nhc foods limitedix. electronic copy of the annual report for financial year 2015-16 along with the...

24th ANNUAL REPORT

NHC FOODS LIMITED

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NHC FOODS LIMITED

CORPORATE INFORMATION

24th ANNUAL GENERAL MEETING

On Friday, 30th September, 2016 at 10.00 a.m. atSurvey No. 777, Umarsadi Desaiwad Road, at Village Umarsadi, Taluka Pardi, District Valsad, Gujarat - 396175

Board of Directors :

Mr. Apoorva Shah Chairman &Managing Director

Mrs. Alpa Shah Whole-Time DirectorMr. Hemant Topiwala AdditionalDirectorMr. Rajiv Bhatt Independent Director*Mr. Aashish Vyas resigned from the Board on 07th Oct, 2015

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

Corporate Office :‘NHC House’, 2/13, Anand Nagar,Santacruz (East), Mumbai - 400055Email: [email protected]: www.nhcgroup.comTel.: 91 22 61522020Fax: 91 22 61522021CIN : L15122GJ1992PLC076277

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. Rajiv Bhatt ChairmanMr. Apoorva Shah MemberMr. Hemant Topiwala Member*Mr. Aashish Vyas was the Chairman until 7th Oct, 2015.

Nomination & Remuneration Committee :Mr. Rajiv Bhatt ChairmanMr. Hemant Topiwala MemberMr. Apoorva Shah Member* Aashish Vyas was the Member until 7th Oct, 2015.

Shareholders' Relationship Committee :Mr. Rajiv Bhatt ChairmanMr. Hemant Topiwala MemberMrs. Alpa Shah Member* Aashish Vyas was the Member until 7th Oct, 2015.

Bankers :Kotak Mahindra Bank LimitedUnion Bank of India

Internal Auditors :Surekha Associates

Secretarial Auditor :Mr. Dinesh Kumar Deora

Company Secretary & Compliance Officer :Ms. Suvarnalata Chavan

Chief Financial Officer :Mr. Ashok Kamath

AWARDS AND ACCOLADESNHC Foods have been awarded for certificate of Merit from Spices Board (Ministry of Commerce & Industry,Government of India) in recognition of outstanding performance in the Export of Spices and Spices products forthe year 2013-14. The award has been received by Mr. Apoorva Shah, Chairman & Managing Director of NHCFoods at the Award Distribution function held on 28th February, 2016 at ONYX of the Gujarat Convention &Exhibition Centre, Ahmadabad.

2 24th ANNUAL REPORT

NHC FOODS LIMITED

NOTICE

Notice is hereby given that the 24th Annual GeneralMeeting of NHC Foods Limited will be held on Friday,30th September, 2016 at Survey No. 777, UmarsadiDesaiwad Road, at Village Umarsadi, Taluka Pardi KillaPardi Valsad Gujarat: 396175 at 10.00 a.m. to transactthe following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the FinancialStatements of the Company for the financial yearended March 31, 2016 together with the Reportsof the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mrs. Alpa Shah(DIN: 00573190), who retires by rotation, and beingeligible, offers herself for re-appointment.

3. To Appoint Statutory Auditors of the Company andFix their remuneration:

To consider and if thought fit to pass the followingResolution as an Ordinary Resolution:

“RESOLVED THAT pursuant of Section 139, 142and other applicable provisions, if any, of theCompanies Act, 2013 (the Act) and the Companies(Audit and Auditors) Rules, 2014, (theRules)(including any statutory modification(s) or reenactment(s) thereof for the time being in force)NGS & Co. LLP, Chartered Accountants(Registration No. 119850W) who have offeredthemselves for re-appointment and have confirmedtheir eligibility to be appointed as Auditors, in termsand provisions of Section 141 of the Act, and Rule4 of the Rules, be and hereby re-appointed asStatutory Auditors of the Company to hold officefrom the conclusion of this Annual General Meetinguntil the conclusion of the next Annual GeneralMeeting of the Company on such remuneration asmay be agreed upon by the Board of Directors andthe Auditors, in addition to service tax andreimbursement of out of pocket expenses incurredby them in connection with the audit of the Accountsof the Company.”

SPECIAL BUSINESS:

4. Appointment of Mr. Hemant Topiwala asIndependent Non – Executive Director

To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT Mr. Hemant Topiwala (DIN:00355690), who was appointed an AdditionalDirector of the Company w.e.f. 07th Oct, 2015 bythe Board of Directors and who hold office upto thedate of this Annual General Meeting under Section161(1) of the Companies Act, 2013 (the Act) butwho is eligible for appointment and in respect ofwhom the Company has received a notice in writingunder Section 160(1) of the Act from the Memberproposing his candidature for the office of Director,be and is hereby appointed a Director of theCompany.”

“RESOLVED FURTHER THAT pursuant to theprovisions of Sections 149, 150, 152 and any otherapplicable provisions of the Companies Act, 2013(“the Act”) and the Companies (Appointment andQualification of Directors) Rules, 2014 (includingany statutory modification(s) or re-enactmenttherefore for the time being in force) read withSchedule IV to the Act and Regulation 16(b) of theSEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, Mr. HemantTopiwala (DIN: 00355690), who was appointed asan Additional Director of the Company by the Boardof Directors with effect from 07th Oct, 2015, in termsof Section 161(1) of the Act and Article 127 of theArticle of Association of the Company and whoseterm of office expires at the Annual General Meetingand in respect of whom the Company has receivedin writing from a member proposing his candidaturefor the office of Director, be and is hereby appointedas an Independent Non – Executive Director of theCompany to hold office for a term of five years uptoOctober 6, 2020.”

By the order of the Board of Directors,

For NHC FOODS LIMITED

Suvarnalata Chavan(Company Secretary & Compliance Officer)

Date: 11th July, 2016Place : Mumbai

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

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NHC FOODS LIMITED

NOTES :

i. A MEMBER ENTITLED TO ATTEND AND VOTEAT THE ANNUAL GENERAL MEETING (THE“MEETING”) IS ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE INSTEAD OFHIMSELF/HERSELF AND THE PROXY NEEDNOT BE A MEMBER OF THE COMPANY.

The instrument appointing the proxy, in order to beeffective, should be duly signed and completed andmust be deposited at the Registered Office of theCompany not less than forty – eight hours beforecommencement of the meeting.

A person can act as a proxy on behalf of Membersnot exceeding fifty and holding in the aggregatenot more than ten percent of the total share capitalof the Company carrying voting rights. A memberholding more than ten percent of the total sharecapital of the Company carrying voting rights mayappoint a single person as proxy and such personshall not act as a proxy for any other person orMember

ii. Corporate Members intending to send theirrepresentative to attend the Meeting pursuant toSection 113 of the Companies Act, 2013 arerequested to send to the Company, a certified copyof the Board Resolution authorising theirrepresentative to attend and vote on their behalf atthe Meeting.

iii. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to theSpecial Business to be transacted at the Meetingis annexed hereto.

iv. The additional details of Director in respect of ItemNo. 4 pursuant to Regulation 36(3) of the Securitiesand Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulation, 2015 areannexed hereto.

v. Pursuant to the provisions of Section 91 of theCompanies Act, 2013 and SEBI (LODR)Regulations, 2015, the Register of Members andShare Transfer Books of the Company will remainclosed from 26th September, 2016 to 30th

September, 2016 (both days inclusive).

vi. To prevent fraudulent transactions, members areadvised to exercise due diligence and notify theCompany of any change in address or demise ofany member as soon as possible. Members arealso advised not to leave their demat account(s)

dormant for long. Periodic statement of holdingsshould be obtained from the concerned DepositoryParticipant and holdings should be verified.

vii. The Securities and Exchange Board of India hasmandated submission of Permanent AccountNumber (PAN) by every participant in securitiesmarket. Members holding shares in dematerialisedform are therefore requested to submit the PAN totheir respective Depository Participants. Membersholding shares in physical form can submit theirPAN to the Company or the Registrar & ShareTransfer Agent.

viii. SEBI has also mandated that for registration oftransfer of securities, the transferee(s) as well astransferor(s) shall furnish a copy of their PAN cardto the Company for registration of transfer ofsecurities

ix. Electronic copy of the Annual Report for financialyear 2015-16 along with the Notice of the 24th

Annual General Meeting of the Company (includingAttendance Slip and Proxy Form) is being sent toall the members whose email IDs are registeredwith the Registrar/Depository Participants(s) unlessany member has requested for a hard copy of thesame. For members who have not registered theiremail address, physical copies of the Annual Reportfor the financial year 2015-16 along with the Noticeof the 24th Annual General Meeting of the Companyinter alia indicating the process and manner of e-voting along with the Attendance Slip and ProxyForm is being sent by any permissible mode.

x. Members may also note that the Notice of the 24th

Annual General Meeting and the Annual Report forthe financial year 2015-16 will also be available onthe Company’s website www.nhcgroup.com. Thephysical copies of the aforesaid documents will alsobe available at the Company’s Registered Officefor inspection during normal business hours on allworking days. Even after registering for e-communication, members are entitled to receivesuch communication in physical form, upon makinga request for the same, by any permissible modefree of cost, For any communication, theshareholders may also send request to theCompany’s investor email id:[email protected]

xi. Pursuant to the provisions of Section 72 of theCompanies Act, 2013, the member(s) holdingshares in physical form may nominate, in theprescribed manner, a person to whom all the rights


NHC FOODS LIMITED

in the shares shall vest in the event of death of thesole holder or all the joint holders. Member(s)holding shares in demat form may contact theirrespective Depository Participant for availing thisfacility.

xii. Process and manner for Members opting to votethrough electronic means

(i) In Compliance with the provisions of Section108 of the Companies Act, 2013, Rule 20 ofthe Companies (Management andAdministration) Rules, 2014 as substituted bythe Companies (Management andAdministration) Amendment Rules, 2015(‘Amendment Rules 2015’) and Regulation 44of the Listing Regulations and SecretarialStandard on General Meetings (SS2) issuedby the Institute of Company Secretaries ofIndia, the Company is pleased to provide itsmembers facility to exercise their right to voteon resolutions proposed to be considered atthe 24th Annual General Meeting (AGM) byelectronic means and the business may betransacted through e-voting services.

(ii) The facility for voting through ballot paper shallbe made available at the AGM and themembers attending the meeting who have notcast their vote by remote e-voting shall be ableto exercise their right at the meeting throughballot paper.

(iii) A person who is not a member as on the cut-off date should treat this Notice for informationpurpose only.

(iv) The process and manner for remote e-votingare as under:

(i) The voting period begins on 27th September,2016 (9.00 a.m.) and ends on 29th September,2016 (5.00 p.m.). During this periodshareholders’ of the Company, holding shareseither in physical form or in dematerializedform, as on the cut-off date 23rd September,2016, may cast their vote electronically. Thee-voting module shall be disabled by CDSLfor voting thereafter.

(ii) The shareholders should log on to the e-votingwebsite www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID

(a) For CDSL: 16 digits beneficiary ID,

(b) For NSDL: 8 Character DP ID followedby 8 Digits Client ID,

(c) Members holding shares in PhysicalForm should enter Folio Numberregistered with the Company.

(v) Next enter the Image Verification as displayedand Click on Login.

(vi) If you are holding shares in demat form andhad logged on to www.evotingindia.com andvoted on an earlier voting of any Company,then your existing password is to be used.

(vii) If you are a first time user follow the stepsgiven below:

For Members holding shares in DematForm and Physical Form

PAN Enter your 10 digit alpha-numeric PANissued by Income Tax Department(Applicable for both demat shareholders aswell as physical shareholders)Members who have not updated their PANwith the Company/Depository Participantare requested to use the first two letters oftheir name and the 8 digits of the sequencenumber in the PAN field.In case the sequence number is less than8 digits enter the applicable number of 0’sbefore the number after the first twocharacters of the name in CAPITAL letters.E.g. If your name is Ramesh Kumar withsequence number 1 then enterRA00000001 in the PAN field.

Dividend Enter the Dividend Bank Details or Date ofBank Birth (in dd/mm/yyyy format) as recorded inDetails your demat account or in the companyOR Date records in order to login.of Birth If both the details are not recorded with the(DOB) depository or company please enter the

member id / folio number in the DividendBank details field as mentioned ininstruction (iv).

(viii) After entering these details appropriately, click on“SUBMIT” tab.

(ix) Members holding shares in physical form will thendirectly reach the Company selection screen.

24th ANNUAL REPORT

NHC FOODS LIMITED

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NHC FOODS LIMITED

However, members holding shares in demat formwill now reach ‘Password Creation’ menu whereinthey are required to mandatorily enter their loginpassword in the new password field. Kindly notethat this password is to be also used by the dematholders for voting for resolutions of any otherCompany on which they are eligible to vote,provided that Company opts for e-voting throughCDSL platform. It is strongly recommended not toshare your password with any other person andtake utmost care to keep your passwordconfidential.

(x) For Members holding shares in physical form, thedetails can be used only for e-voting on theresolutions contained in this Notice.

(xi) Click on the EVSN for the relevant <CompanyName> on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTIONDESCRIPTION” and against the same the option“YES/NO” for voting. Select the option YES or NOas desired. The option YES implies that you assentto the Resolution and option NO implies that youdissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wishto view the entire Resolution details.

(xiv) After selecting the resolution you have decided tovote on, click on “SUBMIT”. A confirmation box willbe displayed. If you wish to confirm your vote, clickon “OK”, else to change your vote, click on“CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution,you will not be allowed to modify your vote.

(xvi) You can also take a print of the votes cast by clickingon “Click here to print” option on the Voting page.

(xvii) If a demat account holder has forgotten the loginpassword then Enter the User ID and the imageverification code and click on Forgot Password &enter the details as prompted by the system.

(xviii) Shareholders can also cast their vote using CDSL’smobile app m-Voting available for android basedmobiles. The m-Voting app can be downloaded fromGoogle Play Store. Apple and Windows phoneusers can download the app from the App Store

and the Windows Phone Store respectively on orafter 30th June 2016. Please follow the instructionsas prompted by the mobile app while voting on yourmobile.

(xix) Note for Non – Individual Shareholders andCustodians

• Non-Individual shareholders (i.e. other thanIndividuals, HUF, NRI etc.) and Custodian arerequired to log on to www.evotingindia.comand register themselves as Corporates.

• A scanned copy of the RegistrationForm bearing the stamp and sign ofthe entity should be emailed [email protected].

• After receiving the login details a ComplianceUser should be created using the admin loginand password. The Compliance User wouldbe able to link the account(s) for which theywish to vote on.

• The list of accounts linked in the login shouldbe mailed to [email protected] on approval of the accounts they wouldbe able to cast their vote.

• A scanned copy of the Board Resolution andPower of Attorney (POA) which they haveissued in favour of the Custodian, if any, shouldbe uploaded in PDF format in the system forthe scrutinizer to verify the same.

(xx) In case you have any queries or issues regardinge-voting, you may refer the Frequently AskedQuestions (“FAQs”) and e-voting manual availableat www.evotingindia.com, under help Section orwrite an email to [email protected].

STATEMENT PURSUANT TO SECTION 102(1) OFTHE COMPANIES ACT, 2013 AND AS PERSECRETARIAL STANDARD - 2 (SS – 2) ON“GENERAL MEETING”

Item No. 4

1. The Board of directors appointed Mr. HemantTopiwala as Additional Director (Independent Non– Executive) effective from 07th Oct, 2015 for a termof five years upto October 6, 2020, not liable to


NHC FOODS LIMITED

retire by rotation, subject to the approval ofshareholders. In terms of Section 161(1) of theCompanies Act, 2013 and the Companies(Appointment and Qualification of Directors) Rule,2014, Mr. Hemant Topiwala holds office upto thedate of this Annual General Meeting but eligible forthe appointment as Director. The Company hasreceived notice from member in writing along withrequisite deposit under Section 160 of the Act,proposing his candidature for the office of thedirector

2. Mr. Topiwala does not incur any disqualificationunder Section 164 of the Companies Act, 2013. TheCompany has received declaration from Mr.Topiwala that he meets with the criteria ofindependence as prescribed under Sub – Section(6) of Section 149 of the Companies Act, 2013 andthe Securities and Exchange Board of India (ListingObligations and Disclosure Requirements)Regulations, 2015.

3. In the opinion of the Board, Mr. Hemant Topiwala,is a person of integrity, possess the relevantexpertise and experience and his association wouldbe of immense benefit to the Company. He fulfilsthe conditions specified in the Act and the rulesmade thereunder and is independent of themanagement of the Company. In terms of Section149 of the Companies Act, 2013, an IndependentDirector shall hold office for two terms of upto fiveconsecutive years each on the Board of theCompany. Further, in terms of Section 149(13) ofthe said Act, Independent Director are not liable toretire by rotation.

4. In the view of the above, the Board proposes theappointment of Mr. Hemant Topiwala , as anIndependent Director of the Company for a term offive years upto Oct 6, 2020.

5. Copy of the draft letter of appointment of Mr. HemantTopiwala, as an Independent Director is availablefor the inspection without any fee by the Membersat the Registered Office of the Company during thebusiness hours on any working days.

6. Mr. Topiwala is a Commerce Graduate by Educationwith over 30 years of vast experience in all facetsof Business Operations. His Vision and Direction

on the Indian Market potential for our Products areof Vital Importance. He is responsible for ensuringthe correct dissemination of information to theshareholder and investor community. Having over3 decades of work experience, he has worked withvarious professionals in senior positions.

The details of Mr. Hemant Topiwala, as requiredunder Regulation 36 (3) of the Securities andExchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015, areset out in the Annexure forming part of the Notice.

None of the Director and / or Key ManagerialPersonnel of the Company and their relatives,except Mr. Topiwala, is concerned or interested,financially or otherwise, in resolution set out at ItemNo. 4.

The Board recommends the resolution set forth inItem No. 4 for the approval of Members.




Date : 11th July, 2016Plcae : Mumbai

24th ANNUAL REPORT

NHC FOODS LIMITED

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NHC FOODS LIMITED

ANNEXURE TO THE NOTICEDETAILS OF THE DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE TWENTY FORTHANNUAL GENERAL MEETING PURSUANT TO REGULATION 36 OF THE SECURITIES AND EXCHANGEBOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOUSRE REQUIREMENTS) REGULATIONS, 2015.

Name of the Director Mrs. Alpa Shah Mr. Hemant Topiwala

Date of Birth 04th June, 1967 12th December, 1965

Expertise in Specific Mrs. Shah possesses vast knowledge He is a Commerce Graduate byFunctional Area of the industry and responsible for Education with over 30 years of vast

driving the marketing strategy and experience in all facets of Businessoperations of the organization and Operations. His Vision and Direction onopportunities globally the Indian Market potential for our

Products are of Vital Importance. He isresponsible for ensuring the correctdissemination of information to theshareholder and investor community.Having over 3 decades of workexperience, he has worked with variousprofessionals in senior positions.

Qualification B.com B.com

No. of shares held in the 10,51,435 1820Company@ jointly withrelatives

Other Directorship in 1 NHC Overseas Private Limited 1. Shingar Cosmetics Private LimitedIndian Companies 2. Shingar Limited(including Private 3. Premier Cosmetics LimitedCompanies) 4. Mehar Brands & Trading Private

Limited

Membership of Committees None None(Audit Committee andStakeholders RelationshipCommittee in otherCompanies)

Relationship between Mrs. Alpa Shah is the spouse of NoneDirectors inter-se : Mr. Apoorva Shah

RO

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NHC Foods LimitedCIN: L15122GJ1992PLC076277

Regd. Office : Survey No. 777, Umarsadi Desaiwad Road, At Village Umarsadi, Taluka Pardi, Killa Pardi, Gujarat – 396175Tel. : 0260 - 2375660 • Fax No. : 0260 - 2375662

Corp. Office : NHC House, 2/13, Anand Nagar, Santacruz (East), Mumbai - 400055Tel. : 022 - 61522020 • Fax No. : 022 - 61522021

Website: www.nhcgroup.com • E-mail: [email protected]

ATTENDANCE SLIP FOR ATTENDING ANNUAL GENERAL MEETING

Folio No. No. of Shares held

DP ID No. Client ID No.

I certify that I am a Member/proxy for the Member(s) of the Company.

I hereby record my presence at the 24th Annual General Meeting of the Company at Survey No. 777, UmarsadiDesaiwad Road, At village Umarsadi, Taluka Pardi, District Valsad, Gujarat – 396175 at 10.00 a.m. on 30th September,2016.

