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Serving India to the world

Annual Report 2011-2012

FOODS LIMITED

D e l i ve r i n g va l u e s t o c u s t o m e r s

ANNUAL REPORT

wo r l d w i d e

2011-12

Contents Chairman's message Notice Directors' report and management discussion & analysis Auditors' report Financial Statements Auditors' report Consolidated Financial Statements 01 02 09 29 33 56 57

FOODS LIMITED

Kohinoor Foods Limited

D e l i ve r i n g va l u e s t o c u s t o m e r s

wo r l d w i d e
Board of Directors Mr Jugal Kishore Arora Mr Satnam Arora Mr Gurnam Arora Mr Vijay Burman Mr Anil Bhatia Mr Vijay Parkash Aggarwal Mr. Sandeep Kohli Chairman Jt. Managing Director Jt. Managing Director Non-Executive Director Non-Executive Director (Resign w.e.f. 14/08/2012) Non-Executive Director Non-Executive Director (Appointed w.e.f. 14/08/2012) Mr. Rama Kant M/s Nath Ahuja Chartered Accountants Greater Kailash II, New Delhi-110 048 Tel: +91-11-41635757 (10 Lines) Fax: +91-11-41638586/87 E-mail: info@kohinoorfoods.in Web: www.kohinoorfoods.in

Registered Office Corporate Office and Share Department

: 201, Vipps Centre, Masjid Moth

Works

: •50-51 Milestone, G.T. Road Murthal, Dist. Sonepat (Haryana) •71, Libaspur, Bahalgarh Dist. Sonepat, (Haryana) (Transferred w.e.f. 09/09/2011)

Company Secretary & GM (Legal) Auditors

Wholly Owned Subsidiary Companies

: Kohinoor Foods USA INC. 40, Northfield Avenue Edison, NJ 08837 Bankers Oriental Bank of Commerce State Bank of India : Indo European Foods Limited Kohinoor House, 40 Langer Road Felixstowe, Suffolk, IP 11 2BW United Kingdom Punjab National Bank Allahabad Bank Standard Chartered Bank Indusland Bank : Sachdeva Brothers Private Limited 201, Vipps Centre, Masjid Moth, Greater Kailash-II, New Delhi-110048 HDFC Bank Limited ICICI Bank Ltd. IDBI Bank Ltd. Bank of India

Joint Venture Company

: Rich Rice Raisers Factory L.L.C. Post Box No. 15542 Al Quoz Industrial Area 3rd Interchange, Sh Zayed Road Dubai, U.A.E.

Corporation Bank Axis Bank Ltd. DBS Bank Ltd. Kotak Mahindra Bank Ltd. Yes Bank Transfer Agents

: Kohinoor Speciality Foods India Pvt. Ltd. 401, Vipps Centre, Masjid Moth Greater Kailash-II, New Delhi-110048

M/s Skyline Financial Services Pvt. Ltd. D-153A, 1st Floor, Okhla Industrial Area, Phase -I New Delhi-110020, Ph.: 011-26812682, 83, 84 Depositories National Securities Depository Ltd. (NSDL) Central Depository Services (INDIA) Ltd. (CDSL)

Listing of Equity Shares National Stock Exchange of India Ltd. Bombay Stock Exchange Ltd.

