, theshareholders are requested to avail the facility ofdematerialization of the Company’s shares.

18. Fixed Deposits:

During the year under review, the Company hasnot accepted any deposits within the meaning ofSection 58A of the Companies Act, 1956 from thePublic. Hence, as on 31st March, 2013 there are nounclaimed deposits lying with the Company.

19. Corporate Governance Report, ManagementDiscussion and Analysis Report and BusinessResponsibility Report:

As per Clause 49 of the Listing Agreements enteredinto with the Stock Exchanges, CorporateGovernance Report with Auditors’ Certificate anda Management Discussion and Analysis Report areattached and form part of this Report.

20. Listing Agreement Compliance:

Pursuant to the requirements of the ListingAgreement, the Company declares that its EquityShares are listed on the Bombay Stock ExchangeLimited (BSE), Madras Stock Exchange Limited(MSE). Further, we would like to inform you that

the securities of the Company has been Delistedfrom Ahmedabad Stock Exchange Limited (ASE)w.e.f. 21.02.2013 under voluntary delisting process.The Company confirms that it has paid AnnualListing Fees due to Bombay Stock ExchangeLimited and Madras Stock Exchange Limited forthe year 2013-2014.

21. Acknowledgement:

Your Directors express their grateful appreciationfor the assistance and co-operation extended bythe Company’s Shareholders, Customers,Distributors, Bankers, Suppliers, Registrar andShare Transfer Agents, Employees and all otherauthorities/ stakeholders during the year and lookforward to their continued support in future yearsof growth.

For and on behalf of Board of Directors,

Apoorva Shah (Chairman & Managing Director)

Registered Office:NHC FOODS LTD.Survey No. 777,Umarsadi Desaiwad Road, Village Umarsadi,Taluka Pardi, District Valsad,Gujarat – 396175

Place: MumbaiDate: 17th July, 2013

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A Passion for becoming leader in processed foods

ANNEXURE TO DIRECTORS’ REPORTParticulars of Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo in termsof Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report ofBoard of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March, 2013.

A. Conservation of Energy:

1. Energy conservation measures takenduring the year 2012-13:

2. Additional investments and any newproposals under implementation The Company continues to take all possible steps toaimed at energy conservation: conserve energy. These includes efficient electric fittings

and equipments that consume less energy3. Impact of the measures taken: than conventional ones.

FORM AForm for disclosure of particulars with respect to Conservation of Energy

2012-2013 2011-2012

(A) Power & Fuel Consumption1. Electricity

a) Purchased Units (Kwh) 1,02,525 84,459Total Amount ( ) 8,61,844 7,14,484Rate / Unit ( /Kwh) 8.41 8.46

b) Own Generationi) Through Diesel Generatorii) Through Steam Turbine / Generators

Units 230 330Units / Ltr. of diesel 61 88Cost / Unit 3416 4880Coal N.A. N.A.QuantityTotal CostAverage Rate

3. Furnace Oil N.A. N.A.QuantityTotal Cost

4. Others/Internal Generations N.A. N.A.QuantityTotal CostAverage Rate

(B) Consumption per unit of productionProducts (With details) UnitElectricityFurnace OilCoal

Since the company manufactures several items,it is impracticable to apportion the utilities.

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FORM B

1. RESEARCH AND DEVELOPMENT:

The Company has not undertaken any Research and Development Activity during the Financial Year 2012-13

2. FUTURE PLAN OF ACTION:

Steps are continuously being taken to promote the branded sales in domestic as well as overseas market. TheCompany is continuously making efforts to provide best of quality products to its customers.

3. TECHNOLOGY, ABSORPTION, ADAPTION AND INNOVATION:

Technology Absorption, Adaptation and innovation has always been the key strength of the Company. Companyplans to be a leading player in technology introduction through innovative products.

4. FOREIGN EXCHANGE EARNINGS & OUTGO

(Amounr in )

EARNINGS IN FOREIGN CURRENCY (ON ACCRUAL BASIS)

Sr. No. Particulars 2012-13 2011-121. Sales (Export) 106,39,25,018 77,66,18,366

OUTGO IN FOREIGN CURRENCY

Sr. No. Particulars 2012-13 2011-12

1. Commission 1,18,47,915 31,90,2872. Travelling 2,30,174 2,46,5953. Exhibition Expenses 1,14,192 –

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A Passion for becoming leader in processed foods

MANAGEMENT DISCUSSION AND ANALYSISIt is not enough to step, which may someday lead to a goal;

Each step must be itself a goal and step likewise…..

1. Economy and Industry Overview:

The Indian food processing industry is one of thelargest in the world in terms of production,consumption, export and growth prospect. Over theyears, with emerging new markets andtechnologies, the sector has widened its scope. Theliberalization of the Indian Economy and world tradeas well as rising consumer prosperity has thrownup new opportunities for diversification in the foodprocessing sector and opened up new avenue forgrowth. Demand for processed and conveniencefood is increasing constantly because ofurbanization, changing lifestyle and food habits ofthe people. Accordingly, Indian consumers arebeing offered newer higher quality food productsmade by using the latest state-of-the-art technology.

2. Business Overview:

India is the Second Largest Producer of Spices andAgri-Products next only to China, therefore it is oneof the most preferred choice of all Importers to meettheir requirement of different Spices, Oil Seeds,Animal Feeds, Pulses, Grains and other Agri-Products. Since Indian Spices and Agri - Productsare consumed world over, Market Potential is hugeand there is level playing field for all the Exporterswho have good and apt knowledge of the productquality and the trade.

On Competition front, there is Competition fromother Countries as well as from Exporters withinIndia, but NHC Foods Limited has managed tosurvive stiff competition due to its professionalmanagement & good brand image.

Export:

Since the last several decades, NHC Foods Limitedhas managed to hold an edge over many of itscompetitors due to the Quality Standards it hasmaintained. NHC has always strived to providegood quality products to its Customers and at thesame time managed to keep the pricing verycompetitive which has attracted Customers across

the globe and has also managed to successfullyretain all its loyal and regular Customers since thelast so many years. Under the dynamic leadershipand sharp business acumen of its Directors, NHCFoods Limited has managed to achieve greatgrowth in spite of stiff Competition.

Due to ethical business practice, our constantendeavor to provide the best of services andproactive response to the Customers’ queries,complaints & feedbacks, our Customers havereposed immense faith in NHC Foods Limited andthis has further enhanced our reputation in theGlobal Market due to which we have been able toacquire good number of new Customers as well.

At present NHC Foods Limited is exporting morethan 50 types of Whole Spices, Ground Spices, OilSeeds, Grains, Pulses, Animal Feeds, DehydratedFoods Products, Assorted Food Products andReady to Eat Food Products to all its Customersworld-wide.

NHC Foods Limited has already got its presencein majority of the Spice Importing Countriesworldwide like, USA, Canada, Mexico, Brazil,Singapore, Hong Kong, China, Malaysia, Vietnam,Indonesia, Sri Lanka, Pakistan, Bangladesh, NewZealand, Zimbabwe, Taiwan, Thailand, Macedonia,Jamaica, Trinidad & Tobago, Mauritius, Spain,Bulgaria, Turkey, Egypt, Jordan, Yemen etc to namea few, but still there is a huge market which can betapped and captured and in this direction NHCFoods Limited has strengthened its Core MarketingTeam who are utilizing various platforms andmarketing tools like sourcing new Clients andmarkets through online business platforms likeAlibaba.com which is accessed by a large numberof Importers as well as Exporters. Right now weare focusing on capturing new markets in AfricanRegion like Nigeria, Cambodia etc who are bigconsumers of Indian Agri-products.

Since Indian Population is found in majority of theCountries worldwide our Ready to Eat FoodProducts and Assorted Food Products are in gooddemand by Overseas Super Market and FoodBazaars, therefore we are very confident of doinggood business in this segment of Blended SpiceMix also.

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Saaz:

• Roll out in a phased manner - Launch in TierI cities of Gujarat, Mumbai & neighboringsatellite towns. Over the year Saaz’sdistribution network has expanded and startedspreading its reach to the remote areas ofMaharashtra and Gujarat.

• Saaz, initially launched in just two states, butin just 2 years it has started making presencein other states like Karnataka, Goa, MadhyaPradesh and Rajasthan.

• Also, we have tied up with Modern Retailerslike Reliance, Future Group, Home Care –Magnet and Dhanraj.

3. Strategy:

The Company’s Strategy to support long termgrowth is to continually extend the food processingbusiness by expanding its geographical reach,industrial coverage and by deepening existing clientrelationship, or creating new business model andbusiness solutions.

4. Opportunities and Threats:

India is known as the home of spices and producesa wide variety of spices like black pepper,cardamom, ginger, garlic, turmeric, chilly, etc. It isthe largest producer, consumer and exporter ofspices and spice products. In the World Spice Trade,India acquires 48% of the global export volume and44% of the export value. It exports more than 0.40million tons of spices annually. Over the years,imports of spices are steadily growing.

Indian Spice Traders and Producers are facingchallenges like food safety, sustainability andtraceability. India is the biggest producer andexporter of spices in the world. As the regulationsvary from country-to-country, it is becoming hardto maintain all the required standards.

All this shows that spice production in India holds aprominent position in the world spice production.Entrepreneurs from all over the world are exploringthe opportunities in this area. The Government, bothat the centre and at the state level, has undertaken

several measures and initiatives for the sounddevelopment of the spice industry.

5. Risk and Concerns:

Our Company, like any other enterprise, is exposedto business risk which can be an internal risks aswell as external risks.

An analysis of the Company’s key business risks isas follows:

a) Competitor Risk:

The market is highly competitive with no fiscalbarriers and entry of large MNCs into thecountry with inorganic growth strategies. YourCompany continues focus on increasing itsmarket share and taking marketing initiativesthat help create differentiation and provideoptimum service to its customers.

b) Human Resource Risk:

Your Company’s ability to deliver value isshaped by its ability to attract, train, motivate,empower and retain the best professiontalents. Your Company continuouslybenchmarks HR policies and practices withthe best in the industry and carries out thenecessary improvements to attract and retainthe best talent.

c) Foreign Exchange Risk:

The Company being engaged in exports, itderives approximately 90% of its revenue fromexport sales. A volatility of the exchange ratesand duties can adversely impact theCompany’s exports. The Company managesthis financial risk through foreign exchangeplanning under the expert guidance of reputedforeign exchange consultants.

d) Commodity price risk:

Your Company is exposed to the risk of pricefluctuation on raw materials and finishedgoods. However, considering the normalcorrelation in the prices of raw materials andfinished goods, the risk is reduced.

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A Passion for becoming leader in processed foods

6. Human Resources Strategy:

The human resources strategy enabled theCompany to attract, integrate, develop and retainthe best talent required for driving business growth.The strategic initiative to recruit, integrate and retaina diverse workforce at the NHC Foods culture andbuild a competency – driven organization hashelped it retain its competitive position into globalmarket. The Industrial relations across differentlocations of the Company were cordial during theyear.

7. Internal Control Systems and their Adequacy:

The organization structure of the Company is welldefined with adequate systems for internal control;to ensure optimum utilization of resources andcompliances with all applicable laws andregulations.

The internal control system is commensurate withthe size and nature of the business of the Company,ensuring effective checks and balance and alsosubject to continuously reviewing and up-gradationin line with the best practices in the industry.

Internal audits are undertaken on a continuousbasis covering all the operations i.e., manufacturing,sales & distribution, marketing, finance, etc. Reportsof internal audits are reviewed by management fromtime to time and desired actions are initiated tostrengthen the control and effectiveness of thesystem.

8. Financial Performance & Analysis:

The financial performance during the last year hasbeen discussed in the Director’s Report.

9. Industrial Relations:

The industrial relation was harmonious and cordialthroughout the year

10. Cautionary Statement

Statements in this report on ManagementDiscussion and Analysis describing the Company’sobjectives, projections, estimates, expectations orpredictions may be forward looking statementswithin the meaning of applicable security laws orregulations. These statements are based on certain

assumptions and expectation of future events.Actual results could however, differ materially fromthose expressed or implied. Important factors thatcould make a difference to the Company’soperations include global and domestic demandsupply conditions, finished goods prices, rawmaterials cost and availability, changes inGovernment regulations and tax structure,economic developments within India and thecountries with which the Company has businesscontacts and other factors such as litigation andindustrial relations.