Member’s/Proxy’s name in Block Letters Signature of Member/Proxy

Note: Please fill up this attendance slip and hand over at the entrance of the meeting hall.

ELECTRONIC VOTING PARTICULARS

REVEN (Remote E-voting Event Number) USER ID* Password / PIN**

160903053

*User ID: Please use DP ID/Client ID**Password: Use existing password

Note: Please read instructions given at Note No. XII of the Notice of the 24th Annual General Meeting carefullybefore voting electronically.

NHC Foods LimitedCIN: L15122GJ1992PLC076277

Regd. Office : Survey No. 777, Umarsadi Desaiwad Road, At Village Umarsadi, Taluka Pardi, Killa Pardi, Gujarat – 396175Tel. : 0260 - 2375660 • Fax No. : 0260 - 2375662

Corp. Office : NHC House, 2/13, Anand Nagar, Santacruz (East), Mumbai - 400055Tel. : 022 - 61522020 • Fax No. : 022 - 61522021

Website: www.nhcgroup.com • E-mail: [email protected]

FORM NO. MGT - 11[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN : L15122GJ1992PLC076277Name of the Company : NHC Foods LimitedRegistered Office : Survey No. 777, Umarsadi Desaiwad Road, At village

Umarsadi, Taluka Pardi, District Valsad, Gujarat - 396175

Name of Member(s) :

Registered Address :

Email ID :

Folio No./Client ID :

DP ID :

I/We, _______________________________being the member(s) holding ______ shares of NHC Foods Limited, hereby appoint:

1) Name _______________________ Address __________________________________________________

Email _________________________________________ Signature_____________________or failing him

2) Name _______________________ Address __________________________________________________

Email _________________________________________ Signature_____________________or failing him

3) Name _______________________ Address __________________________________________________

Email _________________________________________ Signature_____________________

as my / our Proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 24th ANNUAL GENERAL MEETING ofthe Company to be held on Friday, the 30th September, 2016 at 10.00 a.m. at the Registered office of the company and at anyadjournment(s) thereof in respect of the resolutions as are indicated below:

Resolution Number Resolution For Against

ORDINARY BUSINESS :

1. Adoption of Annual Financial Statements of the Company as on March 31,2016 (Ordinary Resolution)

2. Re-appointment of Mrs. Alpa Shah, retiring by rotation and being eligible,offering herself for re-appointment (Ordinary Resolution)

3. Re-appointment of Statutory Auditors of the Company and fixing theirremuneration (Ordinary Resolution)

SPECIAL BUSINESS:

4 Appointment of Mr. Hemant Topiwala (DIN: 00355690) as an IndependentNon-Executive Director (Ordinary Resolution)

Signed this ___________________ day of September, 2016

Signature of Shareholder ___________________________

Signature of Proxy Holder __________________________

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48hours before the commencement of the Meeting.

AffixRevenue

Stamp


NHC FOODS LIMITED

24th ANNUAL REPORT

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FORM FOR UPDATION OF EMAIL ADDRESS

To,The Compliance Officer,NHC Foods LimitedSurvey No. 777, Umarsadi Desaiwad Road,At village Umarsadi, Taluka Pardi,District Valsad, Gujarat – 396175.

Dear Sir,

Sub: Updation of e-mail address

Please register my email address for the purpose of sending Annual Report and other notices/documents in electronicmode:

Name of Member(s) :

Registered Address :

Email ID :

Folio No./Client ID :

DP ID :

______________________________________________

Signature of the First named Shareholder

Name:

Address:


NHC FOODS LIMITED

DIRECTORS’ REPORT

Dear Members,

Your Board of Directors (‘Board’) ispleased to present the 24th Annual Reportof your Company, NHC Foods Limited,for the year ended March 31, 2016 (‘theyear under review’, ‘the year’ or ‘FY16’).

In line with the requirements of the Companies Act, 2013(‘the Act’) and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements)Regulations, 2015 (‘the SEBI Regulations’), this reportcovers the financial results and other developmentsduring the financial year April 1, 2015 to March 31, 2016in respect of NHC Foods.

FINANCIAL HIGHLIGHTS:( In Lacs)

March 31, March, 312016 2015

Total Revenues 15339.71 14819.81

Total Expenditure 15291.95 14677.33

Profit Before Tax 47.76 142.48

Current Tax 9.37 29.10

Less: MAT Receivable 4.99 9.81

Less: Tax Paid/adjustment of earlier years 0.47 1.57

Less: Deferred Tax 12.32 3.37

Profit After Tax 30.59 118.25

Transfer to Reserves:

Your Company does not propose to transfer any amountto its Reserves out of the profits of the Company for theyear ended March 31, 2016.

CONVERSION OF UNSECURED LOAN INTO EQUITYAND RECLASSIFICATION OF AUTHORISED SHARECAPITAL OF THE COMPANY:

During the year, paid up capital of the Companyincreased from 1,12,93,535 Equity Shares to 1,18,55,000due to Preferential Allotment of 5,61,465 Equity SharesRs. 10/- each Fully paid up on conversion of outstandingunsecured loan to Mr. Apoorva Shah, Promoter of theCompany on preferential basis.

To facilitate the aforesaid conversion of loan into equity,your Company re-classified its Authorised Share Capitalfrom Rs. 24,00,00,000/- (Rupees Twenty Four Croresonly) divided into 1,85,00,000 (One Crore Eighty Five

Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and55,00,000 (Fifty Five Lacs) Preference Shares of Rs.10/- (Rupees Ten) each be and is hereby reclassified into2,40,00,000 (Two Crores Forty Lacs) Equity Shares ofRs. 10/- (Rupees Ten) each, which led to consequentialalteration in Clause V of the Memorandum of Associationof your Company.

Dividend:

In order to conserve the resources for the futureexpansion plan of the Company under implementation,your directors do not recommend any dividend for theyear under the review.

TRANSFER OF UNCLAIMED DIVIDEND TOINVESTOR EDUCATION AND PROTECTION FUND

Since there was no Dividend declared and paid last year,the provisions of Section 125 of the Companies Act, 2013does not apply.

STATEMENT OF COMPANY’S AFFAIRS /PERFORMANCE OVERVIEW:

The highlights of the Company’s Performance are asunder:

• Revenue increased by 3.51% (From Rs. 14819.81Lacs to Rs. 15339.71 Lacs)

• Due to adverse market situation Profit After Taxdecreased from Rs. 118.25 Lacs to Rs. 30.59 Lacs

• NHC Foods, the domestic business, achievedturnover of Rs. 55,53,57,388 in FY16 and the exportachieved turnover of Rs. 97,17,01,843.

MANAGEMENT DISCUSSION AND ANALYSISREPORT:

Management Discussion and Analysis forms a part ofthis annual report and is annexed to this report.

• Update on Macro Economy

• Overview of the Industry

• Our Business

• Risk Management & Governance

• Employees

• Infrastructure

• Internal Control System & their Adequacy

• Financial Performance & Analysis

• Industrial Relations

• Human Resource Strategy

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Subsidiary Companies:

The Company does not have any Subsidiary Company

Transactions with related parties:

None of the transactions with related parties falls underthe scope of Section 188(1) of the Act. Information ontransactions with related parties pursuant to Section134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure 1 - FormAOC-2 and the same forms part of this report.

During the year under review, your Board updated thepolicy on Related Party Transactions as required underthe SEBI Regulations. The policy is uploaded on theCompany’s website and can be accessed using the linkhttp://www.nhcgroup.com/corporate-governance-2/

Deposit:

During the financial year under review, the Company didnot accept any deposit covered under Chapter V of theCompanies Act, 2013

Loans, Guarantees or Investments:

There were no Loans, Guarantees and Investmentscovered under Section 186 of the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act,2013, the Directors to the best of their knowledge herebystate and confirm that:

a) in the preparation of the annual accounts, theapplicable accounting standards had been followedalong with proper explanation relating to materialdepartures;

b) the directors had selected such accounting policiesand applied them consistently and made judgmentsand estimates that are reasonable and prudent soas to give a true and fair view of the state of affairsof the Company at the end of the financial year andof the profit of the Company for that period;

c) the directors had taken proper and sufficient carefor the maintenance of adequate accountingrecords in accordance with the provisions of thisAct for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;

d) the directors had prepared the annual accounts ona going concern basis;

e) the internal financial controls to be followed by theCompany were laid down and such internalfinancial controls were adequate and wereoperating effectively; and

f) the directors had devised proper systems to ensurecompliance with the provisions of all applicable lawsand that such systems were adequate andoperating effectively.

Details of Directors or KMPs appointment orresignation during the year:

I. Appointment:

During the year, Mr. Hemant Topiwala (DIN: 00355690)was appointed as an additional Independent Director ofthe Company effective from 07th Oct, 2015 and who shallhold office upto the date of ensuing Annual GeneralMeeting. Thereafter, subject to the member’s approvalhe will be appointed for a term of 5 years commencingfrom the date of Board’s appointment and not liable toretire by rotation.

II. Resignation :

During the year, Mr. Aashish Vyas (DIN: 00929820) hasresigned from the position of Independent Directoreffective from 07th Oct, 2015

III. RE-APPOINTMENT OF MR. APOORVA SHAH,CHAIRMAN & MANAGING DIRECTOR (DIN:00573184) FOR A PERIOD OF THREE YEARSW.E.F. 13TH NOVEMBER, 2015 TO 12THNOVEMBER, 2018:

Members approved the appointment of Mr. ApoorvaShah as Chairman & Managing Director (DIN:00573184) for a period of three years w.e.f. 13thNovember, 2015 to 12th November, 2018 through postalballot held on Friday, 29th January, 2016.

IV. RE-APPOINTMENT OF MRS. ALPA SHAH (DIN:00573190), WHOLE – TIME DIRECTOR FOR APERIOD OF THREE YEARS W.E.F. 14THFEBRUARY, 2016 TO 13TH FEBRUARY, 2019:

Members approved the appointment of Mrs. Alpa Shah(DIN: 00573190), Whole – Time Director for a period ofThree years w.e.f. 14th February, 2016 to 13th February,2019 through postal ballot held on Friday, 29th January,2016.

Declaration by Independent Directors:

The Company has received the necessary declarationfrom each Independent Director, in accordance with


NHC FOODS LIMITED

Section 149(7) of the Companies Act, 2013, that he metthe criteria of independence as laid out in sub – Section(6) of Section 149 of the Companies Act, 2013 andRegulation 16(1)(B) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.

Director Retiring by Rotation:

In accordance with the provisions of the CompaniesAct, 2013 and the Articles of Association of theCompany, Mrs. Alpa Shah (DIN: 00573190), Director ofthe Company, retires by rotation at ensuing AnnualGeneral Meeting and being eligible, offers herself forreappointment. The Board recommends herreappointment as Director liable to retire by rotation atthe ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL:

During the year under review, there is no change in theKey Managerial Personnel of the Company. The KeyManagerial Personnel of the Company as on date are:

1. Mr. Apoorva Shah Chairman & ManagingDirector

2. Mrs. Alpa Shah Whole – time Director

3. Mr. Ashok Kamath Chief Financial Officer

4. Ms. Suvarnalata Chavan Company Secretary &Compliance Officer

Meetings:

The details of the meetings of the Board of Directorsand its Committees held during the year under revieware stated in the Corporate Governance Report.

The details of attendance of the Directors in the BoardMeetings and its Committees during the year underreview are stated in the Corporate Governance Report.

Audit Committee:

The composition of the Audit Committee of the Board ofDirectors along with the composition of other Committeesis stated in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY OFDIRECTORS, KEY MANAGERIAL PERSONNEL ANDOTHER EMPLOYEES:

In terms of the applicable provisions of the Act, read withthe Rules made thereunder and the SEBI Regulations,your Board has formulated a Policy on appointment,removal and remuneration of Directors, Key ManagerialPersonnel and Senior Management Personnel and also

on Board Diversity, Succession Planning and Evaluationof Directors. Salient features of the said Policy are statedin the Corporate Government Report.

Board Evaluation:

As per the provisions of the Companies Act, 2013 andSEBI (Listing Obligation and Disclosure Requirements)Regulations, 2015, the formal annual evaluation wascarried out for the Board’s own performance, itscommittee & Individual directors. The manner and detailsin which evaluation was carried out is stated in theCorporate Governance Report which is annexed andform a part of this report.

Particulars of Employees:

The information required under Section 197 of the Actread with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 aregiven below:

a. The ratio of the remuneration of each director tothe median remuneration of the employees of theCompany for the financial year:

Name of the directors Ratio to medianremuneration

Executive Directors

Mr. Apoorva Shah 36.1

Mrs. Alpa Shah 36.1

Non - Executive Directors

Mr. Rajiv Bhatt NA

Mr. Hemant Topiwala NA

b. The percentage increase in remuneration of eachdirector, chief financial officer, Company secretaryin the financial year:

Directors, Chief Executive % increase inOfficer, Chief Financial Officer remuneration in theand Company Secretary financial year

Mr. Apoorva Shah 2.01%

Mrs. Alpa Shah 2.01%

Mr. Ashok Kamath 51.25%

Ms. Suvarnalata Chavan 14.59%

c. The percentage increase in the medianremuneration of employees in the financial year:NIL

d. The number of permanent employees on the rollsof Company: 91

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17

NHC FOODS LIMITED

e. Average percentile increase already made in thesalaries of employees other than the managerialpersonnel in the last financial year and itscomparison with the percentile increase in themanagerial remuneration and justification thereofand point out if there are any exceptionalcircumstances for increase in the managerialremuneration: Nil

The statement containing particulars of employeesas required under Section 197(12) of the Act readwith Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules,2014, is provided in a separate annexure formingpart of this report. Further, the report and theaccounts are being sent to the members excludingthe aforesaid annexure. In terms of Section 136 ofthe Act, the said annexure is open for inspection atthe Registered Office of the Company. Anyshareholder interested in obtaining a copy of thesame may write to the Company Secretary.

Affirmation

I affirm that Remuneration is as per the remunerationpolicy of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS ANDTHEIR ADEQUACY:

Your Company’s approach on Corporate Governancehas been detailed out in the Corporate GovernanceReport. Your Company has deployed the principlesenunciated therein to ensure adequacy of internalfinancial controls with reference to the financialstatements. Your Board has also reviewed the internalprocesses, systems, and internal financial controls andDirectors’ Responsibility Statement contains confirmationas regards adequacy of the internal financial controls.

CODE OF CONDUCT:

The Company has laid down and adopted a Code ofConduct for its Directors and Senior ManagementPersonnel, which is also available on the Company’swebsite: http://www.nhcgroup.com/corporate-governance-2/. The Company has received confirmationfrom all Directors as well as Senior ManagementPersonnel regarding compliance with the Code ofConduct during the year under review as required underRegulation 26(3) of the Listing Regulations. Additionally,all Independent Directors of the Company shall be boundby duties of Independent Directors as set out in theCompanies Act, 2013 read with the Schedule and Rules

thereunder. Pursuant to Schedule V(D) of the ListingRegulations, a declaration signed by the ManagingDirector of the Company to this effect is attached at theend of this report.

Vigil Mechanism Policy:

The Board has approved the Whistle Blower Policy, amechanism for employees to report to the managementconcerns about unethical behaviour, actual or suspectedfraud or violation of the Company’s code of conduct. Themechanism also provide for adequate safeguardsagainst victimization of employees who avail of themechanism and also provide for direct access to theChairman of the Audit Committee in exceptional cases.During the year under review no personnel has beendenied access to the audit committee. The Companyhas adopted a formal Vigil Mechanism/ Whistle-blowerpolicy. The approved policy is available on the Company’swebsite www.nhcgroup.com

Disclosure under Section 22 of the SexualHarassment of Women at Workplace (Prevention,Prohibition and Redressal), Act, 2013:

The Company’s policy on prevention of sexualharassment of women provides for the protection ofwomen employees at the workplace and for preventionand redressal of such complaints. There were nocomplaints pending for the redressal at the beginning ofthe year and no complaints received during the financialyear.

RISK MANAGEMENT:

For your Company, Risk Management is an integral andimportant component of Corporate Governance. YourCompany believes that a robust Risk Managementensures adequate controls and monitoring mechanismsfor a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize theshareholder value.

The key cornerstones of your Company’s RiskManagement Framework are:

1. Periodic assessment and prioritization of risks thataffect the business of your Company;

2. Development and deployment of risk mitigationplans to reduce the vulnerability to the prioritizedrisks;

3. Focus on both the results and efforts required tomitigate the risks;


NHC FOODS LIMITED

4. Defined review and monitoring mechanism whereinthe functional teams, the top management and theBoard review the progress of the mitigation plans;

5. Embedding of the Risk Management processes insignificant decisions such as large capitalexpenditures, mergers, acquisitions and corporaterestructuring

6. Wherever, applicable and feasible, defining the riskappetite and install adequate internal controls toensure that the limits are adhered to.

Significant and material orders by the regulators orcourts or tribunals impacting the Company’s goingconcern status and operations in future:

During the period under review, no significant andmaterial orders passed by the regulators or courts ortribunals impacting the going concern status andCompany’s operations in the future.

Auditors:

Pursuant to the provisions of Section 139 of the Act andthe rules framed thereafter, NGS & Co. LLP, CharteredAccountants, were appointed as statutory auditors of theCompany from the conclusion of this Annual GeneralMeeting until the conclusion of the next Annual GeneralMeeting of the Company

Secretarial Auditors:

Section 204 of the Companies Act, 2013 read with rulesmade thereunder inter-alia requires every listedCompany to annex with its Board’s report, a SecretarialAudit Report given by a Company Secretary in Practice,in the Form MR-3.

The Board of Directors has appointed Mr. Dinesh KumarDeora, Practising Company Secretary, as SecretarialAuditor to conduct the Secretarial Audit of the Companyfor the Financial Year 2015-16. The report did not containany qualification, reservation or adverse remark. TheBoard of Directors at its meeting held on 30th May, 2016approved the appointment of Mr. Dinesh Kumar Deora,Practising Company Secretary, as Secretarial Auditor toconduct a Secretarial Audit of the Company for theFinancial Year 2016- 17. The Secretarial Audit Report ofthe Company for the Financial Year 2015-16 is annexedto this Report as Annexure 2.

AUDITORS OBSERVATIONS:

The observations made by Auditors with reference tonotes to account are self explanatory and need nocomments.

Board’s response on the remarks made by StatutoryAuditors and Secretarial Auditors:

There were no qualifications, reservations and adverseremarks made by the statutory auditors in their AuditReport and by the Company Secretary in practice in theirSecretarial Audit report.

Corporate Governance Report:

The Company is committed to observe good corporategovernance practices. The report on CorporateGovernance for the financial year ended March 31, 2016,as per regulation 34(3) read with Schedule V of the SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015 forms a part of this Annual Report.The requisite Certificate from the Statutory Auditors ofthe Company confirming compliance with the conditionsof Corporate Governance is annexed to this Report.

Conservation of energy, technology absorption andforeign exchange earnings and outgo:

The particulars as prescribed under Section 134 (3) (m)of the Companies Act 2013, read with Rule 8(3) of theCompanies (Accounts) Rules 2014 are annexed to thisReport as Annexure 3.

Extract of Annual Return:

An extract of the Annual Return in Form MGT-9 incompliance with Section 92 of the Companies Act 2013read with applicable Rules made thereunder is annexedto this Report as Annexure 4.

Material changes and commitments:

There were no material changes and commitments thatoccurred subsequent to the end of the financial year tillthe date of this report, which affects the financial positionof the Company.

CHANGE IN NATURE OF BUSINESS:

There has no change in the nature of business of theCompany. Your Company continues to be one of theleading food processing Company.

Board Diversity:

A diverse Board enables efficient functioning throughdifferences in perspective and skill, and also fostersdifferentiated thought processes at the back of variedindustrial and management expertise, gender,

24th ANNUAL REPORT

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NHC FOODS LIMITED

knowledge. The Board recognises the importance of adiverse composition and has adopted a Board DiversityPolicy which set out the approach to diversity.

Appointment of Independent Directors:

Pursuant to the provisions of Section 149 of theCompanies Act, 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015, as amended from time to time, yourCompany has requisite number of Independent Directorson its Board. Thus, the Company has complied with therequirements of the said provisions for appointment ofIndependent Directors during the year under review.