. is the first-of-its kind in the Rice Industry with the later owning 85% share in the new Joint Venture company named.g. In our commitment to bring authentic Indian taste. 'Kohinoor Foods Limited' and 'McCormick Ingredients Southeast Asia Pvt.883 Million as against the last financial year sales of 3185 Million. Kohinoor Foods Limited would continue to own all its Rice Mills. This joint venture with McCormick would leverage their global expertise in Distribution. business partners. However. Research & Product Innovation to Indian market and add value to the operations benefitting the end consumer. The Joint Venture agreement between the two food giants namely. USA. Speciality Foods and Flavours. Asia Pacific and the US to a tumultuous response that played a major role in building company's Sales & Brand equity in key markets. not only in the Rice. we will continue to Invest & Innovate in our Products. marketer and distributor of Spices. Africa and Middle East. efficient manufacturing capabilities. I also take this opportunity to express my gratitude to all our consumers. Ltd. and remaining 15% with Kohinoor Foods Limited. UK. Kohinoor in Food category. McCormick Ingredients Southeast Asia Pvt.. In the next financial year we intend to expand our product offering in both in Ambient & Frozen range to give wide choice to our customers and add value & excellence to our export Food business operations. the key success factors necessary to withstand the winds of change.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 Chairman's Message The financial year. launched 'Paneer' (Indian cottage cheese) in 'Fresh & Frozen' brand in the select markets of Middle East. Kohinoor Speciality Foods India Pvt. but the entire Food category globally. employee and stakeholders who have shown their trust in us and have extended their constant support. With the vision of bringing authentic Indian flavours to people all over the world. Sincerely Jugal Kishore Arora Chairman Jugal Kishore Arora Chairman Dear Fellow Shareowners. Greetings! Kohinoor after having won the hearts of its consumers around the world with its range of Rice & Food products has joined hands with leading name in Spices & Seasoning. Warm Regards. Our Rice business. Ltd. 2011-12 has been both challenging & promising as Your Company's export rice business posted an impressive growth of 53. Product Portfolio & Manpower which resulted in decline of our domestic sales in this financial year. M/s Kohinoor Speciality Foods India Pvt. Our Joint Venture arm.3% with sales value at 4. strong product portfolio. enduring values and committed work force. Processes & Distribution to work for happier tomorrow. is in process of reorganising and restructuring their entire operations that include Supply Chain. Each member of the Kohinoor Foods Limited realize the responsibility on their shoulders and believe that we have in us. we want your company Kohinoor Foods to become one of the leading names. Production Capabilities and would continue to focus on its export business operations. Further to it. Our social endeavor also focuses on enhancing living conditions of the underprivileged & marginalised communities that makes a positive difference & improve the quality of their lives for better education. Ltd. I am grateful to the Board of Directors for their unwavering support and guidance. Your company's growth especially in the Export markets was due to the major thrust & focussed approach in the Middle East markets coupled with above and below the line activities in key markets. the Food factory located at Bahalgarh (Haryana) by virtue of the JV agreement would manufacture and supply all the food products to KFL for our Export Business. Having a well recognized market presence. Ltd. 1 . The company (KFL) reserves all the manufacturing right and would supply Rice to its Joint Venture company “Kohinoor Speciality Foods India Private Limited” for their Domestic Business. healthcare and civic amenities. to optimize its domestic operations. Hopefully the next financial year would post healthy growth numbers in the segments & categories the company operates. Seasonings. McCormick is a leading manufacturer. that includes Private Label as well grew in all geographies that we are present in e. Asia Pacific.