The Company assumes no responsibility in respectof forward looking statements on the basis ofsubsequent developments, information or events.

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REPORT ON CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement, a separate report on corporate governance is given below forthe financial year ended 31st March, 2013 along with certificate of auditors of the Company

Excellency in corporate governance practices is the strong foundation of NHC Foods Limited

- Apoorva ShahChairman & Managing Director

Company’s philosophy on corporate governance:Effective corporate governance practices constitute the strong foundations on which successful commercialenterprises are built to last. The Company’s philosophy on corporate governance oversees business strategies andensures fiscal accountability, ethical corporate behavior and fairness to all stakeholders comprising regulators,employees, vendors, investors and society at large.

The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has adopteda Code of Conduct for its employees including the Managing Director and the Executive Director. The same isavailable on the Company’s website. Corporate governance is a journey for constantly improving sustainable valuecreation and is an upward moving target.

Good corporate governance makes good business sense. It increases the confidence of stakeholders in the Company.Over the last few years, governance process and system have been religiously followed and improved upon at NHCFOODS LTD. Apart from complying with statutory requirements, NHC FOODS LTD making continuous efforts towardsimproving transparency, disclosures, and promotion of ethics at work – place. It continues to be committed to theprinciples of integrity, ethics, equity, fairness, transparency and accountability.

The Board of Directors is at the core of corporate governance practices and strives to protect the longterm interestsof all the stakeholders.

The Company has implemented all the mandatory requirements of Clause 49 of the Listing Agreement.

All Board members and senior management personnel have affirmed compliance with the Code of Business Conduct& Ethics which is posted on the website of the Company.

II. BOARD OF DIRECTORS:The Board of Directors provides the strategic directions to the Company, and their effectiveness ensures long terminterest of shareholders. The Board is responsible for the management of the business and meets regularly fordischarging its role and functions. The Functions, Role, Accountability and Responsibility are clearly defined.

a) Composition & Category of the Board:The Composition of the Board of Directors with reference to Executive and Non-Executive Directors meets therequirement of Code of Corporate Governance.

The Board of Directors of the Company comprises four directors as on 31st March, 2013

Name of the Director Category Date of Joing the Board

Mr. Apoorva Shah Chairman & Managing Director 04/08/1992Mrs. Alpa Shah Whole - Time Director 11/09/2010Mr. Aashish Vyas Independent & Non – Executive Director 30/10/2009Mr. Rajiv Bhatt Independent & Non – Executive Director 30/08/2008

* None of the Directors of the Board is Member of more than Ten Committees or Chairman of more than FiveCommittees across all the public companies in which he is a Director (as per Clause 49(I)(C)(ii)). Necessarydisclosure regarding committee positions in other public companies as on March 31, 2013 have been made bythe Directors.

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* The names and categories of the Directors on the Board, their attendance at Board Meetings held during theyear and the number of directorship and committee chairmanship / Memberships held by them in other publiccompanies as on March 31, 2013 are given herein below. Other directorship do not include alternate directorship,directorship of private limited companies, Section 25 Companies and of Companies incorporated outsideIndia. Chairmanship/Membership of Board Committees include only Audit and Shareholders/Investors GrievanceCommittees.

Name of Category Number of Whether Number of Number ofthe Board Meeting attended last Directorship in Committee PositionsDirectors during the year AGM held on other public held in other public

27th Sept,2012 Companies Companies

Held Attended Chairman Director Chairman Member

Mr. Apoorva Chairman 15 15 Yes –– –– –– ––Himatlal andShah ManagingDin: 00573184 Director

Mrs. Alpa Whole-Time 15 15 Yes –– –– –– ––Apporva Shah DirectorDin: 00573190

Mr. Rajiv Independent 15 15 Yes –– –– –– ––Bhatt Non-ExecutiveDin:02320813 Director

Mr. Aashish Independent 15 15 Yes –– –– –– 1Vyas Non-ExecutiveDin: 00929820 Director

* None of the Non – Executive Directors has any material pecuniary relationship or transaction with the Company.

* 15 Board Meetings were held during the year and the gap between two meetings did not exceed four months.The date on which the said meetings were held is as follows:

10/04/2012 17/05/2012 26/05/2012 13/06/2012 23/06/2012 09/08/2012 14/08/2012 17/09/2012

27/09/2012 05/10/2012 06/11/2012 26/11/2012 04/12/2012 08/02/2013 06/03/2013

The necessary quorum was present for all the meetings.1. Independent director means director as defined under Clause 49 of the Listing Agreement.2. No Director is related to any other director on the Board, except for Mr. Apoorva Shah and Mrs. Alpa shah

who are husband and wife.Detail of Director seeking re-appointment at the forthcoming Annual General Meeting:Mr. Aashish Vyas:He is a Chartered Accountant by education and an eminent finance professional. As an accomplished investmentbanker, he brings a vast experience in financial markets to the table. His vision and direction on the financialstrategies of NHC are of vital importance. He is responsible for ensuring the correct dissemination of informationto the shareholder and investor community. Having over last 16 years of work experience, he has worked withvarious International Investment Banks and Brokers in senior positions.He is the Chairman of Audit Committee and the Member of Remuneration Committee and Shareholders’ /Investors’ Grievances Committee of the Company.

Holding 4 Equity Shares in the Company.

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Committees of the Board:

The Board Committees play a crucial role in the governance structure of the Company and have been constitutedto deal with specific areas/activities which concern the Company and need a closer review. The BoardCommittees are set up under the formal approval of the Board to carry out clearly defined roles which areconsidered to be performed by members of the Board, as a part of good governance practice. The Boardsupervises the execution of its responsibilities by the Committees and is responsible for their action.

i) Audit Committee:

1. The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the ListingAgreements entered into with the Stock Exchanges read with Section 292A of the Companies Act, 1956 (“Act”).

Terms of reference: The terms of reference/powers of the Audit Committee are as under:

A) Power of Audit Committee:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure the attendance of outsiders with relevant expertise, if it considers necessary.

B) The role of Audit Committee includes:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information toensure that the financial statements are correct, sufficient and credible.

2. Recommending to the Board, the appointment, reappointment, fixation of audit fees and, if required, thereplacement or removal of Statutory Auditors.

3. Approval of payment to Statutory Auditors for any other services rendered by them.

4. Reviewing with the management, the annual financial statements before submission to the Board forapproval, with particular reference to:

• Matters required to be included in the Directors’ Responsibility Statement, Statement to be includedin the Directors’ Report in terms of sub-section (2AA) of Section 217 of the Companies Act, 1956.

• Changes, if any, in accounting policies and practices and reasons for the same.

• Major accounting entries involving estimates based on the exercise of judgment by the management.

• Significant adjustments made in the financial statements arising out of audit findings.

• Compliance with listing and other legal requirements relating to financial statements.

• Disclosure of related party transactions.

• Qualification in draft audit report.

5. Reviewing with the management, the quarterly financial statements before submission to the Board forapproval.

6. Reviewing with the management, the statement of uses/application of funds raised through an issue(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other thanthose stated in the offer document/prospectus/notice and making appropriate recommendations to theBoard to take up steps in this matter.

7. Reviewing with the management, the performance of Statutory Auditors and internal auditors, adequacyof internal control system.

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8. Reviewing the adequacy of internal audit function, if any, including the structure of the internal auditdepartment, staffing and seniority of the official heading the department, reporting structure, coverageand frequency of internal audit.

9. Discussion with internal auditors, any significant findings and follow up thereon.

10. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there issuspected fraud or irregularity or a failure of internal control systems of a material nature and reportingthe matter to the Board.

11. Discussion with statutory auditors before the audit committees, about the nature and scope of audit aswell as post – audit discussion to ascertain any area of concern.

12. To look into the reasons for substantial defaults, if any, in the payment to the depositors, debentureholders, shareholders (in case of non - payment of declared dividends) and creditors.

13. To review the functioning of the Whistle Blower mechanism, in case the same is existing.

14. Approval of appointment of CFO (i.e., the whole – time Finance Director or any other person heading thefinance function or discharging that function) after assessing the qualifications, experience & background,etc. of the candidate.

2. The Audit Committee invites such of the executives, as it considers appropriate (particularly the head of thefinance function), representatives of the statutory auditors and representatives of the internal auditors to presentat its meetings. The Company Secretary acts as the Secretary to the Audit Committee.

3. The previous Annual General Meeting (AGM) of the Company was held on 27th Sept, 2012 and was attendedby Mr. Aashish Vyas, Chairman of the Audit Committee.

4. Objective: The Audit Committee assists the Board in its responsibility for overseeing the quality and integrityof the accounting, auditing and its compliances with the legal and regulatory requirements. The Committee’spurpose is to oversee the accounting and financial reporting process of the Company, the audits of the Company’sfinancial statements, the appointment, independence, performance and remuneration of the statutory auditors,the performance of internal auditors.

5. The Composition of the Audit Committee and the details of the meetings attended by its members aregiven below:

Name Category Number of Meetingsduring the year 2012-13

Held Attended

Mr. Aashish Vyas Independent, Non - Executive 4 4(Chairman)

Mr. Rajiv Bhatt Independent, Non - Executive 4 4(Member)

Mr. Apoorva Shah Chairman & Managing Director 4 4(Member)

4 (Four) Audit Committee Meetings were held during the year. The dates on which the said meetings were heldare as follows:

26/05/2012 14/08/2012 06/11/2012 08/02/2013

The necessary quorum was present for all the meetings.

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i) Remuneration Committee:

Your Company has Remuneration Committee as required under Clause 49 of the Listing Agreement. TheCompany reviewed and decided the overall remuneration of the Managing Director and the Whole - TimeDirector.

1. The Composition of the Remuneration Committee:

Name of the Director Position

Mr. Rajiv Bhatt ChairmanMr. Aashish Vyas MemberMr. Apoorva Shah Member

Remuneration Policy:

The Company inter-alia while deciding the remuneration package takes into consideration, the following:

(a) Employment scenario and demand for talent in the industry.

(b) Remuneration package of the industry/other industries for the requisite managerial talent.

(c) The qualification and experience held by the appointee.

2. Details of the Remuneration for the year ended March 31, 2013:

a) Non – Executive Directors:

No remuneration is paid to the Non – Executive Directors of the Company

Name Commission Sitting Fees

Mr. Aashish Vyas –– ––Mr. Rajiv Bhatt –– ––

b) Managing Director and Executive Director:

Name of Director and Salary Benefits, Perquisites Commission ESPSperiod of Appointment and Allowances

Mr. Apoorva Shah 29,17,404 – – –(Chairman and Managing Director)w.e.f. 13th Nov, 2010 for a period of 5 years

Mrs. Alpa Shah 29,17,404 – – –(Whole-Time Director)w.e.f. 14th Feb, 2011 for a period of 5 years

1. Total Remuneration paid to Managing Director and the Whole – Time Director is excluding contributionto provident fund, gratuity and leave encashment as the same are provided in the books based onactuarial valuation report.

2. Presently, the Company does not have any scheme for grant of Stock Options to its Directors,Managing Directors or other employees

3. During the year under review, the Company has not paid any sitting fees to any Non-ExecutiveDirectors for attending Board and Committee Meetings.