Board Effectiveness:

1. Familiarization Programme for the IndependentDirectors:

In compliance with the requirements of SEBIRegulations, the Company has put in place afamiliarization programme for IndependentDirectors to familiarize them with their roles, rightsand responsibility as Directors, working of theCompany, nature of the industry in which theCompany operates, business model etc. TheCompany operates, business model etc. The sameis also available on the website of the Companyand can be accessed by web link http://www.nhcgroup.com/wp-content/uploads/2015/01/FA M I L I A R I Z AT I O N - P R O G R A M - F O R -INDEPENDENT-DIRECTORS-OF-NHC-FOODS-LIMITED.pdf

DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL fordematerialization of its equity shares. The ISIN No.INE141C01028 has been allotted for the Company.Therefore, investors may keep their shareholding in theelectronic mode with their Depository Participates.97.91% of the Company’s Paid-up Share Capital is indematerialized form as on 31st March, 2016 and balance2.09% is in physical form.

HEALTH, SAFETY AND ENVIRONMENTPROTECTION:

The Company has complied with all the applicableenvironmental law and labour laws. The Company hasbeen complying with the relevant laws and has beentaking all necessary measures to protect the environmentand maximize worker protection and safety.

Policy on directors’ appointment and remunerationand other details:

The Company’s policy on directors’ appointment andremuneration and other matters provided in Section178(3) of the Act has been disclosed in the corporategovernance report, which forms part of this report.

LISTING OF SHARES:

The shares of the Company are listed on BSE Ltd.

Subsequent to the notification SEBI (Listing Obligationand Disclosure Requirements) Regulations, 2015 (ListingRegulations) during the year, the Company has enteredinto “Uniform Listing Agreement” with BSE Ltd.

The Company has regularly paid the Annual Listing feesto the respective Stock Exchanges. Annual Custody /Issuer fee for the financial year 2016-17 has been paidby the Company to National Securities DepositoriesLimited and Central Depository Services Limited.

ACKNOWLEDGEMENTS:

The Board places on record its appreciation for thecontinued co-operation and support extended to theCompany by customers, vendors, regulators, banks,financial institutions, rating agencies, stock exchangesand depositories, auditors, legal advisors, consultants,business associates and all the employees with whosehelp, cooperation and hard work the Company is able toachieve the results.

The Board deeply acknowledges the trust and confidenceplaced by the consumers of the Company and all itsshareholders.




Date: 30th May, 2016


NHC FOODS LIMITED

Annexure 1

Form No. AOC-2

(Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of theCompanies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the Company with related partiesreferred to in sub-Section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactionsunder third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis:

NHC Foods Limited (the Company) has not entered into any contract/arrangement/transaction with its relatedparties which is not in ordinary course of business or at arm’s length during FY 2015-16. The Company has laiddown policies and processes/procedures so as to ensure compliance to the subject Section in the CompaniesAct, 2013 (“Act”) and the corresponding Rules. In addition, the process goes through internal and externalchecking, followed by quarterly reporting to the Audit Committee.

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts/arrangements/transactions: Not Applicable

(c) Duration of the contracts / arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

(e) Justification for entering into such contracts or arrangements or transactions: Not Applicable

(f) Date(s) of approval by the Board: Not Applicable

(g) Amount paid as advances, if any: Not Applicable

(h) Date on which the special resolution was passed in general meeting as required under first proviso toSection 188: Not Applicable

2. Details of material contracts or arrangement or transactions at arm’s length basis:

a. Name(s) of the related party and nature of relationship: Not Applicable

b. Nature of contracts / arrangements / transactions: Not Applicable

c. Duration of the contracts / arrangements / transactions: Not Applicable

d. Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

e. Date(s) of approval by the Board, if any: Not Applicable

f. Amount paid as advances, if any: None




Date: 30th May, 2016Place: Mumbai

24th ANNUAL REPORT

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NHC FOODS LIMITED

Annexure – 2

Form No. MR-3Secretarial Audit Report

[Pursuant to Section 204(1) of the Companies Act,2013 and Rule No 9 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules2014]

For the Financial Year Ended 31st March, 2016

To,The Members,NHC Foods LimitedSurvey No 777, Umarsadi Desaiwad Road,At Village Umarsadi, Taluka PardiKilla Pardi, Gujarat 396175

Dear Sirs,

I have conducted the Secretarial Audit of the complianceof applicable statutory provisions and the adherence togood corporate practices by NHC Foods Limited(hereinafter called “the Company”). Secretarial Auditwas conducted in a manner that provided me areasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinionthereon.

Based on my verification of NHC Foods Limited’s books,papers, minute books, forms and returns filed and otherrecords maintained by the Company and also theinformation provided by the Company, its officers, agentsand authorized representatives during the conduct ofsecretarial audit, I hereby report that in my opinion, theCompany has, during the audit period covering thefinancial year ended March 31, 2016, complied with thestatutory provisions listed hereunder and also that theCompany has proper Board-processes and compliancemechanism in place to the extent, in the manner andsubject to the reporting made hereinafter:

I have examined the books, papers, minute books, formsand returns filed and other records maintained by theCompany for the financial year ended on March 31, 2016according to the provisions of:

1 The Companies Act, 2013 (the Act) and the rulesmade thereunder;

2 The Securities Contracts (Regulation) Act, 1956(‘SCRA’) and the rules made thereunder;

3 The Depositories Act, 1996 and the Regulationsand bye-laws framed thereunder;

4 The provisions of Foreign Exchange ManagementAct, 1999 and the rules and regulations madethereunder to the extent of Foreign DirectInvestment, Overseas Direct Investment andExternal Commercial borrowings were notapplicable to the Company during the financial yearunder report;

5 The following Regulations and Guidelinesprescribed under the Securities and ExchangeBoard of India Act, 1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India(Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

b The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations,1992;

c The Securities and Exchange Board of India(Issue of Capital and Disclosure requirements)Regulations, 2009;

6 Provisions of the following Regulations andGuidelines prescribed under the Securities andExchange Board of India Act,1992 (‘SEBI Act’) werenot applicable to the Company during the financialyear under report:-

a. The Securities and Exchange Board of India(Employee Stock Option Scheme andemployee Stock Purchase Scheme)Guidelines, 1999;

b. The Securities and Exchange Board of India(Issue and Listing of Debt Securities)Regulations,2008;

c. The Securities and Exchange Board of India(Registrars to an Issue and ShareTransferAgents) Regulations, 1993, regardingthe Companies Act and dealing with client;

d. The Securities and Exchange Board of India(Delisting of Equity Shares) Regulations,2009; and

e. The Securities and Exchange Board of India(Buyback of Securities) Regulations, 1998;

I further report that, having regard to the compliancesystem prevailing in the Company and on examination


NHC FOODS LIMITED

of the relevant documents and records in pursuancethereof, the Company has complied with the followinglaws applicable specifically to the Company;

1 The Food Safety and Standards Act includingpackaging and Labelling Laws, 2011.

2 Prevention of Food Adulteration Act, 1954.

3 Legal Metrology Act, 2009 and rules and regulationsmade thereunder.

4 Standard Weights and Measures Act, 1976.

5 Maximum Retail Price Act, 2006.

6 Hazardous Wastes (Management and Handling)Rules, 1989 and Amendment Rule, 2003.

I have also examined compliance with the applicableclauses of the following:

1 Secretarial Standards issued by The Institute ofCompany Secretaries of India.

2 The Listing Agreements entered into by theCompany with Stock Exchanges and SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015.

During the period under review the Company hascomplied with the provisions of the Act, Rules,Regulations, Guidelines, Standards etc. mentionedabove.

I further report that

(a) The Board of Directors of the Company is dulyconstituted with proper balance of ExecutiveDirectors, Non Executive Directors andIndependent Directors. The changes in thecomposition of the Board of Directors that took placeduring the period under review were carried out incompliance with the provisions of the Act.

(b) Adequate notice is given to all Directors to schedulethe Board Meetings, agenda and detailed notes onagenda were sent at least seven days in advance,and a system exists for seeking and obtainingfurther information and clarifications on the agendaitems before the meeting and for meaningfulparticipation at the meeting.

(c) Decisions at the Board Meetings were takenunanimously.

(d) There are adequate systems and processes in theCompany commensurate with the size andoperations of the Company to monitor and ensurecompliance with applicable laws, rules, regulationsand guidelines.

I further report that during the audit period,

(a) The Company has issued 561465 Equity Sharesof Rs. 10/- each on conversion of unsecured loaninto Equity Shares to Mr. Apoorva Shah, promoterof the Company on preferential basis.

DINESH KUMAR DEORAPRACTISING COMPANY SECRETARY

FCS NO. 5683C P NO. 4119

PLACE: MUMBAIDATE: 29.05.2016

24th ANNUAL REPORT

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NHC FOODS LIMITED

Annexure to the Report

To,The Members,NHC Foods LimitedSurvey No. 777, Umarsadi Desaiwad Road,At Village Umarsadi, Taluka Pardi,Killa Pardi, Gujarat: 396175

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the Management of the Company. My responsibility isto express an opinion on these secretarial records based on our audit.

2 I have followed the audit practices and processes as were appropriate to obtain reasonable assurance aboutthe correctness of the contents of the secretarial records. The verification was done on test basis to ensurethat correct facts are reflected in secretarial records. I believe that the processes and practices, I followedprovide a reasonable basis for our opinion.

3 I have not verified the correctness and appropriateness of financial records and Books of accounts of theCompany.

4 Where ever required, I have obtained the Management representation about the compliance of laws, rules andregulations and happening of events etc.

5 The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is theresponsibility of management. My examination was limited to the verification of procedures on test basis.

6 The Secretarial Audit report is neither an assurance as to future viability of the Company nor of the efficacy oreffectiveness with which the management has conducted the affairs of the Company.

Dinesh Kumar DeoraPractising Company Secretary

FCS No. 5683C P No. 4119Place: MumbaiDate: 29.05.2016


NHC FOODS LIMITED

ANNEXURE 3

The conservation of energy, technological absorption, foreign exchange earnings and outgo, in the manner asprescribed in rule 8(3) of the Companies (Accounts) Rules, 2014 [CHAPTER IX]

Disclosure of Particulars with Respect to Conservation of Energy:

A. Conservation of Energy:

1. Energy conservation measures taken

during the year 2015-16

2. Additional investments and any new

Proposals under implementation

aimed at energy conservation

3. Impact of the measures taken

The Company continues to take possible

steps to conserve energy.

These includes efficient electric fittings and

equipments that consumes less energy than

conventional ones

24th ANNUAL REPORT

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25

NHC FOODS LIMITED

Form for disclosure of particulars with respect to Conservation of Energy

2015-16 2014-15

(A) Power & Fuel Consumption

1. Electricity

(a) Purchased Units (kwh) 1,33,791 1,18,092

Total Amount (Rs.) 12,19,036.00 10,10,609.95

Rate/Unit (Rs./kwh) 9.11 8.56

(b) Own Generation

(i) Through Diesel Generator

(ii) Through Steam Turbine / Generators

Units 60 36

Units/Ltr. of Diesel 232 288

Cost/Unit 216 476

Coal

Quantity

Total Cost

Average Rate

3. Furnace Oil N.A. N.A.

Quantity

Total Cost

4. Other /Internal Generations N.A. N.A.

Quantity

Total Cost

Average Cost

(B) Consumption per unit of production

Products (with details)unit Since the Company manufacturers

Electricity several items, it is impracticable to

Furnace Oil apportion the utilities

Coal


NHC FOODS LIMITED

1. Research and Development:

The Company has not undertaken any Research and Development Activity during the Financial Year 2015-16

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, Adaption and innovation has always been the key strength of the Company. TheCompany plans to be a leading player in technology production through innovative products.

4. Expenditure in Foreign Currency

Particulars 2015-16 2014-15

Commission 67,20,195 68,31,088

Travelling Expenses 6,81,145 3,64,165

Exhibition Expenses 4,62,786 5,64,723

Earnings in Foreign Currency (on accrual basis)


Bulk Agricultural Products 97,90,36,685 128,70,74,154

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NHC FOODS LIMITED

ANNEXURE TO DIRECTORS’ REPORTAnnexure 4

Form No. MGT – 9Extract of Annual Return

as on the financial year on 31st March, 2016of

NHC Foods Limited

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i. CIN L15122GJ1992PLC076277

ii. Registration Date 04th Day of August, 1992

iii. Name of the Company NHC Foods Limited

iv. Category / Sub-Category of the Company Public Company / Limited by SharesCompany

v. Address of the Registered office and contact Details Survey No. 777, Umarsadi Desaiwad Road,at Village Umarsadi, Taluka Pardi,Killa Pardi, Gujarat, 396175Tel. No.: 022 61522020Fax No.: 61522021Email: [email protected]

vi. Whether listed Company Yes

vii. Name, Address and Contact details of Registrar & System Support ServicesTransfer Agents (RTA), if any 209, Shivai Industrial Estate, Near Parke-

Davis, 89 Andheri Kurla Road, Saki Naka,Andheri East, Mumbai, Maharashtra, 400072Tel. : 022-2850 0835Website : www.sysss.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the company shall be stated:

Sr. No. Name and Description of main nic Code of the % to the Total TurnoverProducts /Services Product / Service of the Company

1 Grinding and Processing of Spices 10795 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No. Name and Address CIN/GLN Holding/Subsidiary/ % of Shares Applicableof the company Associate Held Section

Nil


NHC FOODS LIMITED

Shareholding Pattern (Equity Share Capital Break up as percentage of Total Equity)

IV. i) Category - wise Share holdingCategory of No. of shares held at the No. of shares held at the % changeshareholders beginning of the year end of the year during

the yearDemat Physical Total % of Total Demat Physical Total % of Total

shares shares

A. Promote andPromoter Group

(1) Indian

(a) Individuals/ Hindu Undivided Family 65,75,822 – 65,75,822 58.23 7137487 – 7137487 60.21

(b) Central Govt. /State Govt(s) – – – – – – – – –

(c) Bodies Corporate – – – – – – – – –

(d) FinancialInstitutions/ Banks – – – – – – – – –

(e) Any Others (Specify) – – – – – – – – –

Sub – Total (A)(1) 65,75,822 – 65,75,822 58.23 7137487 – 7137487 60.21 1.98

(2) Foreign

(a) Individuals (Non– Residents Individuals/ Foreign Individuals) – – – – – – – – –

(b) Bodies Corporate – – – – – – – – –

(c) Institutions – – – – – – – – –

(d) Any Others (Specify) – – – – – – – – –

Sub Total(A)(2) – – – – – – – – –

Total Shareholding ofPromoter andPromoter Group(A) = (A)(1)+(A)(2) 65,75,822 – 65,75,822 58.23 7137487 – 7137487 60.21 1.98

B.Public shareholding

(1) Institutions

(a) Mutual Funds/ UTI – – – – –

(b) Financial Institutions / Banks 910 – 910 0.01 910 – 910 0.01

(c) Central Govt./ State Govt.(s) – – – – – – – –

(d) Venture Capital Funds – – – – – – – –

(e) Insurance Companies – – – – – – – –

(f) Foreign Institutional Investors – – – – – – – –

(g) Foreign Venture Capital Investors – – – – – – – –

(h) Any Other (specify) – – – – – – – –

Sub–Total (B)(1) 910 – 910 0.01 910 – 910 0.01

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B 2. Non–institutions

(a) Bodies Corporate 597348 5985 603333 5.34 359935 5985 365920 3.09 -2.25

Corporate Client Bene – – –

(b) Individuals

(I) Individuals –i. Individual shareholders holdingnominal share capitalup to Rs 1 lakh 2198531 208690 2407221 21.31 2247050 206555 2453605 20.7 -0.61

(II) Individual share-holders holdingnominal share capitalin excess of Rs. 1 lakh 1425813 – 1425813 12.63 1803931 – 1803931 15.21 2.58

(c) NBFC's Registeredwith RBI – – – – – – – – –

(d) any other (Specify)

Non Resident Indians 244680 35756 280436 2.48 57391 35756 93147 0.79 -1.69

Qualified ForeignInvestors – – – – – – – – –

Clearing Members – – – – – – – – –

Trusts – – – – – – – – –

Foreign Bodies - DR – – – – – – – – –

Sub–Total (B)(2) 4466372 250431 4716803 41.77 4468307 248296 4716603 39.79 -1.98

Total PublicShareholding (B)=(B)(1)+(B)(2) 4467282 250431 4717713 41.77 4469217 248296 4717513 39.79 -1.98

ii) Shareholding of Promoters

Sr. Shareholder’s Shareholding at the Shareholding at the % Change inNo. Name beginning of the year end of the year shareholding

during year

No. of % of % of Shares No. of % of % of SharesShares total Pledged / Shares total Pledged /

Shares encumbered shares encumberedof the to total of the to total

Company Shares Company Shares

1 Alpa Shah 1051435 9.31 N.A. 1051435 8.87 N.A. -0.44

2 Apoorva Shah 3242851 28.71 N.A. 3804316 32.09 N.A. 3.38

3 Apoorva Shah (HUF) 525 0.00 N.A. 525 0.00 N.A. 0.00

4 Hansa Shah 2280486 20.19 N.A. 2280486 19.24 N.A. -0.96

5 Himatlal H. Shah(HUF) 525 0.00 N.A. 525 0.00 N.A. 0.00

6 Apar Apoorva Shah – – N.A. 100 0.00 N.A. 0.00

7 Aneri Apoorva Shah – – N.A. 100 0.00 N.A. 0.00

Total 6575822 58.23 7137487 60.21 1.98


NHC FOODS LIMITED

iii) CHANGE IN PROMOTERS’ SHAREHOLDING

The change in % and numbers of shares is a reflection of and purely on account of the increase in paid-upcapital due to allotment made to Mr. Apoorva Shah on account of Conversion of unsecured loan into EquityShares on preferential basis.

Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. Shareholding at the Cumulative ShareholdingNo. beginning of the year during the year

No. of % of total Shares No. of % of total SharesShares of the Company Shares of the Company

1. Mr. Apoorva Shah 3242851 28.71 3242851 28.71

Allotment of Equity Shares on 561465 3.38account of conversion of unsecuredloan into Equity Shares onpreferential basis on 13th Feb, 2016

At the end of year 3804316 32.09

2. Mrs. Alpa Shah 1051435 9.31 1051435 8.87

Date wise Increase / Decrease inPromoters Share holding during theyear specifying the reasons forincrease / decrease (e.g. allotment/ transfer / bonus / sweat equity etc.)


3. Mrs. Hansa Shah 2280486 20.19 2280486 19.24



4. Himatlal H. Shah (HUF) 525 0.00 525 0.00



5. Mr. Apar Apoorva Shah – – 100 0.00


At the end of year – – 100 0.00

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6. Ms. Aneri Apoorva Shah – – 100 0.00


At the end of year – – 100 0.00

7. Apoorva Shah (HUF) 525 0.00 525 0.00

Date wise Increase/Decrease inPromoters Share holding during theyear specifying the reasons forincrease / decrease (e.g. allotment/ transfer / bonus / sweat equity etc.)


(iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters, and holders of GDRsand ADRs)

Sr. For Each of the Shareholding at the Cumulative ShareholdingNo. Top 10 Shareholders beginning of the year during the year

No. of % of total No. of % of totalShares Shares of the Shares Shares of the

Company Company

1. Mr. Ashvinkumar SelarkaAt the beginning of the year 2,65,000 3.44Sale(-)/ Puchase (+) during As on Benpose No. of Sharesthe year Date (- denotes sale)

07/08/2015 30,000 2,35,000 1.98At the end of the year (or onthe date of Separation, ifseperated during the year) 2,35,000 1.98

2. Mr. Bhaskar B. ShahAt the beginning of the year 1,00,000 1.3Sale(-)/ Puchase (+) during As on Benpose No. of Sharesthe year Date (- denotes sale)At the end of the year (or onthe date of Separation, ifseperated during the year) 1,00,000 0.84

3. Mrs. Sunita ShahAt the beginning of the year 1,00,000 1.3Sale(-)/ Puchase (+) during As on Benpose No. of Sharesthe year Date (- denotes sale)At the end of the year (or onthe date of Separation, ifseperated during the year) 1,00,000 0.84

4. Mr. Dilipkumar AmrutlalDharaniAt the beginning of the year 85,194 1.11

Sale(-)/ Puchase (+) during As on Benpose No. of Sharesthe year Date (- denotes sale)


NHC FOODS LIMITED

11/12/2015 44,506 1,29,700 1.15

08/01/2016 (9,000) 1,20,700 1.07

29/01/2016 (6,000) 1,14,700 1.02

At the end of the year (or onthe date of Separation, ifseperated during the year) 1,14,700 0.97

5. Asmah Sahres and BrokersPvt. Ltd.At the beginning of the year 67,745 0.88Sale(-)/ Puchase (+) during As on Benpose No. of Sharesthe year Date (- denotes sale)At the end of the year (or onthe date of Separation, ifseperated during the year) 67,745 0.57

6. Mr. Hiren Tarachand KaraniAt the beginning of the year 67,000 0.87Sale(-)/ Puchase (+) during As on Benpose No. of Sharesthe year Date (- denotes sale)At the end of the year (or onthe date of Separation, ifseperated during the year) 67,000 0.57

7. Mr. Tarachand Vershi KaraniAt the beginning of the year 67,000 0.87Sale(-)/ Puchase (+) during As on Benpose No. of Sharesthe year Date (- denotes sale)At the end of the year (or onthe date of Separation, ifseperated during the year) 67,000 0.57

8. Mr. Nitin Tarachand KaraniAt the beginning of the year 66,000 0.86Sale(-)/ Puchase (+) during As on Benpose No. of Sharesthe year Date (- denotes sale)At the end of the year (or onthe date of Separation, ifseperated during the year) 66,000 0.56

9. K V S Hari KumarAt the beginning of the year 6,000 0.08Sale(-)/ Puchase (+) during As on Benpose No. of Sharesthe year Date (- denotes sale)

17/04/2015 10000 16000 0.1415/05/2015 8702 24702 0.2229/05/2015 1 24703 0.2605/06/2015 21411 46114 0.4112/06/2015 863 46977 0.4219/06/2015 3023 50000 0.4428/08/2015 5000 55000 0.4922/01/2016 11000 66000 0.5819/02/2016 1000 67000 0.5904/03/2016 2985 69985 0.62

At the end of the year (or onthe date of Separation, ifseperated during the year) 69,985 0.59

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10. Mrs. Jagruti Shaunak ShahAt the beginning of the year 58,200 0.76Sale(-)/ Puchase (+) during As on Benpose No. of Sharesthe year Date (- denotes sale)

At the end of the year (or onthe date of Separation, ifseperated during the year) 58,200 0.49

(v) Shareholding of Directors and Key Managerial Personnel

Sr. For each of the Shareholding at the Cumulative ShareholdingNo. Directors and KMP beginning of the year during the year

No. of % of total No. of % of totalShares Shares of the Shares Shares of the

Company Company

1. Mr. Apoorva Shah

At the beginning of the year 3242851 28.71 3242851 28.71

Date wise Increase/Decrease in Promoters share holding –during the year specifying the reasons increase / fordecrease (e.g. allotment / transfer/ bonus/ sweat equity)

Allotment of Equity Shares on account of conversion ofunsecured loan into Equity on Preferential allotment basis(date of allotment 13.02.02016) 561465 3.38

At the end of the year 3804316 32.09

2. Mrs. Alpa Shah

At the beginning of the year 1051435 9.31

Date wise Increase/Decrease in Promoters share holdingduring the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus / sweat equity)


3. Shri. Hemant Topiwala

At the beginning of the year 1820 0.02 – –



4. Mr. Rajiv Bhatt

At the beginning of the year – – – –


At the end of the year – Nil – Nil


NHC FOODS LIMITED

5. Mr. Ashok Kamath

At the beginning of the year 5 5


At the end of the year 5 5

6. Ms. Suvarnalata Chavan

At the beginning of the year Nil Nil


At the end of the year Nil Nil

V. INDEBTNESS:

Indebtedness of the company including interest outstanding/accrued but not due for payment

Secured Loan Unsecured Deposits Total

Excluding Loans Indebtness

Deposit

Indebtness at the beginning of the

financial year 117482303 50601119 0 168083422

i. Principal Amount as on 31.03.2015 0 0 0

ii. Interest due but not paid 0 0 0

iii. Interest accrued but not due As on 31.03.2015 0 790817 0 0

Total (i+ii+iii) 117482303 51391936 0 168874239

Change in Indebtness during the financial year

Addition 0 0 0 0

Reduction 0 0 0 0

Exchange Difference 0 0 0 0

Net Change 0 0 0 0

Indebtness at the end of the financial year

i. Principal Amount as on 31.03.2016 117482303 51391936 0 168874239

ii. Interest due but not paid 0 0 0 0

iii. Interest Accrued but not due as on 31.03.2016 0 379999 0 0

Total (i+ii+iii) 117482303 51771935 0 169254238

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VI. A. Details of remuneration of Directors and Key Managerial Personnel

Sr. Particulars of Remuneration Name of MD/WTDNo.

Mr. Apoorva Shah Mrs. Alpa Shah Total Amount(Chairman & (Whole-time (Rs.)

Managing Director) Director)

1 Gross Salary

(a) Salary as per provisions contained in

Section 17(1) of the Income Tax Act, 1961 43,10,177 43,10,177

(b) Value of perquisites u/s 17(2) of theIncome Tax Act, 1961 79,353 47,600

(c) Profit in lieu of salary under Section17(3) of the Income Tax Act – –

2 Stock Option – –

3 Sweat Equity – –

4 Commission – –

As % of Profit – –

Others – –

5 Others, Please Specify

Total (A) 43,89,530 43,57,777 87,47,307

Ceiling as per the Act 10% of Ner Profit for all Executive Directors - Managingand Whole-time Directors; 5% Net Profit to any oneManaging or Whole-time Director

B. Remuneration to other directors

Non executive and Independent directors

Particulars of Remuneration Mr. Hemant Topiwala Mr. Rajiv Bhatt Total Amount (Rs)

1. Independent Director (ID)

Fee for attending Board /Committee Meeting – – –

Commission – – –

Others – – –

Total (B)(1) – – –


NHC FOODS LIMITED

iv) Remuneration to key managerial personnel other than MD /WTD:

Sr. Particulars of Remuneration CFO Company TotalSecretary Amount (Rs.)

1 Gross Salary

(a) Salary as per provisions contained inSection 17(1) of the Income Tax Act, 1961 13,96,799 4,32,450

(b) Value of perquisites u/s 17(2) of theIncome Tax Act, 1961 3,507 Nil

(c) Profit in lieu of salary under Section17(3) of the Income Tax Act Nil Nil

2 Stock Option Nil Nil

3 Sweat Equity Nil Nil

4 Commission Nil Nil

As % of Profit Nil Nil

Others Nil Nil

5 Others, Please Specify

Total 14,00,306 4,32,450 18,32,756

(VII) DETAILS OF PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type Section of Brief Details of Authority Appealthe Description Penalty/ [RD/NCLT/ made, if any

Companies Punishment/ Court] (giveAct Compounding details)

fees imposed

A. COMPANY

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

B. DIRECTORS




C. OTHER OFFICERS IN DEFAULT




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NHC FOODS LIMITED

REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 34(3) read with Section C of SCHEDULE V to SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, a Report on Corporate Governance for the year ended 31st March, 2016 ispresented below:

(1) A brief statement on the company’s philosophy on code of governance:

The Company’s philosophy on corporate governance oversees business strategies and ensures fiscalaccountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees,customers, vendors, investors and the society at large.

We, at NHC Foods, ensure that we evolve and follow the corporate governance guidelines and best practices.We consider it our inherent responsibility to disclose timely and accurate information regarding our financialsand performance as well as the leadership and governance of the Company. This approach to value creationemanates from our belief that sound governance system, based on relationship and trust, is integral to creatingenduring value for all.

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“SEBI Listing Regulations”) the Company has executed fresh Listing Agreements with theStock Exchanges.

CORPORATE GOVERNANCE AND ETHICS:

The core of successful management lies in its clarity, vision and implementation of plan. We believes that ifsomething is important enough to be done, it is important that we do it in ethical manner. The essence ofCorporate Governance lies in promoting and maintaining integrity, transparency and accountability in themanagement’s higher echelons. Over the years, we have strengthened governance practices. These practicesdefine the way business is conducted and value is generated.

BOARD OF DIRECTORS:

The Board of Directors has an optimum combination of Executive and Non-Executive Directors with onewoman director and fifty per cent of the Board of Directors comprised of Non-Executive Directors. The Chairmanof the Board is an Executive Director and half of the board of directors is comprised of Independent Directors.The Board meets at least four times a year and more often if Company needs merit additional oversight andguidance. During the financial year 2015-16, the time gap between any two Board Meetings did not exceedone hundred and twenty days. The Board of Directors periodically reviews compliance reports pertaining to alllaws applicable to the Company. All statutory and other matters of significance including information as mentionedin Part A of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 aretabled before the Board to enable it to discharge its responsibility of strategic supervision of the Company.

(a) Composition and category of Directors (e.g. Promoter, Executive, Non-Executive, Independent Non-Executive,Nominee Director - institution represented and whether as lender or as equity investor):

As at 31st March, 2016, the composition of the Board of Directors of the Company was as follows:

Sr. No. Name of the Director Designation Category

1. Mr. Apoorva ShahPromoters

Executive Chairman & Managing Director

2. Mrs. Alpa Shah Whole - Time Director

3. Mr. Rajiv BhattNon-Promoters

Non Executive, Independent

4. Mr. Hemant Topiwala Additional Director (Non-Executive)


NHC FOODS LIMITED

Name of the Number of Board Meetings Whether Number of Number of CommitteeDirector held during the year attended last Directorship Positions held in other Public

2015-16 AGM held on in other Companies*30th Sept., Companies2015

Held Attended Chairman Member

Mr. Apoorva Shah 16 16 ✓ – – –(Chairman &Managing Director)(DIN: 00573184)

Mrs. Alpa Shah 16 16 ✓ – – –(Whole – TimeDirector)(DIN: 00573190)

Mr. Rajiv Bhatt 16 16 ✓ 1 – –Director(DIN: 02320813)

Mr. Hemant 16 7 NA 2 – –TopiwalaDirector(DIN: 00355690)

Mr. Aashish Vyas 16 9 ✓ Resigned from the post of Director onDirector 07th Oct, 2015(DIN: 00929820)(till 07th Oct, 2015)

16 Board Meetings were held during the year and the gap between two meetings did not exceed one hundredand twenty days. The dates on which the said meetings were held:

02.04.2015 08.04.2015 15.05.2015 29.05.2015 05.06.2015

14.07.2015 14.08.2015 15.09.2015 07.10.2015 10.11.2015

14.11.2015 27.11.2015 05.12.2015 04.02.2016 13.02.2016

22.03.2016

*In accordance with the Regulation 26 of the Listing Regulations, membership/ chairmanship of only the AuditCommittee and the Stakeholders’ Relationship Committees in all public companies have been considered for thepurpose of committee positions.

The necessary quorum was present for all the meetings.

(b) Disclosure of relationships between Directors inter-se:

Mrs. Alpa Shah is the spouse of Mr. Apoorva Shah. None of the other directors are related to any other directoron the Board.

(c) Number of shares and convertible instruments held by Non-Executive Directors:

None of the Non – Executive Directors hold shares and convertible instruments in the Company.

(d) Web link where details of familiarisation programmes imparted to Independent Directors is disclosed:

All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company,nature of the industry in which the Company operates, business model of the Company, etc. from time to time.

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The entire Board including Independent Directors has access to Product Heads/ Factory Heads and othercommercial/ technical staff, wherever required for informed decision making. Detailed agenda are sent well inadvance to all the Directors in order for the Board to perform its function and fulfill its role effectively.

The details regarding Independent Directors’ Familiarisation Programmes are given under the ‘CorporateGovernance’ section on the website of the Company and can be accessed at http://www.nhcgroup.com/wpcontent/uploads/2015/01/FAMILIARIZATION-PROGRAM-FOR-INDEPENDENT-DIRECTORS-OF-NHC-FOODS-LIMITED.pdf

(e) None of the Directors on the Board hold directorship in more than 20 (twenty) companies, including 10 (ten)public companies pursuant to the provisions of the Companies Act, 2013. All the Directors have confirmed thatthey do not hold membership of more than 10 (ten) committees and do not act as chairman/chairperson ofmore than 5 (five) committees across all public companies in which they are Directors pursuant to the Regulation26 of the Listing Regulations.

COMPANY’S POLICY ON PROHIBITION OF INSIDER TRADING:

The Company has also formulated a Code of Conduct to Regulate, Monitor, Report Trading by Insiders to deter theinsider trading in the securities of the Company based on the unpublished price sensitive information

The Code envisages procedures to be followed and disclosures to be made while dealing in the securities of theCompany. The full text of the Code is available on the website of Company under ‘Corporate Governance’ section.

SUBSIDIARY:

The Company does not have any Subsidiary Company

RELATED PARTY TRANSACTIONS:

The Board of Directors has approved a Policy on materiality of related party transactions and also on dealing withrelated party transactions.

The Policy is available on the website of the Company under the ‘Corporate Governance’ section.

AUDIT COMMITTEE:

(a) Brief description of terms of reference:

The terms of reference of the Audit Committee are as per the governing provisions of the Companies Act, 2013(section 177) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (specified inPart C of Schedule II), the terms of reference of the Audit Committee, inter-alia, include:

1. Oversight of the Company’s financial reporting processes and the disclosure of its financial information toensure that the financial statement is correct, sufficient and credible.

2. Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

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

a. Matters required to be included in the Director’s Responsibility Statement to be included in theBoard’s Report in terms of section 134(3)(c) of the Act;

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

c. Major accounting entries involving estimates based on the exercise of judgment by Management;


NHC FOODS LIMITED

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

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

f. Disclosure of any related party transactions, if any;

g. Modified opinion(s) in the draft audit report;

5. Reviewing with the Management, the quarterly financial statements before submission to the Board for approval.

6. Reviewing with the Management, the statement of uses / application of funds raised through an issue (publicissue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those statedin the offer document/ prospectus/ notice and the report submitted by the monitoring agency, monitoring theutilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to takeup steps in this matter.

7. Review and monitor the auditor’s independence and performance and effectiveness of audit process.

8. Evaluation of internal financial controls and risk management systems.

9. Reviewing with the Management, performance of statutory and internal auditors, adequacy of the internalcontrol systems

10. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,staffing and seniority of the official heading the department, reporting structure coverage and frequency of theinternal audit.

11. Discussion with the internal auditors on any significant findings and follow up thereon.

12. Reviewing the findings of any internal investigations by the internal auditors into matters where there

13. Discussion with the statutory auditors before the audit commences, about the nature and scope of audit aswell as post-audit discussion to ascertain any area of concern.

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

15. Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of thecandidate.

16. Approval of all transactions with related parties and any subsequent modification of such transactions.

17. Scrutiny of inter-corporate loans and investments.

18. Valuation of undertakings or assets of the Company, wherever it is necessary.

19. Reviewing mandatorily the following information:

a. Management discussion and analysis of financial condition and results of operations.

b. Statement of significant related party transactions, submitted by Management.

c. Management letters / letters of internal control weaknesses issued by the statutory auditors.

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the internal auditor

20. Vigil Mechanism:

a. To ensure establishment of vigil mechanism for its Directors and employees to report genuine concerns.

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b. To provide for adequate safeguards against victimization of persons who use such mechanism and makeprovision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

c. To ensure that the existence of vigil mechanism is appropriately communicated within the Company andalso made available on Company’s website.

d. To oversee the functioning of vigil mechanism and decide on the matters reported thereunder.

e. To ensure that the interests of a person who uses such a mechanism are not prejudicially affected onaccount of such use.

(b) Composition, Name of Members and Chairperson:

The Audit Committee comprises 3 (Three) members consist of Two Independent Non Executive and OneExecutive Director. All members are financially literate and possess sound knowledge of accounts, financeand audit matters. The Company Secretary of the Company acts as Secretary to the Audit Committee. TheInternal Auditors of the Company attend the Meetings of the Audit Committee on invitation of the Chairman ofthe Committee.

Due to Resignation of Mr. Aashish Vyas from the Board on 07th Oct, 2015, the Audit Committee Reconstitutedwhich consist of Mr. Rajiv Bhatt as Chairman of the Committee and Mr. Hemant Topiwala as member of theCommittee.

The Composition of Audit Committee as on 31st March, 2016, is given below:

Sr. No. Name Category Designation

1. Mr. Rajiv Bhatt Non-Executive Independent Director Chairman

2. Mr. Apoorva Shah Managing Director Member

3. Mr. Hemant Topiwala Non-Executive Independent Director Member

(c) Meetings and attendance during the year:

Sr. No. Name of the Director 29th May, 14th August, 14th November, 13th February,2015 2015 2015 2016

1. Mr. Rajiv Bhatt ✓ ✓ ✓ ✓

2. Mr. Apoorva Shah ✓ ✓ ✓ ✓

3. Hemant Topiwala N.A. N.A. ✓ ✓(Appointed as additionalDirector on 07th Oct, 2015)

4. Mr. Aashish Vyas ✓ ✓ N.A. N.A.(till 07th Oct, 205)

Four audit committee meetings were held during the year and the gap between two meetings did not exceedone hundred and twenty days.

The necessary quorum was present for all the meetings.

NOMINATION AND REMUNERATION COMMITTEE:

(a) Brief description of terms of reference:

The terms of reference of the Nomination and Remuneration Committee are as per the governing provisions ofthe Companies Act, 2013 (section 178) and the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (specified in Part D of Schedule II).


NHC FOODS LIMITED

(i) The nomination and remuneration committee of the Company is constituted in line with the provisions ofRegulation 19 of SEBI Listing Regulations, read with Section 178 of the Act.

(ii) The broad terms of reference of the nomination and remuneration committee are as under:

• Recommend to the Board the setup and composition of the Board and its committees, including the“formulation of the criteria for determining qualifications, positive attributes and independence of adirector.” The committee will consider periodically reviewing the composition of the Board with theobjective of achieving an optimum balance of size, skills, independence, knowledge, age, genderand experience

• Recommend to the Board the appointment or reappointment of directors.

• Devise a policy on Board diversity.

• Recommend to the Board appointment of Key Managerial Personnel (“KMP” as defined by the Act)and executive team members of the Company (as defined by this Committee).

• Carry out evaluation of every director’s performance and support the Board and Independent Directorsin evaluation of the performance of the Board, its committees and individual directors. This shallinclude “Formulation of criteria for evaluation of Independent Directors and the Board”. Additionallythe Committee may also oversee the performance review process of the KMP and executive teamof the Company.

• Recommend to the Board the Remuneration Policy for directors, executive team or Key ManagerialPersonnel as well as the rest of the employees

• On an annual basis, recommend to the Board the remuneration payable to the directors and overseethe remuneration to executive team or Key Managerial Personnel of the Company.

• Oversee familiarisation programmes for directors.

• Oversee the Human Resource philosophy, Human Resource and People strategy and HumanResource practices including those for leadership development, rewards and recognition, talentmanagement and succession planning (specifically for the Board, Key Managerial Personnel andexecutive team).

• Performing such other duties and responsibilities as may be consistent with the provisions of thecommittee charter.

(b) Composition, Name of Members and Chairperson:

The Nomination and Remuneration Committee comprises 3 (Three) consist of Two Independent Non Executiveand One Executive Director, the Chairman being Non-Executive and Independent. The Company Secretary ofthe Company acts as Secretary to the Nomination and Remuneration Committee

Due to Resignation of Mr. Aashish Vyas from the Board on 07th Oct, 2015, the Nomination and RemunerationCommittee Reconstituted which consist of Mr. Hemant Topiwala as new member of the Committee.

The Composition of Nomination & Remuneration Committee as on 31st March, 2016, is given below:



2. Mr. Apoorva Shah Managing Director Member


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(c) Meetings and attendance during the year:

10th November, 2015

Meetings and attendance during the year:

Sr. No. Name of the Director 10th November,2015

1. Mr. Rajiv Bhatt ✓

2. Mr. Apoorva Shah ✓

3. Hemant Topiwala (Appointed as additional Director ✓on 07th Oct, 2015)

(d) Independent Directors:

Independent Directors play an important role in the governance process of the Board. They bring to bear theirexpertise and experience on the deliberations of the Board. This enriches the decision making process at theBoard with different points of view and experiences and prevent conflict of interest in the decision makingprocess.

The appointment of the Independent Directors is carried out in a structured manner. The Nomination &Remuneration Committee identifies potential candidates based on certain laid down criteria and takes intoconsideration the diversity of the Board

The independent directors have been appointed for a fixed tenure of five years from their respective date ofappointment has been approved by the Members of the Company.

None of the Independent Directors serve as “Independent Directors” in more than seven listed companies.

The Independent Directors have confirmed that they meet the criteria of independence laid down under the actand the SEBI Regulations.