000 (Seven Crores Fifty Lakhs) Equity Shares of Rs.30 p.m. with or without modification(s).00.000 (Two Crores Fifty Lakhs) additional Equity Shares ranking Pari-passu in all respect with the existing Equity Shares. the following resolution as an Ordinary Resolution.50. 2 . Bahadurshah Zafar Marg. be and is hereby appointed as a director of the Company.50. 2012 at the Pearey Lal Bhawan Association. “RESOLVED THAT Mr. if any. Sandeep Kohli. from any one or more Banks. who will be liable to retire by rotation”.. and in respect of whom the Company has received a notice in writing under section 257 proposing his candidature for the office of Director. 1956.000/. 10 each by creation of 2. 6. To consider and if thought fit. the following resolution as an Ordinary Resolution. if any. RESOLVED FURTHER THAT the existing clause V of the Memorandum of Association of the Company be substituted with the following: Clause V: “The Authorized Share Capital of the Company is Rs. the 27th September. 75. to pass. for the purpose of the business of the Company. To appoint Auditors to hold office until the conclusion of next Annual General Meeting and to fix their remuneration and to pass the following resolution: "RESOLVED THAT pursuant to the provisions of Section 224 (1) and other applicable provisions. with or without modification(s). To appoint a Director in place of Mr. bodies corporate. of the Companies Act. 1956. if any.000 (Seven Crores Fifty Lakhs) Equity Shares of Rupees 10/-(Ten) each. 2012 and the Profit & Loss Account for the year ended on that date together with the Reports of the Directors and the Auditors thereon.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e NOTICE 1956 read with the Articles of Association of the Company the Authorized Share Capital of the Company be and is hereby increased from the present Rs. consider and adopt the Balance Sheet as at 31st March. of the Companies Act.00. 50.” 7. with or without modification(s).000 (Rupees Fifty Crores) to Rs. “RESOLVED THAT in supersession of earlier resolution passed. To Consider and if thought fit. “RESOLVED THAT pursuant to Section 31 and other applicable provisions.(Rupees Seventy Five Crores only) divided into 7. in accordance with Section 293 (1)(d) and all other applicable provisions of the Companies Act 1956 (including any statutory modification or re-enactment thereof for the time being in force) and the Articles of the Company to borrow any sum or sums of money (including non-fund based facilities) from time to time at their discretion. on Thursday. Satnam Arora.00. 4. Financial Institutions and other persons. at any time. 2.00. who retires by rotation and being eligible offers himself for reappointment.00. Gurnam Arora.” 8.000 (Rupees Seventy Five Crores) divided into 7. to pass. to pass. 1956 the Articles of Association of the Company be and are hereby altered. To appoint a Director in place of Mr.00. New Delhi-110002. firms. To Consider and if thought fit. SPECIAL BUSINESS 5. 1000 crores (Rupees One Thousand Crores only) over and above the aggregate of the paid up Notice is hereby given that the Twenty Third Annual General Meeting of Kohinoor Foods Limited will be held at 12. To Consider and if thought fit. 3. notwithstanding that monies to be borrowed together with monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the company's bankers in the ordinary course of business) may. 75. Chartered Accountants. with or without modification(s). the following resolution as an Ordinary Resolution. by substituting the following clause in place of the existing clause of the Articles of Association: Clause 4 : “The Authorised Share Capital of the company shall be such as given in clause V of the Memorandum of Association of the Company or as altered from time to time. the following resolution as an Special Resolution. To receive. exceed upto a sum of Rs. RESOLVED THAT pursuant to Section 94 and other applicable provisions. who was appointed as an Additional Director of the Company by the Board of Director and who cease to hold office as required under section 260 of the Companies Act. to pass. who retires by rotation and being eligible offers himself for reappointment. be and are hereby reappointed as Auditors to hold office till the conclusion of next Annual General Meeting at remuneration to be fixed by the Board of Directors”.00.00. the Board of Directors (hereinafter referred to as “The Board”) be and is hereby authorized. to transact the following business: ORDINARY BUSINESS 1. M/s Nath Ahuja & Co.50. of the Companies Act.00. 2.