4. There is no performance linked incentives payable to any of the Directors of the Company.

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Details of equity shares of the Company held by the Directors as on March 31, 2013 are given below:

Name Number of Equity Shares Opetionally Convertible RedeemablePreference Shares (OCRPS)

Mr. Apoorva Shah 994051 4148800

Mrs. Alpa Shah 250635 800800

Mr. Aashish Vyas 4 –

Mr. Rajiv Bhatt – –

iii) Shareholders/Investors Grievance Committee:The shareholders and investors grievance committee of the board is empowered to see the redressal ofinvestors’ complaints pertaining to share transfer, non receipt of annual report, issue of duplicate sharecertificates, transfer and transmission of shares and other miscellaneous investors’ complaints. In addition, thecommittee also looks into matters which can facilitate better investors’ services and relations.Shareholders Services:For the purpose of facilitating the shareholders, the Company has posted detailed services for the shareholderson its website.Composition of committee:The composition of the shareholders/investors grievance committee and the details of meetings attended byits members are given below :

Name Category Number of Board Meetingduring the year 2012-13

Held AttendedMr. Rajiv Bhatt (Chairman) Independent, Non - Executive 4 4Mr. Aashish Vyas (Member) Independent, Non - Executive 4 4

Mrs. Alpa Shah (Member) Whote-Time Director 4 4

4 (Four) Shareholder/Investors Grievance Committee Meetings were held during the year. The dates onwhich the said meetings were held are as follows:

26/05/2012 14/08/2012 06/11/2012 08/02/2013

Company Secretary is the secretary of the committee.The necessary quorum was present for all the meetings.Name & Designation of the Compliance Officer:Ms. Suvarnalata Chavan acts as a Company Secretary, Mr. Bharat Akhiyania acts as a Compliance Officer.Status of Shareholders Complaints during each quarter:

Quarter Ended Received Pending Disposed off UnresolvedJune, 2012 Nil Nil Nil NilSeptember, 2012 5 Nil 5 NilDecember, 2012 4 Nil 4 NilMarch, 2013 2 Nil 2 Nil

There were no major complaints received from the shareholders of the Company. The complaints receivedwere promptly replied by the Registrar and Share Transfer Agents of the Company. The Company has not paidsitting fees to directors for attending the meeting of the aforesaid committee.

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iv) General Body Meetings

a) The details of the Annual General Meeting held in last three years are as under:

No. of SpecialAGM DAY DATE TIME VENUE Resolutions

approved at thelast AGM

18th Thursday 11.11.2010 11.30 A.M. D-22/8, TTC Industrial Area, NILMIDC, Thane-Belapur Road,Turbhe, Navi Mumbai - 400705

19th Monday 25.07.2011 03.00 P.M. Hotel Athithi, 77A & B, 3Sangathan - 2, Basement,Nehru Road, Vile Parle (E),Mumbai - 400099

20th Thursday 27.09.2012 10.30 A.M. Maulana Azad Hall, NILGuru Narayan Road,Near Realiance Energy,Santacruz (E), Mumbai - 400056

• Subsidiary Companies:The Company does not have any subsidiary Company.

b) Extraordinary General Meeting:

No Extraordinary General Meeting of the Members was held during the year 2012-13.

Details of resolution passed by way of postal ballot

During the year ended March 31, 2013, pursuant to Section 192A of the Companies Act, 1956 read withthe Companies (Passing of Resolution by Postal Ballot) Rule, 2011.

A) The members of the Company have approved the following resolutions by means of postal ballot, viaNotice of Postal Ballot dated 09th August, 2012 and result whereof were declared on September 21, 2012at the Registered Office of the Company at 2/13, Anand Nagar, Santacruz (E), Mumbai – 400055:

(i) Ordinary Resolution for Increase of Authorised Share Capital under Section 16, 94 and all otherapplicable provisions, if any, of Companies Act, 1956 from 11,00,00,000/- divided into 35,00,000Equity Shares of 10/- each and 75, 00,000 Preference shares of 10/- each to

19,00,00,000/- divided into 1,15,00,000 Equity Shares of 10/- and 75,00,000 Preference sharesof 10/- each.

(ii) Special Resolution for issue of Equity Shares on Preferential Allotment upto 10,00,000 Equity Sharesof 10/- each fully paid up in one or more tranches to Investors on preferential allotment basisunder Section 81(1A) and all other applicable provisions, if any, of Companies Act, 1956 and SEBI(Issue of Capital & Disclosure Requirement) Regulation, 2009.

(iii) Special Resolution for shifting of the Registered office from the State of Maharashtra to the State ofGujarat subject to the provisions of Section 17,146(2) and other applicable provisions, if any of theCompanies Act, 1956.

(iv) Special Resolution for Voluntary Delisting of shares from Ahmedabad and Madras Stock Exchangepursuant to the applicable regulations of the Securities and Exchange Board of India (SEBI), and allother applicable laws, rules, guidelines, regulations, provisions if any, of any authorities.

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Summary of the result of the aforementioned Postal Ballot, announced by Mr. Apoorva Shah, Chairman andManaging Director of the Company, on 21st September, 2012 is as follows:

Sr. Item No. of Votes Votes No. ofNo. Valid Cast in against invalid

Postal Ballot favour of the postal formsforms received resolution resolution received

1. Increase of Authorised Share No. of 36 36 – –Capital under Section 16, 94 and Postal Ballotall other applicable provisions, formsif any, of the Companies Act, 1956 No. of Shares 1811481 1811481 – –

2. Issue of Equity Shares on No. of 36 35 1 –Preferential Allotment basis to Postal BallotInvestors under Section 81(1A) formsand all other applicable provisions, No. of Shares 1811481 1811446 35 –if any, of Companies Act, 1956 and(Issue of Capital & DisclosureRequirement) Regulation 2009.

3. Shifting of the Registered Office No. of 36 33 3 –from the Stae of Maharashtra to Postal Ballotthe State of Gujarat under FormsSection 17,146(2) and all other No. of Shares 1811481 1811410 71 –applicable provisions, if any, of

4. Voluntary Delisting of shares from No. of 36 34 2 –Ahmedabad and Madras Stock Postal BallotExchange pursuant to the formsapplicable regulations of the No. of Shares 1811481 1811445 36 –Securities and Exchange Boardof India (SEBI), and all otherapplicable laws, rules, guidelines,regulation, provisions if any, of anyauthorities.

The aforesaid resolution no. 1 has been passed unanimously and resolution nos. 2 to 4 have been passedwith the requisite majority.

* Person who conducted the postal ballot exercise:

The Postal ballot exercise in Sept, 2012 was conducted by the Registrar and Share Transfer Agent of the Company,M/s System Support Services under the overall supervision of Mr. Narayan Parekh, Practicing Company Secretary,the scrutinizer appointed by the Board and the Company Secretary.

*Are special resolution proposed to be put through postal ballot this year? If required, shall be conducted as per theprovisions of relevant laws.

B) The members of the Company have approved the following resolutions by means of postal ballot, via Notice ofPostal Ballot dated 04th December, 2012 and result whereof were declared on March 7, 2013 at the RegisteredOffice of the Company at 2/13, Anand Nagar, Santacruz (E), Mumbai – 400055:

(i) Ordinary Resolution for Reclassification of Authorised Share Capital of the Company and amendment tothe Memorandum of Association pursuant to the provisions of Section 16, 94 and other applicable provisions

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of the Companies Act, 1956 i.e. 19,00,00,000/- divided into 1,15,00,000 Equity Shares of 10/- each and 75,00,000 Equity Shares of 10/- each reclassified into 1,35,00,000 Equity Shares of 10/- each and 55,00,000 Preference Shares of 10/- each.

(ii) Ordinary Resolution for increase in Authorised Share Capital of the Company and amendment to theMemorandum of Association pursuant to the provision of Section 16,94 and other applicable provisions,if any of the Companies Act, 1956 i.e. increased from 19,00,00,000/- divided into 1,35,00,000 EquityShares of 10/- each and 55,00,000 Preference Shares of 10/- each to 24,00,00,000/- divided into1,85,00,000 Equity Shares of 10/- each and 55,00,000 Preference Shares of 10/- each/-

(iii) Special Resolution for issue of Equity Shares by way of Qualified Institutional Placement pursuant toSection 81(1A) and all other applicable provisions, if any, of the Companies Act, 1956 and Securities andExchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2009.

(iv) Special Resolution to make loan, provide security, acquire shares and/or securities etc., upto a sum notexceeding 25 Crores under Section 372A of the Companies Act, 1956.

Summary of the result of the aforementioned Postal Ballot, announced by Mr. Apoorva Shah, Chairmanand Managing Director of the Company, on 07th March, 2013 is as follows:

Sr. Item No. of Votes Votes No. ofNo. Valid Cast in against invalid

Postal Ballot favour of the postal formsforms received resolution resolution received

1. Reclassification of Authorised No. of 43 43 – –Share Capital pursuant to the Postal Ballotprovisions of Sections 16, 94 formsand all other applicable provisions No. of Shares 3561351 3561351 – –if any, of the Companies Act, 1956

2. Increase of Authorised Share No. of 44 44 – –Capital pursuant to the provisions Postal Ballotof Section 16, 94 and all other formsapplicable provisions, if any, of No. of Shares 3561316 3561316 – –the Companies Act, 1956

3. Issue of Equity Shares by way of No. of 43 42 1 –Qualified Institutional Placement Postal Ballotunder Section 81(1A) and all other formsapplicable provisions, if any, of No. of Shares 3561281 3561280 1 –Companies Act, 1956 andSecurities and Exchange Board ofIndia (SEBI) Issue of Capital andDisclosure Requirement)regulations, 2009

4. Inter Corporate Investment upto a No. of 42 39 3 –sum not exceeding 25 Crores Postal Ballotunder Section 372A of the FormsCompanies Act, 1956 No. of Shares 3561246 3560536 710 –

The aforesaid resolution no. 1 & 2 have been passed unanimously and resolution nos. 3 & 4 has been passed withthe requisite majority.

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* Person who conducted the postal ballot exercise:

The Postal ballot exercise in March, 2013 was conducted by the Registrar and Share Transfer Agent of the Company,M/s System Support Services under the overall supervision of Mr. Narayan Parekh, Practicing Company Secretary,the scrutinizer appointed by the Board and the Company Secretary.

*Are special resolution proposed to be put through postal ballot this year? If required, shall be conducted as per theprovisions of relevant laws.

*Procedure for Postal Ballot:

The Postal Ballot was carried out following the procedure set out in Section 192A of the Companies Act, 1956 readwith the Companies (The passing of the Resolution by Postal Ballot) Rules, 2011.

Disclosures:

i) The Board has received disclosures from key management personnel relating to material, financial andcommercial transactions where they and/or their relatives have personal interest. There are no materiallysignificant related party transactions of the Company which have potential conflict with the interest of theCompany at large.

ii) The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authoritieson all material relating to Capital markets during the last three years. No penalties or strictures have beenimposed on the company by the Stock Exchanges, SEBI or other statutory authorities relating to the above.

iii) Whistle Blower Policy at present not adopted by the Company

iv) In compliance with the Securities and Exchange Board of India (Prevention of Insider Trading) Regulation,1992, as amended till date, the Company has drafted a comprehensive code of conduct and the same isstrictly adhered by its management, staff and senior management. The code expressly lays down the guidelinesand the procedures to be followed and disclosures to be made, while dealing with the shares of the Companyand cautioning them on the consequences of non-compliance thereof.

v) Utilization of proceeds from Issue:

The proceeds from the preferential allotment of Equity shares have been utilized as per the objects of therespective issue.

vi) All the mandatory requirements of compliances with Corporate governance have been complied with by theCompany.

vii) Reconciliation of Share Capital Audit:

(i) Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates, on half – yearlybasis, have been issued by a Company Secretary – in – Practice for due compliance of Share transferformalities by the Company.

(ii) A qualified practicing Company Secretary carried out a Reconciliation of Share Capital Audit to reconcilethe total admitted equity share capital with the National Securities Depository Limited (NSDL) and theCentral Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital.The audit confirms that the total issued/paid up capital is in agreement with the total number of shares inphysical form and the total number of shares in dematerialized form (held with Depositories).