INDEPENDENT DIRECTORS’ MEETING:

During the year under review, the Independent Directors met on December 17, 2015, inter alia to discuss:

i. Review the performance of Non-Independent Directors and the Board as a whole;

ii. Review the performance of the Chairperson of the Company, taking into account the views of ExecutiveDirectors and Non-Executive Directors;

iii. Assess the quality, quantity and timeliness of flow of information between the Company managementand the Board that is necessary for the Board to effectively and reasonably perform their duties.

All Independent Directors were present at the Meeting. They expressed satisfaction at the robustness of theevaluation process, the Board’s freedom to express view on the Business transacted at the Meetings and theopenness with which the management discussed various subject matters on the agenda of the meetings.Their suggestions were discussed at the Board Meeting and are being implemented to ensure a more robustinteraction at a Board level.

(e) The Company does not have any Employee Stock Option Scheme.

(f) Remuneration Policy:

Remuneration policy in the Company is designed to create a high performance culture. It enables the Companyto attract, retain and motivate employees to achieve results.


NHC FOODS LIMITED

The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) andperformance bonus (variable component) to its Managing Director and the Whole Time Director. Annual incrementsare decided by the Nomination and Remuneration Committee within the salary scale approved by the members.

(g) Details of the Remuneration for the year ended March 31, 2016:

(a) Non – Executive Directors:

Name Commission Sitting Fees

Mr. Rajiv Bhatt – –

Mr. Hemant Topiwala – –

No remuneration and sitting fees for attending Board and Committee Meeting was paid to the Non –executive Directors or Independent Director

Details of equity shares of the Company held by the Directors as on March 31, 2016 are given below:

Name of the Non-Executive Directors No. of Shares held(As on March 31, 2016)

Mr. Rajiv Bhatt Nil

Mr. Hemant Topiwala 1,820

Mr. Apoorva Shah 38,04,316

Mrs. Alpa Shah 10,51,435

Total 48,57,571

POLICY ON NOMINATION, REMOVAL, REMUNERATION AND BOARD DIVERSITY

Pursuant to the requirements of Section 178 of the Act and corresponding provisions contained in Regulation 17 ofthe SEBI Regulations, the Nomination and Remuneration Committee at its meeting held on 12th May, 2015,approved the policy on Nomination, Removal, Remuneration and Board Diversity (‘NR Policy’). The NR Policycovers the following aspects:

• Appointment and removal of Directors, Key Managerial Personnel and employees in Senior Management;

• Remuneration payable to the Directors, Key Managerial Personnel and employees in Senior Management;

• Board Diversity;

• Succession plan for Directors, Key Managerial Personnel and employees in Senior Management and;

• Evaluation of individual Directors, Chairperson of the Board, the Board as a whole and the Committees of theBoard.

Remuneration Philosophy :

Remuneration to Executive Director

The Company’s Board presently consists of two Executive Directors viz. Apoorva Shah, Chairman & ManagingDirector and Alpa Shah, Whole – Time Director. The Nomination & Remuneration Committee comprising of Non –Executive Independent Directors recommend to the Board the remuneration payable to MD and Whole – TimeDirector within the overall limit approved by the Members of the Company.

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NHC FOODS LIMITED

The remuneration payable to the MD and Whole – Time Director comprises of two broad terms – Fixed Remunerationand Variable Remuneration in the form of Performance Bonus.

The remuneration payable to

(b) Managing Director and Whole-time Director :

Name of the Director Salary Benefits Commission ESPSand period of (Rs. Lakh) Perquisites (Rs. Lakh) (Rs. Lakh)appointment and

Allowances(Rs. Lakh)

Mr. Apoorva Shah 43.10 0.79 Nil NilRe-appointed as Chairman &Managing Director for a periodof three years w.e.f. 13thNovember, 2015 to 12thNovember, 2018

Mrs. Alpa Shah 43.10 0.48 Nil NilRe-appointed as Whole-TimeDirector for a periodof three years w.e.f. 14thFebruary, 2016 to 13thFebruary, 2019

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The terms of reference and the ambit of powers of Stakeholders Relationship / Grievance Redressal Committee areas per the governing provisions of the Companies Act, 2013 (section 178) and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 (specified in Part D of Schedule II). The status of membercorrespondences, queries, grievances etc. are endeavoured to be addressed instantaneously by the secretarialdepartment and status thereof is also placed before the Stakeholders Relationship/ Grievance Redressal Committeewhich meets at quarterly intervals.

Terms of Reference:

i. To consider and approve request received for transfers/transmissions of securities of the Company, issue ofduplicate certificates etc;

ii. To consider and redress grievances of the shareholders/investors relating to transfer/transmission/demat/remat of securities, non-receipt of Annual Report, security certificates, dividend, interest, refund orders andany other corporate benefits etc;

iii. To review and monitor compliances under the Listing Regulations;

iv. To report to the Board of Directors on aforesaid matters on periodic basis;

v. To select, engage and approve fees for professional advisors that the Committee may require to carry out theirduties.

(a) Name of Non-Executive Director heading the Committee:

Mr. Rajiv Bhatt is the Chairman of the Committee.


NHC FOODS LIMITED

(b) Meetings of the Committee

During the year 4 meetings of the Stakeholders Relationship Committee were held i.e. on

Sr. No. Name of the Director 29th May, 14th August, 14th November, 13th February,2015 2015 2015 2016

1. Mr. Rajiv Bhatt ✓ ✓ ✓ ✓

2. Mrs. Alpa Shah ✓ ✓ ✓ ✓

3. Mr. Hemant Topiwala N.A. N.A. ✓ ✓

4. Mr. Aashish Vyas ✓ ✓ N.A. N.A

The Composition of Stakeholder Relationship Committee as on 31st March, 2016, is given below:



2. Mrs. Alpa Shah Whole-Time Director Member


Stakeholder Relationship Committee has been empowered to deal with and dispose of the instruments oftransfer of shares in the Company including power to reject transfer of shares in terms of provision of CompaniesAct, 2013, Securities Contract (Regulations), Act, Listing Agreement and the Company’s Article of Associationand take necessary actions as may be required for the purpose and shall consider and resolve the grievancesof shareholders, debenture holders, and other security holders of the Company including complaints related tonon receipt of Balance Sheet etc.

Details of Complaints received and redressed during the year 2015-16 are as follows:

Opening Received during Resolved during ClosingBalance the year the year Balance

Nil 5 5 Nil

All valid requests for share transfer received during the year have been acted upon and no such transfer ispending.

GENERAL BODY MEETINGS:

(a) Location and time, where last three Annual General Meetings held:

Date of AGM Location Time

30th September, 2015 Survey No. 777, Umarsadi Desaiwad Road, Village Umarsadi, 10.00 a.m.Taluka Pardi, District Valsad, Gujarat: 396175



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NHC FOODS LIMITED

(b) Special Resolutions passed in the previous three Annual General Meetings:

Date of AGM Details of Special Resolutions Passed, if any

30th September, 2015 –

30th September, 2014 1. Authorise to Borrow under Section 180(1)(c) of the Companies Act, 2013

2. Authorise to create mortgage and/or charge by way of first and secondcharge on all the immovable and/or movable properties of the Companyunder Section 180(1)(a) of the Companies Act, 2013

3. Approval of revised Remuneration of Mr. Apoorva Shah, Chairman &Managing Director under the provisions of Sections 196, 197, 203 of theCompanies Act, 2013

4. Approval of revised remuneration of Mrs. Alpa Shah, Whole-Time Directorunder the provision of Section 196,197, 203 of the Companies Act, 2013

5. To approve Related Party Transactions under Section 188 of the CompaniesAct, 2013

6. Issue of Equity Shares by way of Qualified Institutional Placement

30th September, 2013 –

(c) Special Resolution passed last year through postal ballot – details of voting pattern and the procedurethereof:During the year, 3 (Three) Special Resolutions and 1 Ordinary Resolution were passed through Postal Balloton 21st January, 2016. The details of voting pattern in respect of all these Ordinary Resolution and SpecialResolutions are mentioned below:

(1) Postal Ballot held on 29th January, 2016:The Board of Directors by its Resolution passed on 05th December, 2015 had appointed Mr. Narayan Parekh,Partner of M/s PRS Associates, Practising Company Secretaries to act as the Scrutinizer for conducting thePostal Ballot. The Company had also offered e-voting facility to its members enabling them to cast their voteselectronically. The Company has signed an agreement with the M/s. Central Depositary Services (I) Limited(CDSL) to enable its members to cast their votes electronically pursuant to Regulation 44 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 and Section 108 of the Companies Act, 2013read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s),enactment(s) or reenactment(s) thereof for the time being in force). The postal ballot process was carried outas per the procedure laid down in terms of Section 110 of the Companies Act, 2013 read with the Companies(Management and Administration) Rules, 2014. Mr. Narayan Parekh, had carried out the scrutiny of all thepostal ballot forms received upto the close of working hours (5 P.M.) on 28th January, 2016 and that he hadsubmitted his Report thereon to the Chairman of the Company. Based on the Scrutinizer’s Report, Mr. ApoorvaShah, Chairman and Managing Director, declared the result of the voting exercise on 29th January, 2016, asfollows:

1. Ordinary Resolution passed for Reclassification of Authorised Share Capital of the Company and Amendmentto the Memorandum of Association

Particualrs No. of Shares No. of Shares Total No. of % of Total Net(through (through Shares Valid VotesE-Voting) Postal Ballot) (in percentage)

Total No. of Votes received 4,20,469 65,80,049 70,00,518 Not Applicable

Less : No. of Invalid Votes 0 0 0

Net Valid Votes 4,20,469 65,80,049 70,00,518

Votes with "Assent" for the Resolution 4,20,469 65,80,039 70,00,508 99.99

Votes with "Dissent" for the Resolution 0 10 10 0.01


NHC FOODS LIMITED

2. Special Resolution for Issue of Equity Shares on Preferential Allotment basis to promoters




Net Valid Votes 4,20,469 65,80,049 70,00,518



3. Special Resolution passed for Re-appointment of Mr. Apoorva Shah, Chairman & Managing Director(DIN: 00573184) for a period of Three years w.e.f. 13th November, 2015 to 12th November, 2018




Net Valid Votes 4,20,469 33,36,148 37,56,617



4. Special Resolution passed for Appointment of Mrs. Alpa Shah (DIN: 00573190) Whole – Time Directorfor a period of Three years w.e.f. 14th February, 2016 to 13th February, 2019




Net Valid Votes 4,20,469 55,28,614 59,49,083



Person who conducted the postal ballot exercise:

Mr. Narayan Parekh, Partner of M/s PRS Associates, Practicing Company Secretaries, Mumbai

PROCEDURE FOR POSTAL BALLOT

In compliance with the Listing Agreement/Listing Regulations, as applicable, Sections 108, 110 and other applicableprovisions of the Companies Act, 2013 (“Act”) read with the related Rules as amended from time to time andSecretarial Standard-2, the Company also provides electronic voting facility to all its members, to enable them tocast their votes electronically. The Company engages the services of Central Depository Services (I) Limited (CDSL)for the purpose of providing e-voting facility to all its members. The members have the option to vote either byphysical ballot or e-voting.

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NHC FOODS LIMITED

The Company dispatches the postal ballot notice and form along with postage prepaid business reply envelope toits members whose names appear on the register of members/list of beneficiaries as on cut-off date. The postalballot notice is sent to members in electronic form to the email addresses registered with the depository participants(in case of demat shareholding) and the Company’s registrar and share transfer agents (in case of physicalshareholding). The Company also publishes a notice in the newspaper declaring the details of completion of dispatchand other requirements as mandated under the Act and applicable Rules made thereunder and Secretarial Standard2 and upload the notice on the website of the Company and of Central Depository Services (I) Limited (CDSL).

Voting rights are reckoned on the paid-up value of the shares registered in the names of the members as on the cut-off date. Members desiring to exercise their votes by physical postal ballot forms are required to return the formsduly completed and signed, to the scrutiniser on or before the close of voting period. Members desiring to exercisetheir votes by electronic mode are required to vote before close of business hours on the last date of e-voting.

The scrutiniser submits his report to the Chairman, Directors or authorised Office of the Company after the completionof scrutiny, and the consolidated results of the voting by postal ballot are then announced by the Chairman/authorizedofficer. The results are also displayed on the website of the Company, besides being communicated to the StockExchanges, Central Depository Services (I) Limited (CDSL) and registrar and share transfer agent. The date ofdeclaration of the results by the Company is deemed to be the date of passing of the resolutions.

SPECIAL RESOLUTION PROPOSED TO BE CONDUCTED THROUGH POSTAL BALLOT:

No Resolution requiring Postal Ballot as required by the Companies (Passing of Resolution by Postal Ballot) Rules,2011, has been placed for Shareholder’s approval at this Annual General Meeting.

EXTRA ORDINARY GENERAL MEETING (EGM)

No Extraordinary General Meeting was held during the period under the reference

COMPLIANCE OFFICER:

The Securities Exchange Board of India (“SEBI”) with the objective of bringing the basic framework governing theregime of Listed Entities in line with the Companies Act, 2013, consolidating and streamlining the existing listingagreements for different segments of the capital market into one single document across various types of securitieslisted on the stock exchanges and at the same time compiling all the mandates of varied SEBI Regulations/Circularsgoverning equity as well as debt segments of capital market under the ambit of a single document, has notified theListing Regulations on September 02, 2015 with effective from December 01, 2015.

In view of the notification of new Listing Regulations, which has replaced the existing Listing Agreement, the Boardof Directors has appointed Ms. Suvarnalata Chavan, the Company Secretary, as the Compliance Officer in compliancewith the Regulation 6 of the Listing Regulations. Ms. Suvarnalata Chavan also acts as a Secretary to the Committeesof the Board. She is responsible for liaising with the investors and regulatory authorities, such as SEBI, StockExchanges, Registrar of Companies, Depositories and RBI to ensure implementation and compliance with laws,rules and regulations and directives of such authorities concerning investor service.

The Company obtains from a Company Secretary in Practice, half-yearly certificate of compliance with the sharetransfer formalities and issue of certificates within prescribed time limit pursuant to provisions of Listing Agreement/Listing Regulations, as applicable and files a copy of the certificate with the Stock Exchanges

MEANS OF COMMUNICATION:

(a) Quarterly results:

The Company publishes limited reviewed un-audited standalone financial results on a quarterly basis. In respectof the fourth quarter, the Company publishes the audited financial results for the complete financial year.

(b) Newspapers wherein results normally published:


NHC FOODS LIMITED

The quarterly/ half-yearly/ annual financial results are published in Financial Express in both English andAhmadabad editions.

(c) Website, where displayed:

The financial results and the official news releases are also placed on the Company’s website www.nhcgroup.comin the ‘Investor Relations’ section.

(d) Official news releases:

Yes, the Company regularly publishes an information update on its financial results and also displays officialnews releases in the ‘Investor Relations’ section under relevant sections.

GENERAL SHAREHOLDER INFORMATION:

(a) Annual General Meeting - date, time and venue: Annual General Meeting (in the Financial Year 2016-17)

Day : Friday

Date : 30th September, 2016

Time : 10.00 a.m.

Venue : Survey No. 777, Umarsadi Desaiwad Road,at Village Umarsadi, Taluka Pardi,District Valsad, Gujarat : 396175

(b) Financial Year:

The Financial Year of the Company starts from 1st April of a year and ends on 31st March of the following year.

The Company’s accounting year comprises of 12 months period from April 01, 2015 to March 31, 2016. Tentativecalendar for financial year ending March 31, 2017:

The tentative dates of Meeting of Board of Directors for consideration of quarterly financial results for thefinancial year ending March 31, 2017 are as follows:

First Quarter Results ended June 30, 2016 On or before August 14, 2016

Second Quarter and Half Yearly Results ended September 30, 2016 On or before November 14, 2016

Third Quarter Results and Nine Months ended December 31, 2016 On or before February 14, 2017

Fourth Quarter and Annual Results for the year ended March 31, 2017 On or before May 30, 2017

(d) Name and address of each Stock Exchange(s) at which the Company securities are listed and aconfirmation about payment of annual listing fee to each of such Stock Exchange(s):

The equity shares of the Company are listed at:

BSE Limited (BSE),

Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai- 400 001

The listing fees for the financial year 2016-17 have been paid by the Company within the stipulated time.

(e) Stock code:

Stock Exchange Scrip Code ISIN

BSE Ltd. 517554 INE141C01028

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(f) Market price data - high, low during each month in last financial year:

Month BSE Ltd.

High Low Volume(No. of Shares)

April 2015 23.00 14.00 559718

May 2015 17.90 15.15 141135

June 2015 16.05 12.65 171404

July 2015 16.65 13.40 169233

August 2015 23.65 14.35 531534

September 2015 17.00 14.15 108036

October 2015 24.75 15.00 464905

November 2015 24.20 16.00 674310

December 2015 21.10 17.20 163649

January 2016 23.00 15.70 215621

February 2016 18.00 12.25 100481

March 2016 17.55 12.30 184976

(Source: BSE Website)

Note: High and low are in rupees per traded share. Volume is the total monthly volume of trade (in numbers) inthe Company’s share on the respective Stock Exchange.

✓ The Equity Shares of the Company has not been suspended from trading by the SEBI and/orStock Exchanges

(g) Performance in comparison to broad-based indices of BSE sensex:

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(h) In case the securities are suspended from trading, the Directors Report shall explain the reason thereof:

Not applicable.

(i) Registrar to an Issue and Share Transfer Agents:

System Support Services, 209,

Shivai Industrial Estate, Near Parke-Davis, 89

Andheri Kurla Road, Saki Naka,

Andheri East, Mumbai - 400072

Email Id: [email protected]

Website: www.sysss.com

(j) Share Transfer System:

Trading in equity shares of the Company through recognized Stock Exchanges can be done only indematerialized form.

In case of shares held in physical form, the transferred share certificates duly endorsed are despatched within15 days from the date of receipt of documents, provided documents are valid and complete in all respects. Incompliance of the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the share transfer system of the Company is audited every six months by a Practicing Company Secretaryand a certificate to that effect is issued by him/her

In case of request for dematerialization of shares, confirmation of dematerialization is sent to the respectivedepository i.e. National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited(CDSL), expeditiously.

(k) Distribution of Shareholding as on 31st March, 2016:

Shareholding of Shareholders % of Total No. of Nominal Value % ofNominal Value of (Numbers) Shareholders Shares (in Rs.) NominalRs. 10/- each Value

Upto 5,000 8014 98.61 2310869 23108690 19.49

5,001 - 10,000 50 0.62 360417 3604170 3.04

10,001 - 20,000 25 0.31 346795 3467950 2.93

20,001 - 30,000 14 0.17 348221 3482210 2.94

30,001 - 40,000 6 0.07 206100 2061000 1.74

40,001 - 50,000 2 0.03 88252 882520 0.74

50,001 - 1,00,000 10 0.12 708409 7084090 5.98

1,00,001 & Above 6 0.07 7485937 74859370 63.15

GRAND TOTAL 8127 100 11855000 118550000 100

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NHC FOODS LIMITED

Ownership Pattern as on 31st March, 2016

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

(A) Shareholding of Promoterand Promoter group

1. Indian 7 7137487 60.21

2. Foreign – – –

Total Shareholding ofPromoter & Promoter group 7 7137487 60.21

(B) Public Shareholding

1. Institutions

Financial Institutions/ Banks 2 910 0.01

2. Bodies Corporate 115 365920 3.09

3. Public and others 8002 4350683 36.69

Total Public Shareholding 8119 4717513 39.79

(C) Shares held by Custodian andagainst which DepositoryReceipts have been issued

1. Promoter and Promoter Group – – –

Public – – –

Total (A) + (B) + (C) 8126 11855000 100

List of Shareholders other than Promoters holding more than 1% as on 31st March, 2016

Sr. No. Name of Shareholder No. of Shares held % of Total Holding

1 Ashvinkumar M. Selarka 2,35,000 1.98

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(l) Dematerialization of shares and liquidity:

The shares of the Company are in compulsory demat segment and are available for trading in the depositorysystems of both the National Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL). As at 31st March, 2016, 1,16,06,704 Equity shares out of 1,18,55,000 Equity Shares of theCompany, forming 63.74% of the Company’s paid-up capital is held in the dematerialized form. Majority ofdemat shares are with National Securities Depository Limited. The status of shares held in demat and physicalformat is given below. The Company’s shares are liquid and actively traded on the BSE.