matters and things as it may in its absolute discretion deem necessary. deeds.f 1st October. 269. in their absolute discretion. deeds and things as may be required and do all such acts. Chairman of the Company w. designated as 'Chairman'.” 3 . Jugal Kishore Arora and in accordance with and subject to the limits prescribed in schedule XIII of the Act and. matters and things. think fit. security or otherwise as they may. if any.” 9. the following resolution as an Ordinary Resolution. issued / to be issued by the company. as it may in its absolute discretion deem necessary proper or desirable and to settle any question. all other costs. 1956 the consent of members be and is hereby accorded subject to the approval of Central Government for reappointment of Mr. to pass. Jugal Kishore Arora. Jugal Kishore Arora. from time to time. Agent(s) and Trustee(s) for securing the borrowings availed / to be availed by the Company and / or any of the Company's holding / subsidiary / affiliate / associate company. settle and execute such documents / deeds / writings/ papers / agreements as may be required and do all such acts. 1956. accumulated interest. deeds and things and to execute all documents and writings as may be necessary. 2017 and also to increase in remuneration payable to Mr. with or without modification(s). proper. charges and expenses. remuneration of the Agent(s) / Trustees. 2012 to 25th September. by way of loan(s) (in foreign currency and / or rupee currency) and Securities (comprising fully / partly Convertible Debentures and/or Non Convertible Debentures with or without detachable or nondetachable Warrants and/or secured premium notes and/or floating rates notes / bonds or other debt instruments). in such form and manner and with such ranking and at such time and on such terms as the Board may determine. the Board and/or its duly constituted Committee be and are hereby authorized to finalise. or any other document. in favour of the Lender(s). proper or desirable and to settle any question. subject to the limits approved under Section 293(1)(d) of the Companies Act. “RESOLVED THAT the consent of the Company be and is hereby accorded in terms of Section 293(1)(a) and all other applicable provisions. to the Board of Directors (hereinafter referred to as “the Board”) to mortgage and/or charge in addition to the mortgages / charges created / to be created by the Company. premia on prepayment. including any increase as a result of devaluation / revaluation / fluctuation in the rates of exchange and all other monies payable by the company in terms of the Loan Agreement(s) / Heads of Agreement(s). repayment. with or without modification(s).” 10. Whole Time Director. of the Companies Act. Jugal Kishore Arora. entered into/ between the company and the Lender(s) / Agents and Trustee(s). the following resolution as a Special Resolution. as may be stipulated by the Central Government and as may be agreed to between the Board and Mr. “RESOLVED THAT pursuant to the provisions of Section 198. to pass. of the Company (not liable to retire by rotation) for a further period of 5 years with effect from 26th September. designation and perquisites in such manner as may be agreed to between the Board and Mr. 310 & 311 read with Schedule XIII and other applicable provisions of the Companies Act. both present and future and/or the whole or any part of the undertaking(s) of the company. Debenture Trust Deed(s). for the time being in force). 2012 on the terms as detailed in the Explanatory Statement attached hereto – “RESOLVED FURTHER THAT the Board be and is hereby authorized to alter vary and modify or increase the said terms including salary. compound interest in case of default.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 capital and its free reserves (that is to say.e. premium (if any) on redemption. commitment charges. 1956 (including any statutory modification or re-enactment thereof. To Consider and if thought fit. together with interest at the respective agreed rates. allowances.” “RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts. additional interest. difficulty or doubt that may arise in regard to creating mortgages/charges as aforesaid. reserves not set apart for any specific purpose) and that the Board of Directors be and is hereby empowered and authorized to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest. if necessary. desirable or expedient to give effect to this resolution. on all or any of the moveable and/or immovable properties of the company. deeds. liquidated damages. difficulty. in respect of the said loans / borrowings / debentures and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in the behalf and agreed to between the Board of Directors and the Lender(s) / Agent(s) and Trustee / Trustee(s) “RESOLVED FURTHER THAT for the purpose of giving effect to the resolution. To Consider and if thought fit. 309. doubt that may arise in respect of the borrowing(s) aforesaid and further to do all such acts.