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viii) Means of Communication

(i) Half–yearly report sent to each household of Noshareholders

(ii) Quarterly results: YesThe Company is regularly publishing itsquarterly results in :The Free Press Journal & Navshakti, Mumbai

(iii) Any web site, where displayed No

(iv) Whether it also displays official News releasesand presentations made to Institutional investors /analysts No

(v) Whether Management Discussion & Analysis is apart of Annual Report Yes

a) Website: The Company’s website www.nhcgroup.com contains a separate dedicated section ‘InvestorsRelations’ where shareholders information is available. The Annual Report of the Company is also availableon the website in a user-friendly manner.

b) Annual Report: Annual Report containing, inter alia, Audited Annual Accounts, Directors’ Report, Auditors’Report and other important information is circulated to members and others entitled thereto. TheManagement’s Discussion and Analysis (MD & A) Report forms part of the Annual Report and is displayedon the Company’s website www.nhcgroup.com

c) Chairman’s Communiqué: Printed copy of the Chairman’s Speech is distributed to all the shareholdersat the Annual General Meetings. The same is also placed on the website of the Company.

d) SEBI Complaints Redress System (SCORE): the Investor complaints are processed in a centralizedweb based complaints redress system. The salient features of this system are: Centralized database ofall complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and onlineviewing by investors of action taken on the complaint and its current status

e) New Releases, Presentations, etc: official news releases and official media releases are sent to the StockExchanges.

NHC Code for Insider Trading Practices:

The Company has instituted a comprehensive Code of Conduct for Prevention of Insider Trading for its designatedemployees, in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation,1992, as amended from time to time. The Code lays down Guidelines, which advises them on procedure to befollowed and disclosures to be made, while dealing with the shares of the Company, and cautioning them of theconsequences of violations.

Code of Conduct

The Code of conduct has been circulated to all the members of the Board and Senior management. The Board andSenior Management has affirmed their compliances with the Code of Conduct.

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General Shareholder Information:

(i) Company Registration Detail:

The Company was formed in the year 1992 having its Registered Office at Mumbai, Maharashtra. Lateron, theregistered office of the Company shifted from the State of Maharashtra to the State of Gujarat vide specialresolution passed by the Equity Shareholders of the Company through postal ballot on 21st September, 2012and confirmed by Regional Director, Western Region, Mumbai vide its order dated 09th day of July, 2013

(ii) Financial Calendar 2013-2014 (Tentative and subject to changes)

First Quarterly Results on or before 14th August, 2013

Second Quarterly Results on or before 14th November, 2013

Third Quarterly Results on or before 14th February, 2014

Audited Annual Accounts on or before 30th May, 2014

(iii) Date of Book Closure:

Thursday, 26th September, 2013 to Monday, 30th September, 2013 (both days inclusive)

(iv) Dividend payment date:

The Board of Directors has not recommended any dividend during the year under review.

(v) Listing on Stock Exchanges:

1 BSE Limited (Scrip Code: 517554).

P. J. Towers, Dalal Street,

Mumbai – 400001.

2. Madras Stock Exchange Limited

No.30, Second Line Beach,

Chennai - 600001

Tamilnadu.

3 The equity shares of the Company are voluntarily delisted from Ahmedabad Stock ExchangeLimited (ASE) w.e.f. 21/02/2013

The Company’s Equity Shares are traded in Group ‘B’ category in Bombay Stock Exchange Limited’

Demat ISIN Number in NSDL and CDSL for Equity Shares: INE141C01028

Scrip Code: 517554

Scrip Id: NHCFOODS

(vi) Payment of Listing Fees:

Annual listing fee for the year 2013-2014 has been paid by the Company to BSE and MSE.

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(vii) Payment of Depository Fees:

Annual Custody / Issuer fee for the year 2013-14 has been paid by the Company to NSDL and CDSL

(viii) Market Price Data:

Month High Price Low Price No. of Shares

April 2012 26.40 22.45 4,521

May 2012 23.00 17.55 2,961

June 2012 23.95 18.20 1,630

July 2012 22.40 18.95 7,64,935

August 2012 24.40 19.30 9,12,483

September, 2012 40.00 23.60 4,60,815

October 2012 46.95 38.00 4,42,110

November 2012 51.95 42.00 3,38,262

December 2012 56.50 47.30 2,75,163

January 2013 58.05 46.85 2,42,924

February 2013 54.40 36.10 1,40,347

March 2013 47.60 34.30 2,79,025

Source: BSE Site

Note: High and Low are in rupees per traded share. Volume is the total monthly volume of trade (in numbers) inshares of the Company on the BSE.

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(ix) Registrar and Transfer Agents:In order to attain speedy processing and disposal of share transfer and other allied matters, the Board hasappointed M/s System Support Services as the Registrar and Share Transfer Agents of the Company. TheirComplete details are as follows:M/s System Support:Unit: NHC Foods Limited209, Shivai Industrial Estate,Next to Parke – Davis,89, Andheri Kurla Road,Saki Naka, Mumbai – 400072Tel. No.: 022-28500835Fax No.: 022-28501438Email: sysss72@yahoo.com

(x) Share Transfer System:Shares held in the dematerialized form are electronically traded with the depositories and the registrar andshare transfer agents of the Company periodically receive the data of beneficial holders from the depositoriesso as to enable them to update their records. Physical shares received for dematerialization are processedand completed within a period of 15 days from the date of receipt provided they are in order in every respect.Transfer of Shares in physical form is normally processed within ten to twelve days from the date of receipt, ifdocuments are complete in all respects.

(xi) A) Shareholding pattern as on March 31, 2013

Category Category of Shareholders Number of Total Number As a PercentageCode Shareholders of Shares of (A+B+C)(A) Shareholding of Promoter and Promoter

group1. Indian 5* 2978622 51.41

2. Foreign – – –

Total Shareholding of Promoter and 5* 2978622 51.41and Promoter Group

(B) Public Shareholding1. Institutions

Financial Institutions / Banks 2 910 0.02

2. Bodies Corporate 79 500809 8.64

3. Public and others 5137 2313194 39.93

Total Public Shareholding 5218 2814913 48.59(C) Shares held bu custodian and against which

Depository Receipts have been issued1. Promoter and Promoter Group 0 0 0

2. Public 0 0 0

Total (A) + (B) + (C) 5223 5793535 100

* Pledge of Shares: None of the promoters have pledged their shares as on 31st March, 2013* As per disclosure under Regulation 30(2) of the Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeover) Regulation, 2011 furnished by the promoters.

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(xii) Dematerialization of Shares and Liquidity:

The Company’s shares are compulsorily traded in dematerialized form and are available for trading on boththe depositories – National Securities Depository Limited and Central Depository Services (India) Ltd.

As on 31st March, 2013, nearly, 95.14% of the Company’s total paid up capital representing 55,12,094 EquityShares are held in dematerialized form and balance 4.86% representing 2,81,441 Equity Shares were held inphysical form.

Distribution pattern of shareholding as on 31st March, 2013

No. of Equity No. of % of Shareholders Total Number % of ShareholdingShares held Shareholders of Shares

1-5000 5174 99.062 621513 10.728

5001-10000 15 0.287 110824 1.913

10001-20000 12 0.230 180271 3.112

20001-30000 3 0.057 77634 1.340

30001-40000 2 0.038 78264 1.351

40001-50000 3 0.057 147000 2.537

50001-100000 7 0.134 556310 9.602

100001 & above 7 0.134 40217719 69.417

Total 5223 100.00 5793535 100.00

Shareholding pattern as on 31st March 2013

Public and others

Bodies Corporate

Financial Institutions / Banks

Promoter and Promoter Group

39.93

8.64

0.02

51.41

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(xiii) Outstanding GDR/Warrants and Convertible Bonds, Conversion date and the likely impact on the Equity:

There were no outstanding GDRs / ADRs as on 31st March, 2013.

However 55,00,000 0% Optionally Convertible Redeemable Preference Shares (OCRPS) of 10/- each fullypaid-up aggregating to 5,50,00,000 allotted pursuant to the scheme of amalgamation of M/s NHC IndustriesPrivate Limited with that of the Company, are pending for conversion into Equity Shares. The OCRPS shall beconverted into Equity Shares in the ratio of 1(one) New Equity share of Face Value of 10/- (Rupees TenOnly) each to the shareholders of M/s NHC Industries Private Limited with right attached thereto, for every1(one) OCRPS of the face value of 10/- (Rupees Ten Only) each credited as fully paid up held by suchOCRPS holders or their respective heir, executors or as the case may be, successors in the Company.

15,42,400 Optionally Convertible Redeemable Preference Shares (OCRPS) of 10/- received from Mrs.Hansa Shah, OCRPS holder for conversion into Equity shares. The Company converted the same into Equityshares and the Equity shares of the Company allotted in the ratio of one (1) OCRPS into one (1) Equity Shareson 05th Oct, 2012.

All OCRPS are held in physical form.

(xiv) Preferential Allotment of 10,00,000 Equity Shares to investors:

Pursuant to member’s approval through postal ballot on 21st September, 2012 and In-principal approval of theStock Exchange and as per the provisions of the Companies Act, 1956, in accordance with provisions specifiedunder Chapter VII of SEBI (ICDR) Regulations, 2009, the Company allotted 10,00,000 equity shares of

10/- each fully paid up at a premium of 12.60/- per share to the investors on 05th Oct, 2012.

(xv) Registered office address and Plant Location:

NHC Foods LimitedSurvey No. 777,Umarsadi Desaiwad Road,At Village Umarsadi,Taluka Pardi, District Valsad,Gujarat – 396175

Corporate office Address:NHC Foods Limited2/13, Anand Nagar,Santacruz (E),Mumbai – 400055.Tel:+91-22-61522020Fax:+91-22-61522021Email:grievances@nhcgroup.comWebsite : www.nhcgroup.com

Exclusive email id for investor grievance:

Pursuant to Clause 47(f) of the Listing Agreement, the following dedicated e-mail id has been designated forcommunicating investors’ grievances:

grievances@nhcgroup.com

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(xvi) Chief Executive Officer:

Mr. Vijay Parekh, who was the Chief Executive Officer resigned on 29th April, 2013. The Directors placeon record their appreciation of the invaluable contribution made by him during his tenure.

(xvii) Employee Stock Options:

The Company has not granted any Options during the financial year 2012-13.

(xviii) Since there is neither unclaimed shares lying in the escrow account nor unclaimed benefits like dividend,bonus shares etc., there is no information to disclose about the notification

(C) Nomination Facility:

Individual shareholders can avail of the facility of nomination. The nominee shall be the person in whom all therights or transfer and/or amount payable in respect of the shares shall vest in the event of the death ofshareholder(s) a minor also can be a nominee provided the name of the guardian is given in the nominationform. The facility of nomination is not available to non-individual shareholders such as Corporate, FinancialInstitutions, Kartas of Hindu Undivided Families and holders of Power of Attorney.

For & on behalf of the Board of Directors,

Apoorva Shah (Chairman & Managing Director)

Place: MumbaiDate: 17th July, 2013

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AUDITOR’S REPORT

To,The Members ofNHC Foods Limited.

Report on the Financial StatementsWe have audited the accompanying financial statementsof NHC Foods Limited (“the Company”), whichcomprises of the Balance Sheet as at March 31,20L3and the Statement of Profit and Loss and Cash FlowStatement for the year then ended, and a summary ofsignificant accounting policies and other explanatoryinformation.Management’s Responsibility for the FinancialStatementsManagement is responsible for the preparation of thesefinancial statements that give a true and fair view of thefinancial position, the financial performance and cashflows of the Company in accordance with the AccountingStandards referred to in sub-section (3C) of Section 211of the Companies Act, 1956 (“the Act”). This responsibilityincludes the design, implementation and maintenanceof internal control relevant to the preparation andpresentation of the financial statements that give trueand fair view and are free from material misstatement,whether due to fraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on thesefinancial statements based on our audit. We conductedour audit in accordance with the standards on Auditingissued by the Institute of Chartered Accountants of India.Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free from material misstatement.An audit involves performing procedures to obtain auditevidence about the amounts and disclosures in thefinancial statements. The procedures selected dependon the auditor’s judgment, including the assessment ofthe risks of material misstatement of the financialstatements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internalcontrol relevant to the Company’s preparation and fairpresentation of the financial statements in order to designaudit procedures that are appropriate in thecircumstances. An audit also includes evaluating theappropriateness of accounting policies used and thereasonableness of the accounting estimates made bymanagement, as well as evaluating the overallpresentation of the financial statements.We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion.OpinionIn our opinion and to the best of our information andaccording to the explanations given to us, the financial

statements give the information required by the Act inthe manner so required and give a true and fair view inconformity with the accounting principles generallyaccepted in India:a) in the case of the Balance Sheet, of the state of

affairs of the Company as at March 31, 2013b) in the case of the Statement of Profit and Loss, of

the profit for the year ended on that date; andc) in the case of the Cash Flow Statement, of the cash

flows for the year ended on that date.Report on Other Legal and Regulatory Requirements.1. As required by the Companies (Auditor’s Report)

Order, 2003 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (4A)of Section 227 of the Act, we give in the Annexurea statement on the matters specified in paragraphs4 and 5 of the order.