Particulars As on 31st March, 2016 As on 31st March, 2015

Number of Shares Percentage Number of Shares Percentage

Shares in Demat Form

CDSL 20,07,065 16.93 17,97,814 15.92

NSDL 95,99,639 80.98 92,45,290 81.86

Shares in Physical Form 2,48,296 2.09 2,50,431 2.22

Total 1,18,55,000 100 1,12,93,535 100

(m) Outstanding Global Depository Receipts or American Depository Receipts or Warrants or any convertibleinstruments, conversion and likely impact on equity:

There are no GDRs/ADRs/Warrants outstanding as on 31st March, 2016.

(n) Commodity price risk or foreign exchange risk and hedging activities

As a result of its business and global nature of its operations, NHC Foods is exposed to in particular market riskfrom changes in foreign currency exchange rates and interest rates, while commodity price risks arises fromprocurement. Furthermore, the NHC Foods is exposed to liquidity and country risks relating to its credit andmarket risks.

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NHC FOODS LIMITED

(o) Plant locations:Survey No. 777, Umarsadi Desaiwad Road,Village Umarsadi, Taluka Pardi, ,Valsad ,Gujarat, 396175

(p) Address for Correspondence with the Company:

The Company Secretary

NHC Foods Limited

NHC House, 2/13,

Anand Nagar,

Santacruz (E), Mumbai – 400055

Email id: [email protected]

Website: www.nhcgroup.com

Address for Correspondence with the Registrar and Transfer Agents:

System Support Services,

209, Shivai Industrial Estate,

Near Parke-Davis,

89 Andheri Kurla Road, Saki Naka,

Andheri East, Mumbai – 400072

OTHER DISCLOSURES:

(a) Disclosures on materially significant related party transactions that may have potential conflict with the interestsof the Company:

During the financial year 2015-16, there was no materially significant related party transaction that may havepotential conflict with the interests of the Company at large.

The details of the transactions with the related parties are placed before the Audit Committee on a quarterlybasis in compliance with the provisions of Section 188 of the Companies Act, 2013, Clause 49 of the ListingAgreement with the Stock Exchange and Regulation 23 of the Listing Regulations as applicable. Details ofrelated party transactions are disclosed in the notes to the financial Statement as per Accounting Standard 18.

For reference, the details of related party transactions in accordance with AS–18 are given in Note No. 36 ofOther Notes on Accounts of the Annual Report

(b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange(s)or the board or any statutory authority, on any matter related to capital markets, during the last three years:

The Company has not been penalized, nor have the Stock Exchanges, SEBI or any statutory authority imposedany strictures, during the last three years, on any matter relating to capital markets.

(c) Details of establishment of vigil mechanism, whistle blower policy and affirmation that no personnel has beendenied access to the Audit Committee:

In Compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Company has framed avigil mechanism / Whistle Blower Policy to deal with unethical behaviour, actual or suspected behaviour, actualor suspected fraud or violation of the Company’s Code of conduct or ethics policy, if any.

No person has been denied access to the Audit Committee for any grievance


NHC FOODS LIMITED

(d) Details of compliance with mandatory requirements and adoption of the non mandatory requirements:

The Company has fully complied with the mandatory requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.

(f) Web link where policy on dealing with related party transactions is disclosed:

The policy on dealing with related party transactions is available on the website of the Company under ‘InvestorSection’ in the ‘Corporate Governance’ section and can be accessed at http://www.nhcgroup.com/wp-content/uploads/2015/01/Related-Party-Transaction-policy.pdf

(g) Disclosure of Accounting Treatment:

There is no deviation in following the treatment prescribed in the Accounting Standards in preparation ofFinancial Statements of the Company for the year ended on March 31, 2016.

(h) Certification from CEO and CFO:

The requisite certification from the Chairman & Managing Director (CEO) and Chief Financial Officer (CFO)certifying inter alia that the Financial Statement do not contain any untrue statement and financial statementsrepresent a true and fair view of the Company’s affairs, as required under Listing Agreement/Listing Regulations,as applicable, has been placed before the Board of Directors of the Company, on quarterly and annual basis.

(i) Brief profile and other details, as required under Regulations 36(3) of the Listing Regulations of the Directorretiring by rotation, eligible for re-appointment and proposed to be appointed is given in to the Notice conveningthe 23rd Annual General Meeting of the Company.

DISCLOSURE OF THE EXTENT TO WHICH THE DISCRETIONARY REQUIREMENTS ASSPECIFIED IN PART E OF SCHEDULE II HAVE BEEN ADOPTED:

(a) The Board:

As the Chairman of the Company is an Executive Chairman, hence the provision on entitlement of chairperson’soffice at the expense of the Company in case of a non-executive chairperson is not applicable.

(b) Shareholder Rights: The Company displays its half yearly results along with its quarterly results on its website:www.nhcgroup.com and also publishes the same in widely circulated newspapers. The financial and otherinformation filed by the Company with the Stock Exchanges from time to time are also available on the websitesof the Stock Exchanges i.e BSE Limited (BSE). The Company did not send half yearly results to each householdof the shareholders. In compliance with the Regulation 46 of the Listing Regulations, the Company hasmaintained functional and updated website containing basic information about the Company inter alia detailsof its business, financial information, shareholding pattern, financial Results, various policies of the Company,contact information of the designated officials of the Company who are responsible for assisting and handlinginvestor grievances.

(c) Modified opinion(s) in audit report: The Auditors have raised no qualification on the financial statements.

(d) Separate posts of Chairperson and CEO:

Presently, Shri Apoorva Shah is the Chairman and Managing Director of the Company.

(e) Reporting of Internal Auditor: The Company has appointed Sureka Associates as the Internal Auditors forconducting the internal audit of the Company

DISCLOSURE OF COMPLIANCE OF REGULATION 17 TO 27 AND CLAUSES (B) TO (I) OF SUBREGULATION (2) OF REGULATION 46:

The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clauses(b) to (i) of sub–regulation (2) of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

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DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER STATING THAT THE MEMBERS OFBOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE

WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT.

The Company is committed to conduct its business in accordance with the applicable laws, rules and regulationsand with the highest standards of business ethics. NHC Foods Code of Ethics is intended to provide guidanceand help in recognizing and dealing with ethical issues, mechanisms to report unethical conduct, and to helpfoster a culture of honesty and accountability.

The Board has adopted a Code of Ethics for Directors, Senior Management and other Employees of theCompany.

The Code is available on the website of the Company under the ‘Corporate Governance’ section.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account or unclaimed suspense account.

COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIESREGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

The Certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporategovernance is annexed with the Directors’ Report and forms an integral part of the Annual Report.

DEMATERIALIZATION OF SHARES:

Equity Shares of the Company are under compulsory demat trading segment. Considering the advantages of scripless trading, members are advised to consider dematerialization of their shareholding so as to avoid inconvenienceinvolved in the physical shares such as mutilation, possibility of loss/misplacement, delay in transit etc. and also toensure safe and speedy transaction in securities.

A separate communication in this regard was also sent during the financial year to all those Shareholders of theCompany who have not yet dematerialized their physical share certificates, outlining the procedure fordematerialization and benefits thereof.

TRANSFER / TRANSMISSION / TRANSPOSITION OF SHARES:

The Securities and Exchange Board of India (SEBI), vide its Circular No. MRD/DoP/Cir-05/2009 dated 20th May,2009 and Circular No. MRD/DoP/SE/RTA/Cir-03/2010 dated 7th January, 2010 made it mandatory that a copy ofthe PAN Card is to be furnished to the Company in the following cases:

• registration of physical transfer of shares;

• deletion of name of deceased shareholder(s) where shares are held jointly in the name of two or moreshareholders;

• transmission of shares to the legal heirs where shares are held solely in the name of deceased shareholder;and

• transposition of shares where order of names of shareholders are to be changed in the physical shares heldjointly by two or more shareholders.

Investors, therefore, are requested to furnish the self attested copy of PAN card, at the time of sending the physicalshare certificate(s) to the Company, for affecting any of the above stated requests.

Shareholders are also requested to keep record of their specimen signature before lodgement of shares with theCompany to avoid probability of signature mismatch at a later date.


NHC FOODS LIMITED

CONSOLIDATION OF MULTIPLE FOLIOS:

Shareholder(s) of the Company who have multiple accounts in identical name(s) or holding more than one ShareCertificate in the same name under different Ledger Folio(s) are requested to apply for consolidation of suchFolio(s) and send the relevant Share Certificates to the Company.

NOMINATION FACILITY:

Provision of Section 72 of the Companies Act, 2013 read with rule 19(1) of the rules made thereunder extendsnomination facility to individuals holding shares in the physical form. To help the legal heirs/ successors get theshares transmitted in their favour, shareholder(s) are requested to furnish the particulars of their nomination in theprescribed Nomination Form. Shareholder(s) holding shares in Dematerialized form are requested to register theirnominations directly with their respective DPs.

UPDATE YOUR CORRESPONDENCE ADDRESS / BANK MANDATE / EMAIL ID:

To ensure all communications/ monetary benefits received promptly, all shareholders holding shares in physicalform are requested to notify to the Company, change in their address / bank details / email Id instantly by writtenrequest under the signatures of sole/ first joint holder.

Shareholder(s) holding shares in dematerialized form are requested to notify change in bank details / address /email Id directly with their respective DPs.

QUOTE FOLIO NO. / DP ID NO.:

Shareholders / Beneficial Owners are requested to quote their Folio Nos. / DP ID Nos., as the case may be, in allcorrespondence with the Company. Shareholders are also requested to quote their Email IDs, Contact / Fax numbersfor prompt reply to their correspondence.

GREEN INITIATIVE:

Ministry of Corporate Affairs (“MCA”) had taken a “Green Initiative in Corporate Governance” by allowing paperlesscompliances by the companies through electronic mode. The Companies Act, 2013 has also allowed the Companyto serve notice/documents/Annual Report to its shareholders through electronic mode.

Your Company whole-heartedly appreciates this initiative taken by MCA, being an ardent supporter of pro-environmentcauses. Not only will such a move benefit the environment but will also enhance shareholder experience by enablingthe Company to deliver communications promptly and securely and avoid losses/delays in postal transit. It is a stepin the right direction being efficient both, economically and ergonomically.

As a part of this, the Company will be sending notices/documents such as Annual Reports and notices by e-mail tothe members who have registered their e-mail address. To support this creditable move of the Government, themembers who have not registered their e-mail address, so far, are requested to do so at the earliest, in respect ofdemat holding through their respective Depository Participant (DP) and in respect of physical holding through theRegistrars and Transfer Agents, System Support Services.

We wish to inform you that in addition to receiving the documents through your registered e-mail, you can alsoaccess the same through Company’s website: www.nhcgroup.com. While every notice/document will be sentthrough e-mail address registered with the Company, in case you desire to receive any notice/document in physicalform, please intimate the same by an e-mail to [email protected] and the same shall be sent to youraddress registered with the Company/DP, free of cost.

We solicit your patronage and support in joining hands with the Company to implement the Green Initiative.

For & On behalf of the Board of Directors,

Apoorva Shah(Chairman & Managing Director)

Place: Mumbai Din : 00573184Date: 30th May, 2016

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Declaration signed by the Chief Executive Officer stating that the members of Board of Directors and SeniorManagement Personnel have affirmed compliance with the code of conduct of Board of Directors andSenior Management.

The Company is committed to conduct its business in accordance with the applicable laws, rules and regulationsand with the highest standards of business ethics. NHC Foods’ Code of Ethics is intended to provide guidance andhelp in recognizing and dealing with ethical issues, mechanisms to report unethical conduct, and to help foster aculture of honesty and accountability.

The Board has adopted a Code of Ethics for Directors, Senior Management and other Employees of the Company.

The Code is available on the website of the Company under ‘Investor Section’ in the ‘Corporate Governance’Section and can be accessed at http://www.nhcgroup.com/corporate-governance-2/


NHC FOODS LIMITED

Declaration pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

This is to confirm that the Board of Directors of the Company has laid down a Code of Conduct for its members and

senior management personnel of the Company’s website. It is further confirmed that all the Directors and senior

management personnel of the Company have affirmed compliance with the Code of Conduct of the Company for

the financial year ended 31st March, 2016.

For NHC FOODS LIMITEDApoorva Shah

(Chairman & Managing Director)DIN : 00573184

Place : MumbaiDate: 30th May, 2016

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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 March 31, 2016 as stipulated in regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) ofregulation 46 and paragraph C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“Listing Regulations”) with Stock Exchanges in India.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examinationhas been limited to a review of the procedures and implementation thereof, adopted by the Company for ensuringthe compliance with the conditions of the Corporate Governance as stipulated in the said clause. It is neither anaudit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on therepresentations made by the Directors and the Management, we certify that the Company has complied with theconditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations.

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 Accountants

Firm Registration No. 119850W

Ashok Trivedi(Partner)

Membership No. 042472

Place: Mumbai



NHC FOODS LIMITED

Certification by Chief Executive Officer (CEO) & Chief Financial Officer (CFO)

We, Apoorva Shah, Chairman and Managing Director and Ashok Kamath, Chief Financial Officer of the NHC FoodsLimited, to the best of our knowledge and belief, certify that:

a. We have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2016and that 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 together present a true and fair view of the Company’s affairs and are in compliancewith existing accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during theyear which are fraudulent, illegal or violative of the Company’s code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that wehave evaluated the effectiveness of internal control systems of the Company pertaining to financial reportingand we have disclosed, to the auditors and the Audit Committee, wherever applicable, deficiencies in thedesign or operation of such internal controls, if any, of which we are aware and the steps we have taken orpropose to take to rectify these deficiencies.

d. We have indicated to the auditors and the Audit Committee, wherever applicable,

i. significant changes in internal control over financial reporting during the year;

ii. significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements; and

iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of themanagement or any employee having a significant role in the Company’s internal control system overfinancial reporting.

For NHC Foods Limited For NHC Foods Limited

Apoorva Shah Ashok Kamath(Chairman & Managing Director) (Chief Financial Officer)DIN : 00573184

Place : MumbaiDate : 30/05/2016

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. A Macro view:

FMCGs are one of the most important sectors of an economy and are often referred to as defensives as theycomprise the basic day to day needs of the citizens.

The economic slowdown is far from over. Volatility still exists. Nevertheless, urban demand is looking up andrural demand is expected to follow. In fact, things look brighter for 2016 for reasons than one. There is growingfeeling among many stakeholders in the FMCG Sector that dark clouds around sales growth, of the last fewyears, beginning 2016, is expected.

Other initiatives FMCG players are taking on for FY16-17 are improved digital marketing techniques and usingadvanced tools to analyze consumer’s consumption patterns better. All this is again underpinned by the strategicuse of technology.

According to a recently published TechSci Research report, “India Food Services Market Forecast &Opportunities, 2020”, the food services market in India is expected to expand at a CAGR of over 12 per centthrough 2020, primarily driven by increasing disposable income, changing lifestyle, and changing tastes andpreferences of consumers.

2. Overview of the industry

India, known as the home of spices, boasts a long history of trading with the ancient civilisations of Rome andChina. Today, Indian spices are the most sought-after globally, given their exquisite aroma, texture, taste andmedicinal value. India has the largest domestic market for spices in the world. Traditionally, spices in Indiahave been grown in small land holdings, with organic farming gaining prominence in recent times. India is theworld’s largest producer, consumer and exporter of spices; the country produces about 75 of the 109 varietieslisted by the International Organization for Standardization (ISO) and accounts for half of the global trading inspices.

Key Markets

India commands a formidable position in the world spice trade with the spice exports expected to touch US$3billion by 2016-17

In value terms, India’s spice market grew an average 8.8 per cent annually between 2009–10 and 2014–15(up to December 2014).

About 893,920 tonnes of spices, valued at US$ 2,440.8 million, were exported in 2014–15.

In 2014–15, the US was the major importer, followed by China, Vietnam, the UAE, Malaysia, the UK, Germany,Saudi Arabia ,Thailand and Sri Lanka. Spice exports to the US increased 4.3 per cent to US$ 410.3 million in2014–15 from US$ 393.3 million in 2013–14.

3. Our business

NHC Foods Limited is a Government Recognized Star Export House engaged in the Business of Exports ofWhole & Ground Spices, Lentils, Pulses, Grains, Oil Seeds and various other Agri-products and Assorted FoodProducts.

Currently NHC Foods Limited is Exporting the above-mentioned Commodities 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.

At present NHC Foods Limited is exporting more than 50 types of Whole Spices, Ground Spices, Oil Seeds,Grains, Pulses, Animal Feeds, Dehydrated Foods Products, Assorted Food Products, Ready to Eat FoodProducts to all its Clients world-wide.

NHC Foods Limited has already got its presence in majority of the Spice Importing Countries world-wide like,USA, Canada, Mexico, Brazil, Singapore, Hong Kong, China, Malaysia, Vietnam, Indonesia, Sri Lanka, Pakistan,


NHC FOODS LIMITED

Bangladesh, New Zealand, Zimbabwe, Taiwan, Thailand, Macedonia, Jamaica, Trinidad & Tobago, Mauritius,Spain, Bulgaria, Turkey, Egypt, Jordan, Yemen etc to name a few, but still there is a huge market which can betapped and captured and in this Direction NHC Foods Limited has strengthened its Core Marketing Team whoare utilizing various platforms and marketing tools like sourcing new Clients and markets through online businessplatforms like Alibaba.com which is accessed by a large number of Importers as well as Exporters.

NHC FOODS LTD’S range of Masala’s under its own brand “SAAZ” which are prepared by blending a numberof pure spices (sometimes more than 30) like chilly, turmeric, coriander, pepper, cardamom, cumin, clove, etcin precise proportions imparts a distinct color, aroma, and taste to a dish. Our SAAZ Masala’s & Curry Powdersare prepared especially from recipes passed down by generations thus giving you the same authentic andaromatic pure taste of Indian traditional delicacies. NHC FOODS LTD’S perfect blend of pure spices brings theregions closer by providing the authentic taste of other regional cuisines, in the convenience of a pack, athome.

Future Prospect:

At NHC Foods, we are excited about our mission to constantly transform ourselves into a more consumerfocussed company. NHC Foods has taken vigorous efforts have also been made to create an identity for our‘Standard’ brand

Your Company has a favourable work environment that motivates performance, customer focus and innovationwhile adhering to the highest degree of quality and integrity. Through multiple brands, there has been a consciouseffort to create a different identity for our premium products.

RISK MANAGEMENT AND GOVERNANCE

NHC Foods is committed towards good corporate governance, which promotes the long-term interests of allstakeholders, strengthens Board, create self-accountability across its management and helps built public trustin the Company. The company operates in the Food Processing Sector, which is affected by variety factorslinked to economic development in India and globally which, in turn, also affected global fund flows. Within theorganization, every decision taken is after weighing the pros and cons of such a decision making taking note ofthe risk attributable.

Liquidity risk

NHC Foods Limited from one side have not a comfort of stable demand on its production and is strongly linkedwith volatility of realized incomes and also very often face the seasonal delivery of raw materials for it production.An increase in the level of liquid assets in an enterprise increases both net working capital requirements andthe costs of holding and managing financial liquidity.

Foreign Exchange Risk

The Company being engaged in exports, it derives approximately 90% of its revenue from export sales. Avolatility of the Exchange rates and duties can adversely impact the Company’s exports. The Company managesthis financial risk through foreign exchange planning under the expert guidance of reputed foreign exchangeconsultants.

Market Risk

Our company is exposed to the risk of price fluctuation on the raw materials and finished goods. However,considering the normal correlation in the prices of raw materials and finished goods, the risk is reduced.

Operational risk

Operational risk is the risk associated with our business operations. It encompasses a wide variety of risks,including fraud, legal, financial or environmental issues. Risk management used by the Company to avoidoperational risk. Our Company creating / using standard operating procedures or internal controls for employeesto follow when working in the business.

Interest Rate Risk:

The market is highly competitive with no fiscal barriers and entry of large MNCs into the country with inorganicgrowth strategies. Our Company continues to focus on increasing its market share and taking marketinginitiatives that help create differentiation and provide optimum service to its customers.

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Credit Risk:

The Company has the capability of producing spices and spices products ware to suit the budget and tastes ofcustomers across the globe and hence is optimistic of growth in the both export and domestic market. It alsoenjoys customer loyalty and large percentage of its export business comes from long standing customers.

Employees

Employees are the cornerstone of our Business Success. The Company has a co-operative work culture andthe employees have a strong affinity for Brand NHC Foods. With our strong intellectual strength, deep knowledgebase and wide network of industry relationships, we intend to drive significant growth in the years to come.