” “RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts. 1956 the consent of members be and is hereby accorded subject to the approval of the Central Government for reappointment of Mr. 1956 the consent of members be and is hereby accorded subject to the approval of Central Government for reappointment of Mr. the following resolution as a Special Resolution. wherever required. Managing Director'.e. To Consider and if thought fit.e. the remuneration by way of salary. “RESOLVED THAT pursuant to the provisions of Section 198. the following resolution as a Special Resolution. designation and perquisites in such manner as may be agreed to between the Board and Mr. expedient or desirable to give effect to this resolution”. 2017 and also to increase in remuneration payable to Mr. the Company has no profits or profits are inadequate. To Consider and if thought fit.f 1st October. expedient or desirable to give effect to this resolution”. if necessary. to pass. where in any financial year during the currency of the tenure of Mr. allowances. Gurnam Arora. 1st October. wherever required. designated as 'Jt. of the Company for a further period of 5 years with effect from 26th September. Satnam Arora. the Company has no profits or profits are inadequate. Satnam Arora and in accordance with and subject to the limits prescribed in schedule XIII of the Act and. Gurnam Arora and in accordance with and subject to the limits prescribed in schedule XIII of the Act and. 2017 and also to increase in remuneration payable to Mr. Managing Director'. Satnam Arora. designated as 'Jt. if necessary. designation and perquisites in such manner as may be agreed to between the Board and Mr. 2012 on the terms as detailed in the Explanatory Statement attached hereto – “RESOLVED FURTHER THAT the Board be and is hereby authorized to alter vary and modify or increase the said terms including salary. with or without modification(s). allowances and perquisites payable to him shall be subject to the approval of the Central Government. 309. where in any financial year during the currency of the tenure of Mr. expedient or desirable to give effect to this resolution”. as may be stipulated by the Central Government and as may be agreed to between the Board and Mr. RESOLVED THAT pursuant to the provisions of Section 198. Managing Director of the Company w. Jt. allowances and perquisites payable to him shall be subject to the approval of the Central Government. 11. Whole Time Director. 309. the remuneration by way of salary.” “RESOLVED FURTHER THAT Notwithstanding anything to the contrary herein contained. the Company has no profits or profits are inadequate. 310 & 311 read with Schedule XIII and other applicable provisions of the Companies Act.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e such acts. Satnam Arora. 2012 on the terms as detailed in the Explanatory Statement attached hereto – “RESOLVED FURTHER THAT the Board be and is hereby authorized to alter vary and modify or increase the said terms including salary. wherever required. 2012 to 25th September.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts. deeds and matter and things in its discretion it may consider necessary. 269. allowances and perquisites payable to him shall be subject to the approval of the Central Government.” “RESOLVED FURTHER THAT Notwithstanding anything to the contrary herein contained. “RESOLVED FURTHER THAT Notwithstanding anything to the contrary herein contained. 12. the remuneration by way of salary.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all 4 By Order of the Board For Kohinoor Foods Limited Place: New Delhi Date: 31-08-2012 Sd/Rama Kant Company Secretary and GM (Legal) . 310 & 311 read with Schedule XIII and other applicable provisions of the Companies Act. Gurnam Arora. Jt.f. Gurnam Arora. Jugal Kishore Arora. Managing Director of the Company w. deeds and matter and things in its discretion it may consider necessary. where in any financial year during the currency of the tenure of Mr. 2012 to 25th September. 269. Gurnam Arora. as may be stipulated by the Central Government and as may be agreed to between the Board and Mr. to pass. Satnam Arora. allowances. of the Company for a further period of 5 years with effect from 26th September. Whole Time Director. with or without modification(s). deeds and matter and things in its discretion it may consider necessary.

FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 NOTES : 1. has undertaken a “ Green initiative in Corporate Governance” and allowed companies to share documents with its shareholders through an electronic mode.S. the unpaid/unclaimed dividend for the financial year ended upto 31st March. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself and a proxy need not be a member of the company. Members holding shares in physical form are requested to intimate such changes to Skyline Financial Services Pvt. 11. Consequent upon amendment to Section 205A of the Companies Act. Members are requested to bring their copies of Annual Report to the Meeting.00 p. Entry in the Meeting Hall shall be strictly restricted to Members/Valid Proxies only. 9. G. 5. Members who have not encashed the dividend warrants for the said period are requested to claim the amount from the Registrar of Companies NCT of Delhi and Haryana. Shareholders desiring any information as in relation to Accounts should write to the Secretarial department at the Company's registered office at least seven days before the date of the meeting. to 1. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease in portfolio management. having office at D-153A. New Delhi-110020. on their behalf.kohinoorfoods. Phase-I. 6. Gurnam Arora and Mr. A proxy form is attached. 2. Ltd.00 a. 7. 8. First Floor. carrying the Attendance Slip. INFORMATION REQUIRED TO BE FURNISHED IN PURSUANCE OF CLAUSE 49 OF THE LISTING AGREEMENT WITH STOCK EXCHANGES Mr. Ltd. for assistance in this regard.m. dated April 21 and April 29. Changes intimated to the Depository Participants will then be automatically reflect in the Company's records which will help the Company and Skyline Financial Services Pvt.110048 between 10. 2004 was transferred to the General Revenue Account of the Central Government. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details. 4. The brief particulars of the directors proposed to be re-appointed/appointed are as given below: 5 3. Members are requested to support this green initiative by registering/updating their e-mail address. to their Depository Participant only and not to the company's registrar and transfer agents. 2012 to 27th September. Corporate Members intending to send their authorised representatives to attend the meeting are requested to send a certified copy of the Board Resolution authorizing their representatives to attend and vote at the Meeting. prior to the Annual General Meeting. Ltd. so as to enable the management to keep the information ready. As required by Ministry of Company Affairs (MCA) vide their Notification No. Satnam Arora Directors of the company retire by rotation and are eligible for re-appointment at the Annual General Meeting. The Register of Members and Transfer Books of the Company will remain close from 15th September. Skyline Financial Services Pvt. change of name and e-mail address. nominations.352 dated 20th May. 2011 respectively). Masjid Moth. Ltd. Greater Kailash-II. etc. 1956 and introduction of Section 205C by the Companies (Amendment) Act. Proxies in order to be valid must be received by the company not less than 48 hours before the scheduled time of the meeting. 13. from Monday to Friday. Ltd to provide efficient and better services. Vipps Centre.m. 1999. 1988 as amended. change of address. 2012 (both days inclusive) in connection with the Annual General Meeting. excluding Holiday. 2012 (E). Members can contact the Company or Skyline Financial Services Pvt..R. . 10. in respect of shares held in dematerialized form with their respective Depository Participants and in respect of shares held in physical form with Skyline Financial Services Pvt. New Delhi. power of attorney. The Ministry of Corporate Affairs ( vide circular nos. Pursuant to Clause 49 of the Listing Agreement. the amount of dividend remaining unclaimed and/or unpaid for a period of seven years is to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. Okhla Industrial Area. In case any assistance is required. As required under Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules. members may write to the Registrar and Share Transfer Agent of the Company..in. the List of Un paid dividend Shareholders as on the date of last Annual General Meeting is now available at the MCA Portal as well as on the website of the Company www. 12. Any document referred to in the accompanying Notice shall remain open for inspection at the registered office of the Company at 201. 17/2011 and 18/2011. the particulars of Directors seeking appointment/re-appointment at the meeting are annexed.