2. As required by Section 227(3) of the Act, we reportthat:a. we have obtained all the information and

explanations which to the best of ourknowledge and belief were necessary for thepurpose of our audit;

b. in our opinion, proper books of accounts asrequired by law have been kept by theCompany so far as appears from ourexamination of those books;

c. the Balance Sheet, Statement of Profit andLoss, and Cash Flow Statement dealt with bythis Report are in agreement with the Booksof account;

d. in our opinion, the Balance Sheet, Statementof Profit and Loss, and Cash Flow Statementcomply with the Accounting Standards referredto in sub-section (3C) of Section 211 of theCompanies Act, 1956;

e. on the basis of written representationsreceived from the Directors as on March 31,2013, and taken on record by the Board ofDirectors, none of the Directors is disqualifiedas on March 31, 2013, from being appointedas a director in terms of clause (g) of Sub-Section (1) of Section 274 of the CompaniesAct, 1956.

For NGS & Co. LLP,Chartered AccountantsFirm Registration No. 119850W

Ganesh Toshniwal(Partner)Membership No. 46669

Place: MumbaiDate: 27th May, 2013

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ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDEDMarch 31, 2013 OF NHC FOODS LIMITED.

On the basis of the information and explanations furnished to us and books and records examined by us in thenormal course of audit and to the best of our knowledge and belief, we report that:

i) a) The Company has maintained proper records showing full particulars, including quantitative details andsituation of fixed assets.

b) Fixed by assets have not been physically verified the management during the year, hence, we are unableto comment on the discrepancies, if any.

c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

ii)

a) The management has conducted physical verification of inventory at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physicalverification of inventory followed by the Management are reasonable and adequate in relation to the sizeof the Company and its nature of business.

c) In our opinion and according to the information and explanations given to us, the Company is maintainingproper record of inventory. The discrepancies noticed on verification between physical stocks and thebook records were not material having regard to the size of the operations of the Company.

(iii) a) The Company has not granted any loan, secured or unsecured to Companies, firms or other partiescovered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clauses4(iii)(b) to (d) of paragraph 4 of the Order are not applicable to the Company.

b) The Company had taken loans from three parties covered in the register maintained under section 301 ofthe Act. The maximum amount outstanding during the year was 3,94,94,444 and the year–end balancewas 3,72,55,599.

c) In our opinion and according to the information and explanations given to us, the rate of interest and otherterms and condition for such loans are not prima facie prejudicial to the interest of the Company.

d) In respect of loan taken, repayment of the principal amount is as stipulated and payment of interest hasbeen regular.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internalcontrol system commensurate with the size of the Company and the nature of its business, for the purchase offixed assets and inventories and for sale of goods and services. During the course of our Audit, no majorweakness has been noticed in the internal control system in respect of these areas.

(v) In respect of particulars of contracts or arrangements and transactions entered in the register maintained inpursuance of Section 301 of the Companies Act, 1956

a) To the best of our knowledge and belief and according to the information and explanations given to us,particulars of contracts or arrangements that needed to be entered into the register have been so entered.

b) None of the transactions made in pursuance of such contracts or arrangements exceed the value ofRupees Five Lacs in respect of any one such party in the financial year.

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vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA ofthe Act and the Companies (Acceptance of Deposits) Rules, 1975. Therefore, the provisions of Clause (vi) ofparagraph 4 of the Order are not applicable to the Company.

vii. In our opinion, the internal audit functions carried out during the year by firm of Chartered Accountants appointedby the management have been commensurate with the size of the Company and the nature of its business.

viii. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance ofcost records under Clause (d) of sub-section (1) of Section 209 of the Act, in respect of Company’s Products.Therefore, the provision of Clause (viii) of Paragraph 4 of the Order are not applicable to the Company.

ix. (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees’state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and othermaterial statutory dues, as applicable, have generally been regularly deposited with the appropriateauthorities, though there has been a slight delay in a few cases.

(b) No undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund,Employees’ State Insurance, Income – Tax, Sales – Tax, Service Tax, Wealth Tax, Custom Duty, ExciseDuty and Cess and other material statutory dues applicable to the Company were in arrears as at March31, 2013 for a period of more than six months from the date they became applicable.

(c) According to the information and explanation given to us, the dues of Sales Tax, Income Tax, CustomDuty, Wealth Tax, Excise Duty, Cess, Service Tax, and other statutory dues which have not been depositedon account of any dispute and the forum where the dispute is pending are as under:

Name of the Nature of the Amount Period to which Forum Where disputeStatute dues ( In ) the amount relates is pending

Income Tax, Tax Liability on 5,47,469 FY:1995 to 1996 ITAT has referred back theAct, 1961 Regular Assessement case to Assessing Officer

for further hearings.

Central Excise Excise Duty 2,26,871 FY: 1992 to 1995 Customs, Excise and ServiceAct, 1962 Tax Appellate Tribunal

x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurredcash losses in the current and immediately preceding financial year.

xi) Based on our audit procedures and as per the information and explanations given by management, we are ofthe opinion that the Company has not defaulted in repayment of dues to the bank. There were no dues repayableto financial institutions and debenture holders during the year.

xii) According to the information and explanations given to us, the Company has not granted any loans andadvances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, theprovisions of Clause (xii) of paragraph 4 of the Order are not applicable to the Company.

xiii) In our opinion, the Company is not Chit Fund or Nidhi Mutual Benefit Fund/Society. Therefore, the provisionsof Clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.Therefore, the provisions of Clause (xiv) of paragraph 4 of the order are not applicable to the Company.

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xv) In our opinion, and according to the information and explanations given to us, the Company has not given anyguarantee for loans taken by others from financial institutions/banks.

xvi) Based on information and explanations given to us by the management, term loans were applied for thepurpose for which the loans were obtained.

xvii) In our opinion and according to the information and explanations given to us and an overall examination of theBalance Sheet of the Company, we report that funds raised on short-term basis have not been used during theyear for long term investment.

xviii) During the year, the Company has not made any preferential allotment of shares to parties covered in theregister maintained under Section 301 of the Companies Act, 1956.

xix) According to the information and explanations given to us, the Company has not issued any secured debenturesduring the year.

xx) The Company has not raised any money by public issue during the year. Therefore, the provisions of Clause(xx) of paragraph 4 of the Order are not applicable to the Company.

xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per the information and explanations given by the management, we report that no fraud onor by the Company has been noticed or reported during the course of our audit.

For NGS & Co. LLP,Chartered AccountantsFirm Registration No. 119850W

Ganesh ToshniwalPartner Membership No. 46669

Place: MumbaiDate: 27th May, 2013

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AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members,NHC Foods Limited

We have examined the compliance of conditions of Corporate Governance by NHC Foods Limited (the Company)for the year ended on 31st March, 2013, as stipulated in clause 49 of the Listing Agreement of the said Companywith stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examinationwas limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statementsof the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the above-mentioned ListingAgreement.

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency or effectiveness with which the management has conducted the affairs of the company.

For NGS & Co. LLP,Chartered AccountantsFirm Registration No. 119850W

Ganesh Toshniwal(Partner)Membership No. 46669

Place: MumbaiDate: 17th July, 2013

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Declaration Regarding Compliance by Board Members and Senior Management Personnel with the Code ofConduct

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members and theSenior Management Personnel have confirmed with the Code of Conduct for the year ended 31st March, 2013.

For NHC Foods Limited

Apoorva Shah(Chairman & Managing Director)

Place: MumbaiDate: 17th July, 2013

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MANAGING DIRECTORS CERTIFICATION

ToThe Board of DirectorsNHC Foods Limited

We certify that:

1. We have reviewed the Financial Statement, read with the Cash Flow Statement of NHC Foods Limited (theCompany) for the year ended 31st March, 2013 and to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading;

(ii) these statements and other financial information included in this report presents a true and fair view of thecompany’s affair and are in compliance with the existing accounting standards, applicable laws andregulations.

2. To the best of our knowledge and belief, no transactions entered into by the Company during the year whichare fraudulent, illegal or violative of the Company’s code of conduct;

3. We are responsible for establishing and maintaining internal controls for financial reporting and we have evaluatedthe effectiveness of the internal control systems of the Company pertaining to financial reporting;

4. We have disclosed to the Company’s auditors and the audit committee of the Company’s board of directors allsignificant deficiencies in the design or operation of internal control systems of the Company pertaining tofinancial reporting

5. We have indicated to the auditors and the audit committee about the:

a) Significant changes, if any, in the Company’s internal control over financial reporting during the year.

b) Significant changes in accounting policies during the year, if any, and that the same have been disclosedin the notes to the financial statements.

c) Instances of significant fraud of which we have become aware and involvement therein if any ofmanagement or other employees having a significant role in the Company’s internal control system overfinancial reporting.

For NHC Foods Limited

Apoorva Shah(Chairman & Managing Director)

Place: MumbaiDate: 17th July, 2013

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BALANCE SHEET AS AT 31ST MARCH, 2013PARTICULARS Notes As at As at

March 31, 2013 March, 31 2012I) EQUTIY AND LIABILITIES

Shareholders’ FundsShare Capital 2 112,935,350 102,935,350Reserves and Surplus 3 45,728,221 17,021,684

Total 158,663,571 119,957,034Non – Current LiabilitiesLong Term Borrowings 4 41,642,507 28,417,947Deferred Tax Liabilities (Net) 5 15,038,453 7,206,469Long-Term Provisions 6 2,565,200 3,079,923

Total 59,246,160 38,704,339Current LiabilitiesShort Term Borrowings 7 84,500,174 59,513,717Trade Payables 8 163,966,289 156,851,924Other Current Liabilities 9 39,898,930 47,493,666Short Term Provisions 10 2,218,867 1,467,809

Total 290,584,260 265,327,116

Total 508,493,991 423,988,489

ASSETS(II) Non- Current Assets

Fixed AssetsTangible Assets 11 134,280,429 135,117,056Intangible Assets 11 61,931,953 65,802,701Total 196,212,382 200,919,757Non-Current Investments 12 120,000 120,000Long Term Loan and Advances 13 9,215,807 5,937,282

Total 205,548,189 206,977,039Current AssetsInventories 14 68,663,497 61,303,848Trade Receivables 15 149,394,903 82,394,026Cash and Bank Balances 16 58,983,517 49,993,016Short Term Loans and Advances 17 10,140,806 7,418,187Other Current Assets 18 15,763,080 15,902,372

Total 302,945,803 217,011,449

Total 508,493,991 423,988,489

Notes forming part of the financial statements 1-41As per our report of even date attachedFor NGS & CO., LLP For and behalf of the Board of Directors,Chartered AccountantsFirm Reg. No. : 119850WGANESH TOSHNIWAL Alpa Shah Apoorva H. Shah(Partner) (Whole-Time Director) (Chairman & Managing Director)M. No. 046669Place: Mumbai Ashok Kamath Suvarnalata ChavanDate: 27th May, 2013 (Financial Controller) (Company Secretary)

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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31ST , 2013PARTICULARS Notes As on As on

March 2012-13 March 2011-12

INCOMERevenue from operations 19 1,364,279,457 926,791,483

Other Income 20 14,284,938 5,835,738

TOTAL REVENUE 1,378,564,395 932,627,221

EXPENSESCost of Material Consumed 12,164,886 16,818,012Purchase of Stock-in- trade 1,122,311,203 777,370,913Changes in inventories of Finished goods,work in progress and Stock-in-trade 21 (3,424,949) (13,745,111)Employee Benefit Expense 22 23,639,868 19,907,329Finance Cost 23 20,981,008 19,187,992Depreciation and Amortization Expenses 11 9,231,983 8,709,009Other Expenses 24 169,721,874 96,849,619

Total Expenses 1,354,625,873 925,097,763

Profit Before Tax 23,938,522 7,529,457Tax ExpensesCurrent Tax 4,693,328 1,125,596Less: MAT Receivable 4,693,328 1,125,596

Deferred Tax 7,831,985 2,897,859

Profit After Tax 16,106,537 4,631,598

Earning Per Equity Share of Face Valueof 10/- each 31Basic Earnings Per Share ( ) 3.05 1.42

Diluted Earnings Per Share ( ) 1.49 0.44

Notes forming part of the Financial Statements 1-41

As per our report of even date attachedFor NGS & CO., LLP For and behalf of the Board of Directors,Chartered AccountantsFirm Reg. No. : 119850WGANESH TOSHNIWAL Alpa Shah Apoorva H. Shah(Partner) (Whole-Time Director) (Chairman & Managing Director)M. No. 046669Place: Mumbai Ashok Kamath Suvarnalata ChavanDate: 27th May, 2013 (Financial Controller) (Company Secretary)

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NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2013

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

1.1 BASIS OF ACCOUNTING:

These financial statements have been prepared in accordance with the generally accepted accounting principlesin India (IGAAP) under the historical cost convention on accrual basis and comply in all material aspects withthe Accounting Standards notified under Section 211(3C) and other relevant provisions of the Companies Act,1956.