We firmly believe that good employee culture translates performance at an individual level to success for theCompany, the industry, clients and to the end users at large.

Infrastructure

We have with us, dependable and sophisticated infrastructure that helps us in quality processing and packagingof our range of Indian Spices. This well equipped infrastructure is spread across a wide area and has separatehulling unit and cleaning unit, which are ISO & HACCP certified. Apart from this unit, we have also developeda packaging unit, which enables us to offer flexible packaging as per the requirements of the clients.

Our infrastructure has following facilities:

• Safety net installed so that no bags drop off when container opens

• Latest Buhler cleaning plant

• Facilities for hygienic packaging

• Z series color Sortex

• Machines for grading

Internal Control System and their adequacy:

The Company’s well defined organization structure, documented policy guidelines, predefined authority levels,and an extensive system of internal controls ensure optimal utilisation and protection of resources, accuratereporting of financial transactions and compliance with applicable laws and regulations. The Company’s internalauditors review business processes and controls. The Audit Committee of the Board then discusses significantfindings and corrective measures initiated.

Financial Performance & Analysis:

The financial performance during the last year has been discussed in the Director’s Report

Industrial Relations:

The industrial relation was harmonious and cordial throughout the year.

Human Resource Strategy:

In NHC Foods, management of Human Resources aligned with the organisation’s intended future direction. Itis concerned with long term people issues and macro concerns about structure, quality, culture, values,commitment and matching resources to future need. HR strategy also involves crisis management. Whenthings go wrong, strategies are required to manage and solve the issue at hand.

DISCLAIMER CLAUSE:

Statements in the Management Discussion and Analysis Report describing the Company’s objectives,projections, estimates, expectations may be “forward-looking statements” within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from those expressed or implied. Importantfactors that could make a difference to the Company’s operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes inthe Government regulations, tax laws and other statutes and incidental factors.


NHC FOODS LIMITED

INDEPENDENT AUDITOR’S REPORT

To,

The Members of

NHC Foods Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of NHC Foods Limited (“the Company”),which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, and the Cash FlowStatement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fairview of the financial position, financial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India, including the Accounting Standards specified under Section 133 of theCompanies Act, 2013, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial control, that were operating effectively for ensuringthe accuracy and completeness of the accounting records, relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement, whether due to fraud orerror.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which arerequired to be included in the audit report under the provision of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal financial control relevant to the Company’s preparation of the financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidstandalone financial statements give the information required by the Act in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India:

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(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) 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, 2016 (“the Order”) issued by the Central Governmentof India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure “A” statement on thematters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far asappears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account;

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of written representations received from the Directors as on March 31, 2016, and taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from beingappointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial control over financial reporting of the Company andthe operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and accordingto the explanation given to us:

i. The company has disclosed the impact of pending litigations on its financial position in its financialstatements – Refer Note 27 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which therewere any material foreseeable losses.

iii. There were no amounts, which were required to be transferred, to the Investor Education andProtection Fund by the Company.

For NGS & Co. LLP,

Chartered Accountants

Firm Registration No. 119850W

Ashok. A Trivedi

(Partner)

Membership No. 042472

Place: Mumbai



NHC FOODS LIMITED

Annexure A to the Independent Auditor's Report(Referred to in Paragraph 1 under the heading of ‘Report on Other Legal and Regulatory Requirementssection in our report of even date’)

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

b. According to the information and explanations given to us, the Fixed Assets have been physically verifiedby the management during the year, no material discrepancies were noticed on such verification withbook records. In our opinion, this periodicity of physical verification is reasonable having regard to thesize of the Company and nature of its assets

c. According to the information and explanations given to us and on the basis of our examination of therecords of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. The management has conducted physical verification of inventory at regular intervals during the year. In ouropinion and according to the information and explanations given to us, the Company is maintaining properrecords of inventory. No material discrepancies were noticed on physical verification.

iii. The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnershipor other parties covered in the register maintained under section 189 of the, Companies Act, 2013. Therefore,paragraph 3 (iii) of the Order is not applicable.

iv. In our opinion and according to the information and explanations given to us and based on our examination ofthe records, the Company has not given any loan, guarantees, security nor made any investment hence, theprovisions of section 185 and 186 of the Act are not attracted in this repects. Therefore, paragraph 3(iv) of theOrder is not applicable.

v. The Company has not accepted any deposits from the public.

vi. The Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148of the Companies Act. Therefore, the paragraph 3(vi) of the Order is not applicable.

vii. a. According to the information and explanations given to us and on the basis of our examination of therecords of the Company is generally regular in depositing with appropriate authority the amounts deducted/accrued in the books of accounting respect of undisputed statutory dues including Profession Tax, ProvidentFund, Employees State Insurance, Income-tax, Service-tax, cess, custom duty, excise duty and otherstatutory dues, as applicable. There are no undisputed amounts payable in respect of income tax, dutyof customs, value added tax, cess and other statutory dues were outstanding as at March 31, 2016, fora period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no dues of income tax, sales tax,service tax, value added tax, customs duty, excise duty and cess which have not been deposited withappropriate authorities on account of any dispute except the following:

Sr. Name of the Nature of the Amount Period to which the Forum Where disputeNo. Statute dues ( In ) amount relates is pending

1. Income Tax, Tax Liability on 5,47,469 FY:1995-1996 ITAT has referred back the case toAct, 1961 Regular Assessment Assessing Officer for further hearings

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

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viii. According to the information and explanations given to us the company has not defaulted in repayment of duesto a financial institution, bank or debenture holders.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debtinstrument) and term loans during the year. Therefore, paragraph 3 (ix) of the Order is not applicable.

x. According to the information and explanations given to us, no material fraud by the company or on the Companyby its officer or employees has been noticed or reported during the course of our audit

xi. According to the information and explanation give to us and based on our examination of the records of theCompany, the Company has paid/provided for managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V of the Act.

xii. In our opinion and according to the information given to us, the Company is not a Nidhi Company. Therefore,paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanation give to us and based on our examination of the records of theCompany, transactions with the related parties are in compliance with sections 177 & 188 of the Act whereapplicable and details have been disclosed in the Financial statements as required by the applicable accountingstandard.

xiv. According to the information and explanation give to us, and based on our examination of the records of thecompany, the company has made issue of equity shares during the year in compliance with the requirementsof section 42 of the Companies Act, 2013 and the amount raised has been used for the purpose for which thefunds were raised.

xv. The company has not entered into any non-cash transactions with the directors or persons connected withhim. Therefore, paragraph 3(xv) of the Order is not applicable.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

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

Ashok TrivediPartnerMembership No. 042472

Place: MumbaiDate: 30th May, 2016


NHC FOODS LIMITED

Annexure B to the Independent Auditor's Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of NHC Foods Limited (“the Company”) asof March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the yearended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based onthe internal control over financial reporting criteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design,implementation and maintenance of adequate internal financial controls that were operating effectively for ensuringthe orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of itsassets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reportingbased on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internalfinancial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operated effectivelyin all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financialcontrols system over financial reporting and their operating effectiveness. Our audit of internal financial controlsover financial reporting included obtaining and understanding of internal financial controls over financial reporting,assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk. The procedures selected depend on the auditor’s judgments, includingthe assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company’s internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition ofthe company’s assets that could have a material effect on the financial statements.

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Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may occur andnot be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to futureperiods are subject to the risk that the internal financial control over financial reporting may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting were operating effectively as at March31, 2016, based on the internal control over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.

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

Ashok TrivediPartnerMembership No. 042472



NHC FOODS LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2016 (Amount in Rs.)

PARTICULARS Note As at As atMarch 31, 2016 March 31, 2015

I. Equity and LiabilitiesShareholders’ FundsShare Capital 2 118,550,000 112,935,350Reserve and Surplus 3 79,318,608 71,431,063

197,868,608 184,366,413Non-Current LiabilitiesLong-Term Borrowings 4 70,092,981 58,889,080Deferred Tax Liability (Net) 5 22,884,178 21,652,415Long-Term Provisions 6 3,711,478 3,116,707

96,688,637 83,658,202Current LiabilitiesShort-Term borrowings 7 78,577,549 80,997,017Trade Payables 8 366,950,093 128,203,398Other Current Liabilities 9 89,689,811 54,010,875Short-Term Provisions 10 605,743 391,281

535,823,197 263,602,570

Total 830,380,443 531,627,185II. Assets

Non-Current AssetsFixed AssetsTangible Assets 11 119,568,359 126,676,243Intangible Assets 11 50,330,495 54,197,648Non Current Investments 12 60,000 60,000Long-Term Loan and Advances 13 13,795,637 14,268,975Other Non Current Assets 14 – 500,000

183,754,491 195,702,866Current AssetsCurrent Investments 15 60,000 60,000Inventories 16 168,589,915 193,703,741Trade Receivables 17 396,559,543 57,380,147Cash and Bank Balances 18 40,947,975 38,033,816Short-Term Loans and Advances 19 12,671,441 12,512,025Other Current Assets 20 27,797,078 34,234,591

646,625,953 335,924,320

Total 830,380,443 531,627,185

III. See accompanying Notes to Accounts formingpart of the Financial Statements 1-42

As per our report of even date attached

For NGS & CO., LLP For and behalf of the Board of Directors,Chartered AccountantsFirm Reg. No. : 119850WASHOK A. TRIVEDI Apoorva Shah Alpa Shah(Partner) Chairman & Managing Director Whole Time DirectorM. No. 042472 DIN: 00573184 DIN: 00573190

Place: Mumbai Ashok Kamath Suvarnalata ChavanDate: 30th May, 2016 Chief Financial Officer CS & Compliance Officer

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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31ST, 2016(Amount in )

PARTICULARS Note 2015-16 2014-15

I. RevenueRevenue from operations 21 1,527,059,231 1,472,914,842Other Income 22 6,911,575 9,066,522

Total Revenue 1,533,970,806 1,481,981,364

II. ExpensesCost of Materials Consumed 54,452,893 22,132,337Purchase of Traded Goods 1,205,868,601 1,263,666,316Changes in inventories of Finished goods, Workin progress and Traded Goods 23 22,960,384 (75,299,785)Employee Benefits Expense 24 32,577,307 31,303,028Finance Cost 25 21,851,031 24,168,808Depreciation and Amortisation Expenses 11 11,975,350 11,949,765Other Expenses 26 179,509,426 189,812,750

Total 1,529,194,991 1,467,733,219

Profit Before Tax 4,775,815 14,248,145

Tax Expenses

Current Tax 937,332 2,910,000

Less: MAT Receivable 499,479 981,000

Less: Tax paid/ adjustment of earlier years 47,252 157,034

Less : Deferred Tax 1,231,763 337,009

Profit After Tax 3,058,946 11,825,102

Balance carried to Balance Sheet 3,058,946 11,825,102

Earnings Per Equity Share of Face Value of Rs. 10/-

each

Basic Earnings per share ( ) 0.27 1.45

Diluted Earnings per share ( ) 0.27 1.45

See accompanying Notes to Accounts forming part

of the Financial Statements 1-42


For NGS & CO., LLP For and behalf of the Board of Directors,Chartered AccountantsFirm Reg. No. : 119850WASHOK A. TRIVEDI Apoorva Shah Alpa Shah(Partner) Chairman & Managing Director Whole Time DirectorM. No. 042472 DIN: 00573184 DIN: 00573190

Place: Mumbai Ashok Kamath Suvarnalata ChavanDate: 30th May, 2016 Chief Financial Officer CS & Compliance Officer


NHC FOODS LIMITED

NOTES TO ACCOUNTS FORMING PART OF THE FINANCIAL STATEMENTS FORTHE YEAR ENDED MARCH 31, 20161 Significant Accounting Policies

1.1 Basis of Accounting

Financial statements have been prepared in accordance with Generally Accepted Accounting Principles inIndia (Indian GAAP) under the historical cost convention on an accrual basis in compliance with all materialaspects of the Accounting Standards (AS) specified under Section 133 of the Companies Act, 2013 read withRule 7 of the Companies (Accounts) Rules, 2014.

1.2 Use of Estimates

Preparation of financial statements in conformity with Indian GAAP 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 year. Although these estimates are based onthe management’s best knowledge of current events and actions, uncertainty about these assumptions andestimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets orliabilities in future periods.

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.

Intangible assets are stated at acquisition cost, net of accumulated amortization and accumulated impairmentlosses, if any.

1.4 Depreciation and Amortization

Depreciation on tangible assets is provided on Straight line method at the rates and in the manner prescribedunder Schedule II of the Companies Act, 2013.

Goodwill on amalgamation is amortized over a period of 20 years as per the approved court scheme.

Fixed assets, individually costing less than Rs. 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 in

which 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 recognised 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 Taxation

Provision for current tax is made on the basis of estimated taxable income for the current accounting year inaccordance with the Income-Tax Act, 1961.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off therecognized amounts, and there is an intention to settle the asset and the liability on a net basis.

The deferred tax for timing differences between the book and tax profits for the year is accounted for, using thetax rates and laws that have been substantively enacted as of the Balance Sheet date. Deferred tax assetsarising from timing differences are recognized to the extent there is reasonable certainty that these would berealized in future.

The carrying amount of deferred tax assets are reviewed at each Balance Sheet date. The Company writesdown the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain thatsufficient future taxable income will be available against which deferred tax asset can be realized. Any suchwrite-down is reversed to the extent that it becomes reasonably certain that sufficient future taxable income willbe available. In case of unabsorbed losses and unabsorbed depreciation deferred tax assets thereon arerecognized only if there is virtual certainty supported by convincing evidence that they can be realized againstfuture taxable profit. At each Balance Sheet date, the Company reassesses the unrecognized deferred taxassets.

Minimum alternate tax (MAT) credit is recognized as an asset only when and to the extent there is convincingevidence that the Company will pay normal Income Tax during the specified period in the year, in which theMAT credit becomes eligible to be recognized as an asset in accordance with the recommendations containedin the Guidance Note issued by the ICAI, the said asset is created by way of a credit to the Statement of Profitand Loss and shows as MAT Credit Entitlement. The Company reviews the same at each Balance Sheet dateand writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincingevidence to the effect that the Company will pay normal Income Tax during the specified period.

1.10 Employee Benefits

Defined Contribution Plan:

Retirement benefits in the form of Provident Fund are a defined contribution scheme and the contributions arecharged to the statement of Profit and Loss of the year 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 year in which the employee has rendered services. The expense is recognized at the


NHC FOODS LIMITED

present 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.

1.11 Foreign Currency Transactions

Transactions in foreign currencies are accounted at the prevailing rates of exchange at the date of transaction.Monetary items denominated in foreign currencies, are restated at the prevailing rates of exchange at theBalance Sheet date. All gains and iosses arising out of fluctuations in exchange rates are accounted for in theStatement of Profit and Loss.

Exchange differenced on forward exchange contracts, entered into for hedging foreign exchange fluctuationrisk in respect of an underlying asset/liability are recognized in the Statement of Profit and Loss in the reportingperiod in which the exchange rate changes. Premium/Discount on forward exchange contracts are recognizedas an expense/income over the life of the contract.

1.12 Inventories

Raw materials, Stores and spares and packing materials are valued at lower of cost and net realizable value.

However, these items are considered to be realizable at cost if the finished products, in which they will be used,are expected to be sold at or above cost.

Work-in-progress, finished goods and stock-in-trade are valued at lower of cost and net realizable value.Finished goods and Work-in-progress include costs of conversion and other costs incurred in bringing theinventories to their present location and condition. Cost of inventories is calculated on FIFO basis.

1.13 Capital Issue/Preliminary and Pre-Operative Expense

These 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, 2016 March 31, 2015

Authorised2,40,00,000 Equity Shares of 10 each/- 240,000,000 185,000,00055,00,000 0% Optionally Convertible RedeemablePreference share of 10/- each – 55,000,000

240,000,000 240,000,000Issued ,Subscribed and Fully Paid-up11,855,000 (2015 : 11,293,535) Equity Shares of 10/- each fully paid 118,550,000 112,935,350

118,550,000 112,935,350

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a) Reconciliation of number of shares and amount outstanding at the beginning and at the end of the reporting year:

Particulars As at March 31, 2016 As at March 31, 2016 As at March 31, 2015 As at March 31, 2015

Number of Shares Amount Number of Shares Amount

Equity Share CapitalAt the beginning of the year 1,12,93,535 11,29,35,350 76,97,135 7,69,71,350Add :- Issued during the yearOn conversion of unsecured Loan 5,61,465 56,14,650 – –On Conversion of Preference Shares – – 35,96,400 3,59,64,000

At the end of the year 11,855,000 118,550,000 1,12,93,535 11,29,35,350

0% Optionally Convertible Number of Shares Amount Number of Shares AmountRedeemable Preference Share

At the beginning of the year – – 35,96,400 3,59,64,000Less :- Converted into equityshares during the year – – 35,96,400 3,59,64,000

At the end of the year – – – –

(b) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder ofequity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees.The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the AnnualGeneral meeting.

In the event 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.

(c) The Company does not have a holding company.

(d) Details of Share holders holding more that 5% shares in the company.

Name of Shareholder As at March 31, 2016 As at March 31, 2015

No. of Shares % of holding No. of Shares % of holding

Equity SharesAlpa Shah 10,51,435 8.87% 10,51,435 9.31%Apoorva Himatlal Shah 38,04,316 32.09% 32,42,851 28.71%Hansa Himatlal Shah 22,80,486 19.24% 22,80,486 20.19%

Note 3:

Reserve & Surplus As at March 31, 2016 As at March 31, 2015

Securities Premium Reserve 1,26,00,000 1,26,00,000Add: Received During the Year 48,28,599

1,74,28,599 1,26,00,000

Surplus in the Statement of Profit and LossOpening Balance 5,88,31,063 4,86,74,104Add: Profit for the year 30,58,946 1,18,25,102Less : Adjustment for depreciation pursuant toSchedule II of the Companies Act, 2013 – 16,68,143

6,18,90,009 5,88,31,063

Total 7,93,18,608 7,14,31,063


NHC FOODS LIMITED

Note 4:Long Term Borrowings As at March 31, 2016 As at March 31, 2015

SecuredTerm Loan from banks 1,49,98,938 2,25,30,805UnsecuredFrom Bank – 15,42,800From others

Related Parties 327,94,000 29,881,941

Other 2,23,00,043 4,933,534

Total 7,00,92,981 5,88,89,080

(i) Term loan from bank is secured by Equitable Mortgage of land and building, plant and machinery, andpersonal guarantee of directors; carries rate of interest of LIBOR + 4.95% and is repayable in 2016-17

84,35,347; 2017-18 85,15,010; 2018-19 54,02,860; 2019-2020 5,85,246.

(ii) Unsecured loans from others carries rate of interest of 18-19% and is repayable in 2016-17 88,07,552,in 2017-18 1,03,67,705, in year 2018-19 71,62,242 and 2019-20 in 48,50,926.

(iii) Loans and advances from related party carries interest rate of 9% p.a. and is repayable in 2016-17 2,16,70,948 and in 2017-18 3,27,94,000

Note 5: Deferred Tax Liability (Net)

Particulars As at March 31, 2016 As at March 31, 2015

Deferred Tax LiabilityOn Fixed Assets 2,41,58,452 2,27,75,988

2,41,58,452 2,27,75,988Deferred Tax AssetDisallowances under Income Tax Act, 1961 12,74,274 11,23,573

Total 12,74,274 11,23,573

Deferred Tax Liability (Net) 2,28,84,178 2,16,52,415

Note 6:

Long Term Provisions As at March 31, 2016 As at March 31, 2015

Provision for Gratuity 37,11,478 31,16,707

Total 37,11,478 31,16,707

Note 7:

Short Term Borrowings As at March 31, 2016 As at March 31, 2015SecuredWorking Capital Borrowings from Bank 7,75,77,549 7,99,97,017UnsecuredOther Loans 10,00,000 10,00,000

Total 7,85,77,549 8,09,97,017

(i) Working Capital Borrowings from Banks is secured against stock-in-trade, receivables and EquitableMortgage of immovable property as collateral and Guarantee by Directors and their Relatives. Itincludes Packing Credit carrying rate of interest Libor + 2.5% p.a.

(ii) Other loans carries rate of interest 15% p.a.