1.2 USE OF ESTIMATES:

Preparation of financial statements in conformity with IGAAP requires the management to make judgments,estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities andthe disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are basedon the management’s best knowledge of current events and actions, uncertainty about these assumptions andestimates could result in differences between the actual results and estimates which are recognized in futureperiods.

1.3 FIXED ASSETS:

Tangible fixed assets are stated at cost, less accumulated depreciation and impairment loss, if any. Costcomprises the purchase price and any attributable cost of bringing the asset to its working condition for itsintended use.

Borrowing costs attributable to acquisition and construction of qualifying assets are capitalized as a part of thecost of such assets up to the date when such assets are ready for its intended use.

All other borrowing costs are recognized as an expense in the period in which they are incurred.

1.4 DEPRECIATION AND AMORTISATION:

Depreciation on tangible assets is provided on Straight line method at the rates prescribed under ScheduleXIV to the Companies Act, 1956.

Goodwill on amalgamation is amortized over a period of 20 years as per the approved court scheme. Fixedassets, individually costing less than Five Thousands are fully depreciated in the year of purchase.

Depreciation on the fixed assets added/disposed off/discarded during the period is provided on pro-rata basiswith reference to the month of addition/disposal/discarding.

1.5 LEASES:

Leases where significant portion of risk and reward of ownership are retained by the Lessor are classified asoperating leases and lease rental thereof are charged to the Statement of Profit and Loss as per the terms ofagreement which is representative of the time pattern of the user’s benefit.

1.6 IMPAIRMENT OF ASSETS:

The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairmentbased on internal/external factors. An asset is treated as impaired when the carrying cost of the assets exceedsits recoverable value. An impairment loss, if any, is charged to the Statement of Profit and Loss in the year inwhich an asset is identified as impaired. Reversal of impairment losses recognized in prior years is recordedwhen there is an indication that the impairment losses recognized for the assets no longer exist or havedecreased.

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1.7 INVESTMENTS:

Current Investments are carried at lower of cost and fair value computed on individual investment basis. Long-term investments are stated at cost after deducting provisions made, if any, for other than temporary diminutionin value.

1.8 REVENUE RECOGNITION:

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company andthe revenue can be reliably measured.

Sales are recognized when significant risk and rewards of ownership of the goods have passed to the buyerwhich coincides with delivery and are recorded net of trade discounts and VAT.

Interest income is recognized on time proportion basis taking into account the amount outstanding and theapplicable rate.

Commission income is recognized as and when the terms of the contract are fulfilled

Other items of income are accounted as and when the right to receive arises.

1.9 TAXES OF INCOME:

Provision for current tax is made on the basis of estimated taxable income for the current accounting period inaccordance with the provisions of the Income Tax Act, 1961. Deferred tax resulting from “timing difference”between taxable and accounting income is accounted for using the tax rates and laws that are enacted orsubstantively enacted as at the Balance Sheet date.

Minimum alternate tax (MAT) paid in accordance to the tax laws, which give rise to future economic benefits inthe form of adjustment of future income tax liability, is considered as an asset if there is convincing evidencethat the Company will pay normal income tax. Accordingly, MAT is recognized as an Asset in the BalanceSheet when it is probable that the future economic benefit associated with it will flow to the Company and theasset can be measured reliably.

Deferred tax assets relating to unabsorbed depreciation/business losses/losses under the head ‘Capital gains’are recognized and carried forward to the extent there is virtual certainty that sufficient future taxable incomewill be available against which such deferred tax assets can be realized

Other deferred tax assets are recognized and carried forward to the extent that there is a reasonable certaintythat sufficient future taxable income will be available against such deferred tax assets can be realized.

1.10 EMPLOYEE BENEFITS:

Defined Contribution Plan:

Retirement benefits in the form of Provident Fund is defined contribution scheme and the contributions arecharged to the Profit and Loss Account of the period when the contributions to the respective funds are due.

Defined Benefit Plan:

Post employment and other long term employee benefits are recognized as an expense in the Statement ofProfit and Loss for the period in which the employee has rendered services. The expense is recognized at thepresent value of the amounts payable determined using actuarial valuation techniques. Actuarial gains andlosses in respect of post employment and other long term benefits are charged to Statement of Profit and Loss.

The Company does not have a policy of encashment of unexpired leave.

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1.11 FOREIGN CURRENCY TRANSACTIONS:

Initial Recognition

Foreign currency transactions are recorded at the exchange rates prevailing at the date of the transaction.

Conversion

Monetary foreign currency items at the year end are restated at year end rates. Non – monetary items whichare carried in terms of historical cost denominated in a foreign currency are reported using the exchange rateat the date of the transaction.

Exchange Differences

All exchange differences, either on settlement or translation, are recognized in the statement of Profit andLoss.

1.12 INVENTORIES:

Inventories are valued at lower of cost, computed on FIFO basis, and net realizable value.

Cost of inventories comprises all costs of purchases and other costs incurred in bringing the inventories to theirpresent condition and location.

1.13 CAPITAL ISSUE/PRELIMINARY AND PRE-OPERATIVE EXPENSE:

The expenses are charged to the Statement of Profit and Loss Account in the period in which incurred.

1.14 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS:

Provisions involving substantial degree of estimation in measurement are recognized when there is a presentobligation as a result of past events and it is probable that there will be an outflow of resources. ContingentLiabilities are not recognized, but are disclosed in the notes. Contingent Assets are neither recognized nordisclosed in the financial statements.

NOTES 2 :

(Amount in )

Share Capital As at As atMarch 31, 2013 March 31, 2012

Authorised1,85,00,000 (2012: 35,00,000) Equity Shares of 10/- each 185,000,000 35,000,00055,00,000 (2012: 75,00,000) 0% Optionally ConvertibleRedeemable Preference Shares of 10/- each 55,000,000 75,000,000

240,000,000 110,000,000Issued, Subscribed and Paid up Capital57,93,535 (2012: 32,51,135) Equity Shares of 10/- each fully paid 57,935,350 32,511,35055,00,000 (2012: 70,42,400) 0% Optionally ConvertibleRedeemable Preference Shares of 10/- each fully paid 55,000,000 70,424,000

112,935,350 102,935,350

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a)Reconciliation of number of shares As at March 31, 2013 As at March 31, 2012

Number NumberEquity Share CapitalAt the beginning of the year 3,251,135 3,251,135Issued during the year 1,000,000 –On conversion of preference shares 1,542,400 –At the end of the year 5,793,535 3,251,135

Number Number0% Optionally Convertible RedeemablePreference SharesAt the beginning of the year 7,042,400 7,042,400Less: Converted into the equity sharesduring the year 1,542,400 –At the end of the year 5,500,000 7,042,400

(b) Terms/rights attached to equity shares:

The Company has only one class of equity shares having a par value of 10/- per share. Each holder of equityshares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. Thedividend proposed by the Board of Directors is subject to the approval of the shareholders in the AnnualGeneral Meeting.In the extent of liquidation of the Company, the holders of equity shares will be entitled to receive remainingassets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to thenumber of equity shares held by the shareholders.Terms of conversion/redemption of preference shares:0% Optionally Convertible Preference Shares (OCPRS) of 10/- each shall be converted into equity shares inthe ratio of 1:1 in one or more tranches within a period of five years from the date of allotment in such a mannerthat the requirements of Clause 40A of the listing agreement is met at all times. The OCPRS, if not convertedin equity shares, either fully or partly within the said period of five years, shall be compulsorily redeemed withinthe period of subsequent five years in one or more tranches.

(c) The Company does not have a holding company.(d) Details of share holders holding more than 5% shares in the Company:

Name of Share holder As at March 31, 2013 As at March 31, 2012 No. of Shares % of holding No. of Shares % of holdingEquity SharesApoorva Himatlal Shah 994,051 17.16% 1,494,051 45.95%Hansa Himatlal Shah 1,733,686 29.92% 691,286 21.26%Alpa Apoorva Shah – – 250,635 7.71%Selarka Ashvinkumar Mohanlal 500,000 8.63% – –0% Optionally ConvertibleRedeemable Preference SharesApoorva Himatlal Shah 4,148,800 75.43% 4,148,800 58.91%Hansa Himatlal Shah 546,800 9.94% 2,089,200 29.67%Alpa Apoorva Shah 800,800 14.56% 800,800 11.37%

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(e) Aggregate number and class of shares allotted as fully paid-up pursuant to scheme ofamalgamation without payment being received in cash.

The Company allotted 22,00,750 equity shares of 10/- each and 70,42,400 0% OptionallyConvertible Redeemable Preference Shares of 10/- each in pursuant of scheme of amalgamationwithout payment being received in cash during the year ended March 31, 2011.

Note 3:

Reserves & Surplus As at March 31, 2013 As at March 31, 2012Securities Premium ReserveOpening Balance – –Add: On issue of Shares 12,600,000 –

12,600,000 –Surplus in the Statement of Profit and LossOpening Balance 17,021,684 12,390,086Add: Profit for the year 16,106,537 4,631,598

33,128,221 17,021,68445,728,221 17,021,684

Note 4:Long Term Borrowings As at March 31, 2013 As at March 31, 2012

SecuredTerm Loan from Banks 15,288,548 24,975,483UnsecuredLoan from others 6,853,959 3,442,464Loans and Advances from related parties 19,500,000 –

Total 41,642,507 28,417,947

(i) Term Loan from bank is secured by hypothecation of land and building, plant and machinery and personalguarantee of directors; Carries rate of interest of 14.75% and is repayable at 1,20,00,000 in 2014-15,

32,88,548 in 2015-16.

(ii) Unsecured loans from others carry interest rate of 17% to 19.50% and is repayable at 51,55,457 in2014-2015, 16,98,502 in 2015-16.

(iii) Loans and advances from related party carries interest rate of 10% and is repayable in 2015-16.

Note 5: Deferred Tax Liability (Net)

Particulars As at March 31, 2013 As at March 31, 2012Deferred Tax LiabilityOn Fixed Assets 20,944,690 17,739,589Deferred Tax Asset Total 20,944,690 17,739,589Disallowances under Income Tax Act, 1961 924,755 1,057,439Unabsorbed losses and depreciation 4,981,482 9,475,681

Total 5,906,237 10,533,120Deferred Tax Liability (Net) 15,038,453 7,206,469

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Note 6:

Long Term Provisions AS at March 31, 2013 As at March 31, 2012

Provision for Gratuity 2,565,200 3,079,923

Total 2,565,200 3,079,923

Note 7:

Short Term Borrowings As at March 31, 2013 As at March 31, 2012

SecuredPacking Credit 64,845,907 42,348,359

UnsecuredLoans from related parties (interest free) 16,628,227 14,449,734Other Loans 3,026,040 2,715,624

Total 84,500,174 59,513,717

(i) Working capital facilities from bank is secured against Stock-in-trade and carries rate of interest is@ 11.25%

(ii) Other loans carry interest rate of 18%.

Note 8:

Trade Payables As at March 31, 2013 As at March 31, 2012

Trade Payables (See Note No. 27) 163,966,289 156,851,924

Total 163,966,289 156,851,924

Note 9:

Other Current Liabilities As at March 31, 2013 As at March 31, 2012

Current Maturities of Long-Term Borrowings 25,523,284 18,663,921Interest Accrued but not due on borrowings 1,410,240 143,999Advances from Customers 6,583,627 22,918,266Equity Share Application Monies Refundable 71,286 –Other Payables* 6,310,493 5,767,480

Total 39,898,930 47,493,66

* Includes Statutory Dues, other payables etc.

Note 10:Short Term Provisions As at March 31, 2013 As at March 31, 2012

Provision for Gratuity 285,022 342,213Provision for Income Tax (net of deduction) 1,933,845 1,125,596

Total 2,218,867 1,467,809

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NOTE 11 :

a) TANGIBLE ASSETS (Amount in )

Gross Block (At Cost) Depreciation Net Block(At Cost)

DESCRIPTIONS As on Additions Deductions As At As at For the Decuctions As at As at As at01.04.12 31.03.13 01.04.12 Year 31.03.13 31.03.13 31.03.12

Free - hold land 2,118,910 – – 2,118,910 – – – – 2,118,910 2,118,910Factory Building 73,511,182 – – 73,511,182 4,480,507 2,455,273 – 6,935,780 66,575,402 69,030,675Office Premises 31,635,000 – – 31,635,000 993,130 515,651 – 1,508,781 30,126,219 30,641,870Machinery 26,624,020 1,273,979 5,775,404 22,122,595 7,498,624 1,007,754 5,775,404 2,730,974 19,391,621 19,125,396Furniture 4,936,575 521,108, – 5,457,683 1,363,753 343,044 – 1,706,797 3,750,886 3,572,822Vehicles 2,471,409 1,665,655 – 4,137,064 1,085,930 379,610 – 1,465,540 2,671,524 1,385,479Office Equipment 2,309,860 715,051 524,312 2,500,599 534,165 104,037 386,925 251,277 2,249,322 1,775,695Computer 1,093,804 417,830 – 1,511,634 341,050 215,612 – 556,662 954,972 752,754Electrical Fittings 7,106,831 70,035 – 7,176,866 395,039 340,254 – 735,293 6,441,573 6,711,792Bicycle 3,490 – 3,490 – 1,827 – 1,827 – – 1,663Total (A) 151,811,081 4,663,658 6,303,206 150,171,533 16,694,025 5,361,235 6,164,156 15,891,104 134,280,429 135,117,056Previous Year (C) 137,402,279 14,603,272 194,470 151,811,081 11,944,148 4,838,261 88,384 16,694,025 135,117,056 125,458,131

b) INTANGIBLE ASSETS (Amount in )

Gross Block (At Cost) Depreciation Net Block(At Cost)

DESCRIPTIONS As on *Additions Deductions As At As at For the Deductions As at As at As at01.04.12 31.03.13 01.04.12 Year 31.03.13 31.03.13 31.03.12

Goodwill on amalgamation 77,343,053 – – 77,343,053 11,540,352 3,870,748 – 15,411,100 61,931,953 65,802,701Total (B) 77,343,053 – – 77,343,053 11,540,352 3,870,748 – 15,411,100 61,931,953 65,802,701Previous Year (D) 76,696,032 647,021 – 77,343,053 7,669,604 3,870,748 – 11,540,352 65,802,701 69,026,428Total (A+B) 229,154,134 4,663,658 6,303,206 227,514,586 28,234,377 9,231,983 6,164,156 31,302,204 196,212,382 200,919,757Previous year (C+D) 214,098,311 15,250,293 194,470 229,154,134 19,613,752 8,709,009 88,384 28,234,377 200,919,757 194,484,559

Note 12:Non Current Investments As at March 31, 2013 As at March 31, 2012

Non – trade InvestmentIn Government and Other SecuritiesUnquotedNational Saving Certificates* 120,000 120,000Aggregate amount of unquoted investments 120,000 120,000

* Under lien with Sales Tax DepartmentNote 13:

Long-Term Loans & Advances As at March 31, 2013 As at March 31, 2012(Unsecured, Considered good)Capital Advances 400,000 881,000Security Deposits 1,358,723 1,177,946Deduction of Income Tax(Net of provision for income tax) 1,535,964 2,633,208Minimum Alternate Tax Credit Entitlement 5,818,924 1,125,596Loans to Employees 102,196 119,532

Total 9,215,807 5,937,282

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Note 14:Inventories As at March 31, 2013 As at March 31, 2012

Raw Material 3,423,971 2,763,720Work in Progress 3,890,939 3,193,238Packing Material 4,597,936 1,323,487Finished Goods 456,469 380,991Stock in Trade 56,294,182 53,642,412

Total 68,663,497 61,303,848

Note 15:Trade Receivable As at March 31, 2013 As at March 31, 2012

(Unsecured)Outstanding for a period more than six months fromthe date they are due for paymentConsidered good 17,722,436 –Considered Doubtful 1,211,344 1,211,344Less: Provision for Doubtful Debts 1,211,344 1,211,344

17,722,436 –Other debts considered good 131,672,467 82,394,026

131,672,467 82,394,026Total 149,394,903 82,394,026

Note 16:Cash and Bank Balance As at March 31, 2013 As at March 31, 2012

Cash and Cash equivalentsBalance with BanksIn current account 22,171,153 16,070,528In deposit account with original maturityless than 3 months – 25,000Cash in hand 191,004 498,652

22,362,157 16,594,180Other bank balancesShort term bank deposits 36,621,360 33,398,836

Total 58,983,517 49,993,016

Note 17:Short Term Loans and Advances As at March 31, 2013 As at March 31, 2012

((Unsecured, Considered good)Loan to Employees 391,541 172,500Security Deposits 163,518 111,213Other Advances* 9,585,747 7,134,474Prepaid Expenses 1,883,789 1,614,460VAT Receivable 119,567 91,830Advance given to suppliers 621,000 1,875,582Other Receivables 6,961,391 3,552,602

Total 10,140,806 7,418,187*Primarily comprises of indirect tax receivables and advance to suppliers.

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Note 18:Other Current Assets As at March 31, 2013 As at March 31, 2012

Interest Receivable 1,007,213 54,196Export Incentives receivable 14,755,867 15,848,176

Total 15,763,080 15,902,372

Note 19:Revenue from operation 2012-13 2011-12

Sale of Ready to eat and Bulk Agri Items 1,339,127,617 906,799,065Other Operating RevenuesExport Incentives 25,151,841 19,992,418

Total 1,364,279,457 926,791,483

Note 20:

Other Income 2012-13 2011-12Interest IncomeOn non current investments 106,974 111,607On others 5,096,612 2,235,003Excess provision written back (net) 1,591,920 2,647,315Other non-operating income 7,489,432 841,813

Total 14,284,938 5,835,738

Note 21:Changes in invetorties of finished goods, 2012-13 2011-12work-in-progress and stock-in-trade

Closing InventoriesWork in progress 3,890,939 3,193,238Finished Goods 456,469 380,991Stock in trade 56,294,182 43,471,530

60,641,590 57,216,641Opening InventoriesWork In Progress 3,193,238 –Finished Goods 380,991 –Stock in Trade 53,642,412 43,471,530

(Increase)/Decrease (3,424,949) (13,745,111)

Note 22:

Employee Benefit Expense 2012-13 2011-12Salaries, Wages and Bonus 22,094,233 18,742,135Contribution to Provident and other funds 1,089,548 769,354Staff Welfare Expenses 456,087 395,840

Total 23,639,868 19,907,329

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Note 23:Finance Cost 2012-13 2011-12

Interest Expense 20,644,789 19,187,992Other Borrowing Costs 336,218 –

Total 20,981,008 19,187,992

Note 24:Other Expenses 2012-13 2011-12

Packing Material Consumed 2,422,456 573,997Transportation 93,257,344 52,615,097Electricity 1,014,178 676,626Repairs and MaintenanceMachineries 606,039 –Others 818,791 739,046Rent 1,912,192 589,400Rates and Taxes 886,984 409,507Auditors RemunerationStatutory Audit Fees 270,000 200,000Tax Audit 30,000 30,000Other Services 168,991 51,845Bad debts 59,550 –Donations 157,553 74,707Loss on discard of fixed assets 139,050 41,197Insurance 3,031,678 957,603Share issue Expenses 1,041,865 –Exchange Fluctuation Loss (Net) 3,611,025 7,131,384Miscellaneous Expenses 60,294,178 32,759,210

Total 169,721,874 96,849,619

Note 25: Contingent Liabilities not provided for :(Amount in )

Particulars 2012-13 2011-12

A. Bill discounted and outstanding 5,55,88,072 6,65,76,051B. Guarantees given to Spice Board 36,22,494 36,22,494C. Disputed Demands Outstanding:*

Income Tax 5,47,469 5,47,469Excise Duty 2,26,871 2,26,871

*Based on the decisions of the Appellate authority and interpretation of other provision, the Company haslegally advised that demand is likely to be either deleted or substantially reduced and accordingly no provisionhas been made.

26. Estimated amount of contracts remaining to be executed on capital account and not provided for (net ofadvances) 6,01,250/- (2012: 8,01,000/-).

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27. The Company has not received any intimation from “suppliers” regarding their status under the Micro, Smalland Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid asat the year end together with interest paid/payable as required under the said Act have not been given.

28. Company operates in a single business segment. However it operates both in Indian and international markets.Accordingly information required under AS – 17 “Segment Reporting” pertaining to geographical segment is asunder:

Secondary Segment Information

(Amont in )

Particulars 2012-13 2011-12

Segment Revenue – External Turnover• Within India 27,52,02,599 12,86,06,188• Outside India 1,06,39,25,018 77,81,92,877Total Revenue 133,91,27,617 90,67,99,065• Segment Assets• Within India 45,01,09,676 34,97,65,052• Outside India 5,83,84,315 7,42,23,437Total Asset 50,84,93,991 42,39,88,489Segment Liability• Within India 34,09,39,129 30,40,31,455• Outside India 88,91,291 –Total Liability 34,98,30,420 30,40,31,455• Capital Expenditure• Within India 46,63,658 1,52,50,293• Outside India – –Total Expenditure 46,63,658 1,52,50,293

29. (i) (a) Details of Sales Value of Goods Manufactured under board heads:(Amount in )

Particulars 2012-13 2011-12

Ready to eat Spices 2,07,79,534 51,96,581

(b) Sale Value of traded goods under broad heads:(Amount in )

Particulars 2012-13 2011-12Bulk Agri Products 1,31,83,48,083 90,16,02,484

(ii) Details of Raw Materials consumed under broad heads:(Amount in )

Particulars 2012-13 2011-12Spices 1,21,64,886 1,68,18,012

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(iii) Details of Purchase of Stock in trade under broad heads:(Amount in )

Particulars 2012-13 2011-12Bulk Agri Products 1,12,23,11,203 7,73,70,913

(iv) Details of Inventories:(Amount in )

Particulars 2012-13 2011-12Manufactured Goods 4,56,469 3,80,991Traded Goods 5,62,94,182 5,36,42,412Work in progress 38,90,939 31,93,238Packing Material 45,97,936 13,23,487

30. Related Party Disclosure:Disclosures as required by the Accounting Standard 18 “Related Party Disclosure” is given below:a. List of Key Management Personnel and Relatives

Key Management Personnel• Mr. Apoorva H. Shah• Mrs. Alpa A. Shah

Related party to Key Management Personnel• Miss. Aneri Shah

Company over which key management personnel are able to exercise significant influence• NHC Mercantile Private Limited

b. Transaction with related Parties (Amount in )

Nature of transactions Key Management Company over which key RealtivesPersonnel management personnel of Key

is able to exercise Managementsignificant influence Personnel

1. Loan Taken 1,17,30,000 3,68,38,688 –(1,73,25,990) (12,00,000)

2. Repayment of Loan Taken 93,68,957 1,31,62,367 –(1,41,89,333) (650,000) –

3. Remuneration 58,34,808 – –(58,53,745)

4. Stipend – – 1,00,000(1,20,000)

5. Interest on Loan – 12,53,747 –6. Expenses incurred – – –

(11,29,987)7. Sales – – –

(24,94,800)Balance as on March 31, 20138. Payable 98,00,000 2,74,56,599 –

(2,90,38,957) (10,10,777)(Figures in bracket relates to last year.)