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Note 8:

Trade Payables As at March 31, 2016 As at March 31, 2015

Trade Payables (Refer Note 29) 36,69,50,093 12,82,03,398

Total 36,69,50,093 12,82,03,398

Note 9:

Other Current Liabilities As at March 31, 2016 As at March 31, 2015

Current Maturities of Long-Term Debts 4,20,37,527 2,81,97,326

Interest Accrued but not due on borrowings 3,79,999 7,90,817

Advances From Customers 4,24,40,661 1,84,78,738

Other payables* 48,31,624 6,543,994

Total 8,96,89,811 540,10,875

*includes statutory dues payable

Note 10:

Short Term Provisions As at March 31, 2016 As at March 31, 2015

Provision for Gratuity 4,12,387 3,46,301

Provision for Tax (Net of Advance Tax) 1,93,356 44,980

Total 6,05,743 3,91,281

Note 11 : FIXED ASSETS

a) TANGIBLE ASSETS (Amount in )

Gross Block Depreciation Net Block

Descriptions As on Additions Deductions As At As at For the Adjustment Amount As at As at As atApr 1, March 31, Apr 1, Year transferred March 31, March 31, March 31,2015 2016 2015 to reserves 2016 2016 2015

Freehold land 21,18,910 – – 21,18,910 – – – – – 21,18,910 21,18,910Factory Building 7,36,23,682 7,36,23,682 1,17,22,927 23,28,589 1,40,51,516 5,95,72,166 61,900,755Office Premises 3,16,35,000 3,16,35,000 25,27,133 5,01,272 30,28,405 2,86,06,595 29,107,867Machinery 2,24,55,585 8,65,289 2,33,20,874 58,00,023 15,18,499 73,18,521 1,60,02,353 16,655,562Furniture 64,58,933 64,58,933 32,08,302 4,65,279 36,73,580 27,85,353 3,250,631Vehicles 88,00,555 88,00,555 26,92,537 12,15,540 39,08,077 48,92,478 6,108,018Office Equipment 34,43,556 40,000 34,83,556 15,54,851 7,80,812 23,35,662 11,47,894 1,888,705Computer 22,79,917 95,024 23,74,941 17,16,443 3,92,788 21,09,231 2,65,710 563,474Electrical Fittings 71,76,866 71,76,866 20,94,546 9,05,419 29,99,965 41,76,901 5,082,320

Total (A) 15,79,93,004 10,00,313 – 15,89,93,317 3,13,16,761 81,08,197 – – 3,94,24,958 11,95,68,359 126,676,243

b) INTANGIBLE ASSETS(Amount in )

Gross Block Depreciation Net Block Descriptions As on Additions Deductions As At As at For the Adjustment Amount As at As at As at

Apr 1, March 31, Apr 1, Year transferred March 31, March 31, March 31,2015 2016 2015 to reserves 2016 2016 2015

Goodwill onAmalgamation 7,73,43,053 – – 7,73,43,053 2,31,45,405 38,67,153 – – 2,70,12,558 5,03,30,495 54,197,648

Total (B) 7,73,43,053 – – 7,73,43,053 2,31,45,405 38,67,153 – – 2,70,12,558 5,03,30,495 54,197,648 Total (A+B) 23,53,36,057 10,00,313 – 23,63,36,370 5,44,62,166 1,19,75,350 – – 6,64,37,516 16,98,98,854 180,873,891 Prev. Year 230,380,741 58,51,364 8,96,048 23,53,36,057 3,13,02,204 1,00,49,028 4,66,901 16,68,143 5,05,95,014 180,873,891 189,069,581


NHC FOODS LIMITED

Note 12:

Non Current Investments As at March 31, 2016 As at March 31, 2015

Non – trade InvestmentIn Government and Other SecuritiesUnquotedNational Saving Certificates* 60,000 60,000

Aggregate amount of unquoted investments 60,000 60,000

* Under lien with Sales Tax Department

Note 13:

Long-Term Loans & Advances As at March 31, 2016 As at March 31, 2015

(Unsecured, considered goods)

Minimum Alternate Tax Credit Entitlement 1,18,99,403 1,13,99,924

Less : Current tax – –

1,18,99,403 1,13,99,924

Security Deposits 11,52,221 8,51,621

Advance Income tax (Net of provision for income tax) 5,12,015 18,30,418

Loans to Employees 2,31,998 1,87,012

Total 1,37,95,637 1,42,68,975

Note 14:

Other Non-Current Assets As at March 31, 2016 As at March 31, 2015

Earnmarked Fixed deposits with Bank – 5,00,000

Total – 5,00,000

Note 15:

Current Investments As at March 31, 2016 As at March 31, 2015

Non - Trade InvestmentsIn Government and Other SecuritiesUnquotedNational Saving Certificates * 60,000 60,000

Total 60,000 60,000

*Under lien with Sales Tax Department

Note 16:

Inventories As at March 31, 2016 As at March 31, 2015

Raw Material 28,87,852 24,46,523

Work in Progress 24,77,669 32,24,999

Packing material 44,97,630 70,92,400

Finished Goods 21,60,548 28,62,788

Stock in Trade 15,65,66,217 17,80,77,031

Total 16,85,89,915 19,37,03,741

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Note 17:

Trade Receivable As at March 31, 2016 As at March 31, 2015

(Unsecured)

Outstanding for a period more than six months fromthe date for paymentConsidered Good 2,40,15,778 70,65,088Considered Doubtful – 12,11,344Less: Provision for Doubtful Debts – 12,11,344

2,40,15,778 70,65,088

Other debts Considered good 37,25,43,765 5,03,15,059

37,25,43,765 5,03,15,059

Total 39,65,59,543 57,38,0147

Note 18:

Cash and Bank Balance As at March 31, 2016 As at March 31, 2015

Cash and Cash equivalentsBalance with banksIn current account 3,71,39,831 3,65,50,212

Cash in hand 28,40,383 10,15,843

3,99,80,214 3,75,66,055Other bank balances

Earmarked Fixed Deposits with maturity more than3 months but less than 12 months 9,67,761 4,67,761

Total 4,09,47,975 3,80,33,816

Note 19:

Short Term Loans and Advances As at March 31, 2016 As at March 31, 2015

(Unsecured, Considered good)Loans To Employees 22,40,791 3,50,192Security Deposits 2,57,050 10,37,732Advance Given to Suppliers 54,67,845 47,22,345Prepaid Expenses 15,75,882 11,50,309Deduction of Income tax(Net of provision for income tax) 3,91,103 –

Other Loans and Advances* 27,38,771 52,51,447

Total 1,26,71,441 1,25,12,025

*include indirect taxes receivable

Note 20:

Other Current Assets As at March 31, 2016 As at March 31, 2015

Interest receivable 4,76,996 3,71,938

Export incentives receivable 2,73,20,082 3,38,62,653

Total 2,77,97,078 3,42,34,591


NHC FOODS LIMITED

Note 21:

Revenue from operation As at March 31, 2016 As at March 31, 2015

Sale of Ready to eat and Bulk Agri items 1,49,84,69,858 1,43,32,89,043

Other Operating Revenues

Export Incentives 2,85,89,373 3,96,25,799

Total 1,52,70,59,231 1,47,29,14,842

Note 22:

Other Income As at March 31, 2016 As at March 31, 2015

Interest Income

On non current investments 6,555 17,563

On Income Tax Refund 2,71,642 –

On Others 44,24,478 55,97,355

Profit on Sale of Assets – 65,939

Other non-operating income 22,08,900 33,85,665

Total 69,11,575 90,66,522

Note 23:

Changes in inventories of finished goods, As at March 31, 2016 As at March 31, 2015work-in-progress and stock-in-trade

Closing InventoriesWork in progress 24,77,669 32,24,999Finished goods 21,60,548 28,62,788Stock in Trade 15,65,66,217 17,80,77,031

16,12,04,434 18,41,64,818Opening Inventories

Work in progress 32,24,999 4,50,072

Finished goods 28,62,788 10,69,242

Stock in Trade 17,80,77,031 10,73,45,719

(Increase) / Decrease 2,29,60,384 (7,52,99,785)

Note 24:

Employee Benefit Expense As at March 31, 2016 As at March 31, 2015

Salaries, Wages and Bonus 2,99,37,601 2,90,96,227

Contribution to Provident and Other funds 20,93,312 17,40,827

Staff Welfare Expenses 5,46,394 4,65,974

Total 3,25,77,307 3,13,03,028

Note 25:

Finance Cost As at March 31, 2016 As at March 31, 2015

Interest Expense 1,65,49,588 1,81,06,905

Other Borrowing Costs 53,01,443 60,61,903

Total 2,18,51,031 2,41,68,808

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Note 26:

Other Expenses As at March 31, 2016 As at March 31, 2015

Packing Material Consumed 95,16,238 78,51,372Transportation 10,32,72,626 11,78,88,456Travelling Expenses 26,83,010 20,84,599Bad debts 21,15,135 17,11,905Sales promotion expenses 1,60,33,204 1,51,96,177Sundry Balance written off 7,98,196 5,410Electricity 17,13,672 14,94,607Legal and Professional Fees 17,23,264 28,68,462Repairs and Maintenance

Machineries 5,57,763 3,74,131Others 18,81,234 11,85,263

Rent 35,72,119 33,33,120Rates and Taxes 16,90,563 9,21,254Audit Remuneration

Statutory Audit Fees 3,25,000 3,03,372Other services 4,33,676 3,89,596

Exchange Fluctuation Loss (Net) 1,07,62,449 5,98,251Insurance 32,08,405 52,58,922Late Fees for Statutory Dues - 3,73,269Prior Period Expenses 78,254 35,944Profession tax(Company) 2,500 2,500Donations 74,500 17,756Miscellaneous Expenses 1,90,67,619 2,79,18,386

Total 17,95,09,426 18,98,12,752

Note 27: Contingent Liabilities not provided for :(Amount in )


A. Bill discounted and outstanding 12,01,11,824 9,04,73,727

B. Bank Certificate for cancelled guarantee – –

C. Disputed Demands Outstanding:*

Income Tax 5,47,469 5,47,469

Excise Duty 2,26,871 2,26,871

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

28 Estimated amount of contracts remaining to be executed on capital account and not provided for (net ofadvances) Nil (2015: Nil)

29 There are no Micro, Small and Medium Enterprises, to whom the Company over dues which are outstandingfor more than 45 days as at March 31, 2016 and no interest payment during the year to any Micro, Small andMedium Enterprises. This information as required to be disclosed under the Micro, Small and Medium EnterprisesDevelopment Act, 2006 has been determined to the extent such parties have been identified on the basis ofinformation available with the Company. This has been relied upon by the auditors.


NHC FOODS LIMITED

30 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 (Amount in )


Segment Revenue- External Turnover

• Within India 55,53,57,388 15,41,98,036

• Outside India 97,17,01,843 127,90,91,007

Total Revenue 152,70,59,231 143,32,89,043

Segment Assets

• Within India 69,98,44,816 44,38,81,082

• Outside India 13,05,35,627 8,77,46,103

Total Assets 83,03,80,443 53,16,27,185

Segment Liability

• Within India 59,00,71,173 32,59,87,968

• Outside India 4,24,40,661 2,12,72,805

Total Liability 63,25,11,834 34,72,60,773

Capital Expenditure

• Within India 10,00,313 58,51,364

• Outside India – –

10,00,313 58,51,364

31. (i) Details of Sales of Goods(Amount in )


Manufactured Goods :

Ready to eat spices 7,07,26,066 4,92,97,837

Traded Goods :

Chilly 12,92,55,578 15,16,07,785Cumin Seeds 8,26,83,858 17,43,51,800Maize 44,41,48,134 42,56,24,089Juvar 7,37,35,397 2,51,91,368Turmeric Finger 12,43,79,932 5,05,02,292Others 57,35,40,893 55,67,13,971

Total 1,49,84,69,858 1,43,32,89,043

(ii) Details of Raw Materials consumed:(Amount in )


Spices 5,44,52,893 2,21,32,337

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(iii) Details of Purchase of trade goods:(Amount in )


Chilly 11,05,71,045 14,25,38,447Cumin Seeds 9,47,59,263 24,11,34,947Maize 34,74,55,500 33,23,54,184Juvar 5,92,12,886 2,65,78,878Turmeric Finger 10,54,72,582 4,94,00,299Others 48,83,97,325 47,16,59,561

Total 1,20,58,68,601 1,26,36,66,316

(iv) Details of Inventories:(Amount in )


Manufactured Goods:Ready to eat spices 1,20,23,698 1,57,44,980

Traded Goods:Chilly 2,88,52,398 2,78,07,257Cumin Seeds 2,41,54,993 56,39,125Maize 3,99,71,982 3,92,82,752Juvar 25,58,924 55,87,466Turmeric Finger 13,77,623 97,10,368Others 5,96,50,297 8,99,31,792

Total 16,85,89,915 19,37,03,740

32. Disclosure pursuant to Accounting Standard 20 - Earnings per Share

Particulars As at As atMarch 31, 2016 March 31, 2015

(i) Profit after tax 30,58,946 11,825,102

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

(iii) Weighted Average Number of Ordinary Shares (No’s) 1,13,67,170 8,130,674

(iv) Weighted Average Number of Diluted Share ( No’s) 1,13,67,170 8,130,674

(v) Basic Earnings per Ordinary Shares ( ) 0.27 1.45

(vi) Diluted earning per Share ( ) 0.27 1.45

33 Leases

The Company has entered into operating lease arrangements for premises. The future minimum lease rentalobligations under non-cancellable operating lease is Nil (2015 : Nil).

34 As of balance sheet date, the company has net foreign currency exposures (In USD) that are not hedged byderivative instruments or otherwise amounting to Nil (2015: NIL).


NHC FOODS LIMITED

35 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 – Managing Director

Mrs. Alpa A. Shah – Whole time Director

Related party to Key Management Personnel

Miss. Aneri Shah (Daughter of Alpa and Apoorva Shah)

Company over which key management personnel are able to exercise significant influence

NHC Overseas Private Limited (Formerly known as NHC Mercantile Pvt. Ltd.)

b) Transaction with related Parties (Amount in )

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

is able to exercise Managementsignificant influence Personnel

1. Loan Taken 4,46,50,000 – –(3,67,00,000) (1,30,00,000) –

2. Repayment of Loans taken 2,28,61,807 4,85,872(1,27,56,016) (3,66,51,543)

3. Remuneration 86,20,354 – 4,55,000(84,50,900) (–)

4. Interest on Loan 27,94,815 – –(–) (12,25,000)

Balance as on March 31, 20165. Payable 5,51,48,182 – –

(3,10,01,293) (4,85,872)

(Figures in bracket relates to last year)

c) Disclosure in respect of material Related Party Transactions during the year:

(i) Loan Taken includes from Mr.Apoorva H. Shah . 4,46,50,000 (2015: 3,67,00,000).

(ii) Repayment of Loans taken includes to Mr.Apoorva H. Shah 2,28,61,807 (2015: 1,27,56,016).

(iii) Remuneration includes to Mr. Apoorva H. Shah 43,10,177 (2015: 42,25,450) and to Mrs. AlpaA. Shah 43,10,177 (2015: 42,25,450).

(iv) Remuneration includes to Miss. Aneri A. Shah 4,55,000 (2015: NIL).

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36. 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)

2015-16 2014-15

Present Value of the Obligation as at the beginning of the year 34,63,008 29,79,504

Interest Cost 2,77,041 2,38,360

Current Service Cost 6,33,309 5,66,369

Benefits Paid 88,766 40,684

Actuarial (gain)/ loss on obligations (1,60,727) (2,80,541)

Present Value of the Obligation as at the end of the Year 41,23,865 34,63,008

B. Amount recognized in the Balance Sheet

(Amount in )


2015-16 2014-15

Present Value of the Obligation as at the beginning of the year 41,23,865 34,63,008

Fair value of plan assets

Un-funded Liability 41,23,865 34,63,008

Unrecognized actuarial gains/ losses – –

Un-funded liability recognized in Balance Sheet 41,23,865 34,63,008

C. Amount recognized in the Statement of Profit and Loss

(Amount in )


2015-16 2014-15

Interest Cost 2,77,041 2,38,360

Current Service Cost 6,33,309 5,66,369

Expected Return on Plan Assets – –

Actuarial (gain)/ loss on obligations (1,60,727) (2,80,541)

Total expense recognised in the Profit and Loss account 7,49,623 5,24,188

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

Particulars Gratuity Gratuity2015-16 2014-15

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.


NHC FOODS LIMITED

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.

Disclosure relating to experience adjustments has not been provided in the absence of relevant information.

37. Particulars of imported and Indigenous Raw Materials Consumed

Particular 2015-16 2014-15

(Amount in ) % of (Amount in ) % ofConsumption Consumption

Imported – – – –

Indigenous 5,44,52,893 100% 2,21,32,337 100%

Total 5,44,52,893 100% 2,21,32,337 100%

38. Value of Imports (on CIF)

(Amount in )


Traded Goods 7,60,48,882 30,51,334

39. Expenditure in Foreign Currency(Amount in )


Commission 67,20,195 68,31,088

Travelling Expenses 6,81,145 3,64,165

Exhibition Expenses 4,62,786 5,64,723

40. Earnings in Foreign Currency (On accrual Basis)

(Amount in )


Bulk Agricultural Products 97,90,36,685 1,27,90,91,007

41. Previous year figures have been regrouped / reclassified wherever necessary.

As per our report attached of even date

For NGS & CO. LLPChartered Accountants

ASHOK A. TRIVEDI(Partner)M. No. 042472


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Cash flow statement for the year ended 31st March, 2016 Amount (in )


A. Cash Flows from Operating ActivitiesProfit before taxes 47,75,815 1,42,48,145Adjustments for:Depreciation and amortisation expense 1,19,75,350 1,19,49,765Interest expense 2,18,51,031 2,41,68,808Interest income (47,02,675) (56,14,918)Other non–operating income (22,08,900) (23,02,702)Bad Debts written off 21,15,135 17,11,905(Profit)/Loss on sale of Fixed Assets – (65,939)Excess provision written back (47,252) (10,17,024)Exchange (gain)/loss (net) 1,07,62,449 5,98,251

Operating profit before working capital changes 4,45,20,953 4,36,76,291Changes in Working CapitalInventories 2,51,13,826 (7,27,09,685)Trade receivables (34,12,94,531) 70,26,113Loans and advances and other assets 67,51,435 (1,03,03,446)Trade payables, other liabilities and provisions 26,13,94,664 5,69,02,497

Net Changes In Working Capital (4,80,34,607) (1,90,84,522)Cash generated from the operations (35,13,654) 2,45,91,769Extraordinary items – –Direct tax paid (4,37,854) (17,71,966)

Net Cash provided by/ (used in) operating activities (A) (39,51,508) 2,28,19,803

B. Cash Flow from Investing ActivitiesPurchase of fixed assets (10,00,311) (56,58,864)Proceeds from sale of fixed assets – 1,01,017(Purchase)/Sale of Investments – 60,000Earmarked Fixed Deposits placed with Banks – 2,95,32,239Other Non operating Income 22,08,900 23,02,702Interest income 47,02,675 56,14,918

Net Cash provided by/ (used in) investing activities (B) 59,11,264 3,19,52,012

C. Cash Flow from Financing ActivitiesIncrease in Share Capital 1,04,43,249.00 –Proceeds / (Repayment) of Secured Loans 38,88,866 (2,55,83,318)Proceeds / (Repayment) of Unsecured Loans 1,87,35,768 31,71,519Exchange (gain)/loss (net) (1,07,62,449) (5,98,251)Interest expense (2,18,51,031) (2,41,68,808)Proceeds from Issue of Share Capital – –

Net Cash provided by/ (used in) financing activities (C) 4,54,403 (4,71,78,858)

Net increase/ (decrease) in Cash and Cash Equivalents (A+B+C) 24,14,159 75,92,957Cash and Cash Equivalents at the beginning of the year 3,75,66,055 2,99,73,098Cash and Cash Equivalents at the end of the year 3,99,80,214 3,75,66,055Earmarked Deposits with Banks 9,67,761 4,67,761Cash and Bank Balances at the end of the year 4,09,47,975 3,80,33,816


For NGS & CO., LLP For and behalf of the Board of Directors,Chartered AccountantsFirm Reg. No. : 119850WASHOK A. TRIVEDI Apoorva Shah Alpa Shah(Partner) Chairman & Managing Director Whole Time DirectorM. No. 042472 DIN: 00573184 DIN: 00573190Place: Mumbai Ashok Kamath Suvarnalata ChavanDate: 30th May, 2016 Chief Financial Officer CS & Compliance Officer


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nhc foods limitedix. electronic copy of the annual report for financial year 2015-16 along with the...

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