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c) Disclosure in respect of material Related Party Transactions during the year:(i) Loan Taken includes from Mr. Apoorva H. Shah 1,17,10,000 (2012: 1,70,75,990)(ii) Repayment of Loans taken includes to Mr. Apoorva H. Shah 87,03,869 (2012: 1,38,34,421)(i) Remuneration includes to Mr. Apoorva H. Shah 29,17,404 (2012: 29,17,404) and to Mrs. Alpa

A. Shah 29,17,404 (2012: 29,17,404).

31. Earnings Per share (EPS):

The calculation of Earnings per Share (EPS) as disclosed in the Balance Sheet abstract has been made inaccordance with Accounting Standard (AS-20) on Earning Per Share. A statement on calculation of Basic andDiluted EPS is as under:

Particulars March 31, 2013 March 31, 2012(Amount in ) (Amount in )

(i) Profit After Tax 1,61,06,537 46,31,598

(ii) Nominal Value of Ordinary shares ( ) 10 10

(iii) Weighted Number of Ordinary Shares (No’s) 52,78,467 32,51,135

(iv) Weight Number of Diluted share(No’s) 1,07,78,467 10,293,535

(v) Basic Earnings per Ordinary Shares ( ) 3.05 1.42

(vi) Diluted Earnings Per Share ( ) 1.49 0.44

32. Leases:

The Company has entered into operating lease arrangements for premises. The future minimum lease rentalobligations under non - cancellable lease is Nil (2012: Nil)

33. As per Accounting Standard 15 “Employee Benefits”, the disclosures as defined in the AccountingStandard are given below:

A. Change in Present Value of obligation:

(Amount in )Particulars Gratuity Gratuity

(Unfunded) (Unfunded)2012-13 2011-12

Present Value of the Obligation as on April 1, 2012 34,22,134 17,01,916

Interest Cost 2,73,771 1,36,153

Current Service Cost 5,50,097 3,43,685

Benefits Paid – –

Actuarial (gain)/loss on obligations (13,95,780) 12,40,380

Present Value of the Obligation as on March 31, 2013 28,50,222 34,22,134

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B. Amount recognized in the Balance Sheet

(Amount in )Particulars Gratuity Gratuity

(Unfunded) (Unfunded)2012-13 2011-12

Present Value of the obligation as on April 1, 2012 28,50,222 34,22,134Fair Value of Plan Assets – –Un-funded Liability 28,50,222 34,22,134Unrecognized actuarial gains/losses – –Un-funded liability recognized in the Balance Sheet 28,50,222 34,22,134

C. Amount recognized in the Profit and Loss Account

(Amount in )

Particulars Gratuity Gratuity(Unfunded) (Unfunded)

2012-13 2011-12

Interest Cost 273,771 1,36,153Current Service Cost 550,097 3,43,685Expected Return on Plan Assets – –Actuarial (Gains)/Loss on obligations (13,95,780) 12,40,380Total Expenses recognized in the Profit and Loss Account (571,912) 17,20,218

D. The Assumptions used to determine the benefit obligations are as follows

( ‘Lacs’)

Particulars Gratuity Gratuity2012-13 2011-12

Discount Rate 8.00% 8.00%Expected Rate of Increase in compensation level 5.00% 5.00%Expected Rate of Return on plan Assets N.A. N.A.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,promotion and other relevant factors, such as supply and demand in the employment market.

34. Particular of raw material consumed:

Particular 2012-13 2011-12Amount in % of Amount in % of

Consumption Consumption

Imported – – – –Indingenious 1,21,64,886 100 % 1,68,18,012 100%

Total 1,21,64,886 100 % 1,68,18,012 100%

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35. Value of Imports (on CIF)

(Amount in )

Particulars 2012-13 2011-12

Traded Goods 94,68,247 –

36. Expenditure in Foreign Currency(Amount in )

Particulars 2012-13 2011-12

Commission 1,18,47,915 31,90,287Travelling 2,30,174 2,46,595Exhibition Expenses 1,14,192 –

37. Earnings in Foreign Currency (on accural basis) :

(Amount in )

Particulars 2012-13 2011-12

Sales (Export) 106,39,25,018 77,66,18,366

38. As of balance sheet date, the Company has net foreign currency exposures (in USD) that are not hedged byderivative instruments or otherwise amounting to 1,16,25,512 (2012: 264,33,075).

39. During the period, Company has allotted 10,00,000 Equity Shares of 10/- at a premium of 12.60/- onpreferential basis.

40. During the year, 15,42,400 0% Optionally Convertible Preference shares of 10/- each were converted into15,42,400 Equity Shares of 10/- each.

41. Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the Currentyear’s classification/disclosure.

As per our report of even date attached

For NGS & CO. LLP For and behalf of the Board of Directors,Chartered AccountantsFirm Reg. No. : 119850WGANESH TOSHNIWAL Alpa Shah Apoorva H. Shah(Partner) (Whole-Time Director) (Chairman & Managing Director)M. No. 046669

Ashok Kamath Suvarnalata ChavanPlace: Mumbai (Financial Controller) (Company Secretary)Date: 27th May, 2013

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Cash flow statement for the year ended 31st March, 2013pursuant to clause 32 of the listing agreement 31.3.2013 31.3.2012

Amount (in ) Amount (in )A. Cash Flows from Operating Activities

Profit before taxes 23,938,522 7,529,457Adjustments for:Depreciation and amortization expense 9,231,983 8,709,009Interest Expense 20,981,008 19,187,993Interest Income (5,203,586) (2,346,610)Other non-operating income (7,489,432) (841,813)Bad Debts written off 59,550 –Loss on sale of Fixed Assets 139,050 41,197Excess Provision written back (1,591,920) (2,647,315)Exchange(gain)/loss(net) 3,611,025 7,131,384

Operating profit before working capital changes 43,676,200 36,763,301Inventories (7,359,649) (17,832,318)Trade Receivables (67,060,427) 51,423,904Loans and Advances and other assets (5,861,851) (3,205,987)Trade payables, other liabilities and provisions (244,036) 3,733,885

Cash generated from the operations (80,525,963) 34,119,484

Net Cash Provided by/(used in) operating activities (A) (36,849,763) 70,882,785B. Cash Flow from Investing Activities

Purchase of fixed assets (4,663,658) (15,250,293)Proceeds from sale of fixed assets – 64,889Purchase of Investments – (60,000)Earmarked Fixed Deposits placed with Banks (3,222,524) (8,976,156)Other Non Operating Income 7,489,432 841,813Interest Income 5,203,586 2,346,610

Net Cash Provided by/(used in) investing activities (B) 4,806,836 (21,033,137)

C. Cash Flow from Financial ActivitiesProceeds/(Repayment) of Secured Loans 12,810,613 (11,898,608)Proceeds/(Repayment) of Unsecured Loans 25,400,404 950,391Excess Provision written back 1,591,920 2,647,315Exchange (gain)/loss (net) (3,611,025) (7,131,384)Interest Expense (20,981,008) (19,187,993)Proceeds from Issue of Share Capital 22,600,000 –

Net Cash Provided by/(used in) financial activities (C) 37,810,904 (34,620,278)

Net increase/(decrease) in cash and cash equivalents (A+B+C) 5,767,977 15,229,369Cash and Cash Equivalents at the beginning of the year 16,594,179 1,364,810Cash and Cash Equivalents at the end of the year 22,362,157 16,594,179Earmarked Deposits with Banks 36,621,360 33,398,836Cash and Bank Balances at the end of the year 58,983,517 49,993,016

As per our report of even date attachedFor NGS & CO., LLP For and behalf of the Board of Directors,Chartered AccountantsFirm Reg. No. : 119850WGANESH TOSHNIWAL Alpa Shah Apoorva H. Shah(Partner) (Whole-Time Director) (Chairman & Managing Director)M. No. 046669Place: Mumbai Ashok Kamath Suvarnalata ChavanDate: 27th May, 2013 (Financial Controller) (Company Secretary)

NHC Foods Limited

Name: ______________________________________________________________

E-mail address: _________________________________

Address: ____________________________________________________________

___________________________________________________________________

___________________________________________________________________

DP ID: _________________________________________

Client ID: _________________________________________

Folio No. _________________________________________(In case of physical holding)

No. of Equity Shares held: _________________________________________

Views/Suggestions for improvement, if

any ______________________________________________________________

Members are requested to send this feedback form to the address given overleaf.

Signature of the member

Members Feedback Form 2012-13

BUSINESS REPLY INLAND LETTER

Business Reply Permit No.MH/BYNE/BRP – 315/2013-14

To,System Support ServicesUnit: NHC Foods Limited208, Shivai Industrial Estate,Next to Parke-Davis,89, Andheri Kurla Road,Saki Naka, Mumbai – 400072

Postagewill bepaid by theAddressee

No PostageStampnecessary ifpostedwithin India

NHC Foods LimitedRegd Office : Survey No. 777, Umarsadi Desaiwad Road, At Village Umarsadi, Taluka Pardi, Dist. Valsad, Gujarat – 396175

ATTENDANCE SLIPPlease complete this Attendance Slip and hand it over at the entrance of the Meeting Hall. It helps us to make properarrangements. Failure to bring this Attendance Slip will create unnecessary inconvenience to you.

I/We hereby record my/our presence at the 21st ANNUAL GENERAL MEETING of the Company held on Monday30th September, 2013 at 10.00 a. m. at Survey No. 777, Umarsadi Desaiwad Road, At Village Umarsadi, TalukaPardi, District Valsad, Gujarat – 396175 and at any adjournment thereof.

NAME(S) OF THE MEMBER(S) OR PROXY/PROXIES IN BLOCK LETTERS

Registered Folio No.:Share held :

Member’s/Proxy’s Signature(To be signed at the time of handing over this slip)

NOTE : Members/Proxy holders are requested to bring their copies of the Annual Report with them at the Meeting.

Cut here

NHC Foods LimitedRegd Office : Survey No. 777, Umarsadi Desaiwad Road, At Village Umarsadi, Taluka Pardi, Dist. Valsad, Gujarat – 396175

PROXY FORMI/we ______________________________________________________________________________________of _____________________________________________________________________ in the district of_______________________________________ being a member / members of the above named Company herebyappoint ______________________________________________________________________________ of______________________________ in the district of ________________________________________________as my/our proxy to vote for me/us on my/our behalf at the Twentieth First Annual General Meeting of the Companyto be held on 30th September, 2013 at 10.00 a.m. and at any adjournment thereof.

DP ID/ Client ID ____________________Folio No.__________________________No. of Shares held _________________

Signature of Shareholder(s):Sole holder/First holder: ___________________________Second holder: __________________________________Third holder: ____________________________________Signature of Proxy: _______________________________

Notes:1. Please affix Revenue Stamp before putting Signature.2. All alterations in proxy form should be initialed.3. The proxy form duly signed by the Equity Shareholder should be deposited at the Registered Office of the Company at Regd Office : Survey No. 777,

Umarsadi Desaiwad Road, At Village Umarsadi, Taluka Pardi, Dist. Valsad, Gujarat – 396175, not later than 48 hours before the commencement of the saidmeeting.

4. Proxy need not be a Shareholder of the Applicant Company.5. In case of multiple proxies, the proxy later in time shall be accepted.

AffixRe. 1

RevenueStamp