2012) Mr. Ltd. ! Gamma Restaurants Pvt. Satnam Arora has been involved in the family business of rice trading right from the very beginning. Gurnam Arora's career is a remarkable sketch of milestones achieved through sheer hard work and determination to succeed. Pvt.990 Equity Shares (As on 31st March. Pizza Hut and A&W brands in the Indian sub-continent and Indian Ocean countries. Shareholding in the Company : 47. Ltd. His penchant for taking on challenges in life motivated him to identify and developed several new export markets in various countries. Mr. Satnam Arora Age: 63 Years Qualification: Post Graduate Expertise: Mr. Gurnam Arora Age: 62 Years Qualification: Graduate Expertise: . Membership of Committees: Audit Committee Remuneration Committee : Member : Member Shareholding in the Company : NIL (As on 31st March. 2012) Membership of Committees: Share Transfer/ Investor's Grievance Committee: Member Shareholding in the Company: 37.41. ! Great Indian Restaurant Co. marketing. He is a Joint Managing Director of the Company. He has successfully launched KFC. Ltd. A Graduate in Business Management he joined the family business of rice trading soon after he completed his studies. ! Mezbaan Hoteliers Pvt. currently involved in various projects in the hospitality and services sector in an entrepreneurial and advisory capacity and also developed American Express card member.05. MNC management experience in India and parts of Asia and has an in-depth knowledge of finance. also instrumental in successfully establishing and growing businesses in the services. ! Paloma Developers Pvt. hospitality and real estate industries. Over the years. Sandeep Kohli Age: 55 Years Qualification: Post Graduate Expertise: Mr. Ltd.345 Equity Shares (As on 31st March.Mr. Mr. Directorship in other Company: ! Technology Frontiers (I) Pvt. He is a postgraduate in Economics with over 30 years experience. Established American Express travel as the leading travel service provider in India. In his current capacity he is involved with providing strategic direction to the exports business of the company and provides marketing inputs to the Company's Subsidiaries and Joint Venture Operations in overseas markets. Ltd. Sandeep Kohli is having Twenty five years of bluechip. Gurnam Arora learnt the intricacies of the business and demonstrated his strategic approach & acumen by successfully marketing & promoting Kohinoor Foods agro products in national & international markets.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e Mr. With a combination of intelligence and rich experience he has been influential in creating and systematizing the financial and marketing departments at Kohinoor Foods Limited. 2012) 6 . travelers cheques and travel business base in India and Taiwan. brand building and legal aspects of businesses.

borrow moneys. in any way. Keeping in view the Company's business requirements and its future growth plans. According to the provisions of section 260 of the Companies Act. 1956. Jugal Kishore Arora. 2012 in the following manner. 50. None of the Directors except Mr. as Chairman. with a power to the charge holders to take over the management of the business and concern to the company in certain events of default may be regarded as disposal of the Company's undertaking(s) within the meaning of Section 293(1)(a) of the Companies Act. and also the revised remuneration of Mr. Whole Time Director.00.00. Mr. it is considered desirable to increase the said borrowing limits from the existing limit. 2017. The resolution is therefore to increase the authorised share capital of the company from Rs. 10/. 10/.00. Item No.000 Equity Shares of Rs.000 (Seven Crore and Fifty Lacs) Equity shares of Rs. The Board recommends the above resolution for approval none of the Directors of the Company is except to the extent of their shareholding in the company concerned interested in the said resolution.6 and 7 The authorised capital of the company is presently Rs.000/. 11 & 12 The Board. Hence it is necessary for the members to pass a resolution under the said section. 10/. Jugal Kishore Arora. Your Directors recommend this resolution for approval of the members. at its meeting held on 31/08/2012. Now the company want to increase the authorised share capital of the company to enable to raise paid up capital further to diversify and expand activities of Company. 5 Mr.each. Managing Directors of the Company with effect from 1st October. Item No. 9 The borrowings by a company in general required to be secured by mortgage or charge on all or any of the movable or immovable properties of the Company in such form manner and ranking as may be determined by the Board to Directors of the Company from time to time in consultation with the lender(s). 8 In terms of the provisions of resolution passed earlier under section 293(1)(d) of the Companies Act. designated as Jt. Your Directors recommend this resolution for approval of the members. Satnam Arora and Mr. Gurnam Arora. The Board recommends the above resolution for approval none of the Directors of the Company is except to the extent of their shareholding in the company concerned interested in the said resolution. Mr. approved the reappointment of Mr. apart from temporary loans obtained from the Company's bankers in the ordinary course of business. subject to approval of the members and Central Government:- 7 .000/. a notice has been received from a member signifying his intention to propose his appointment as a Director.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 EXPLANTORY STATEMENTS (Pursuant to Section 173 of the Companies Act.000 Equity Shares of Rs. the Board of Directors of the Company can not except with the consent of the Company in General Meeting.each.00. As required by Section 257 of the Act. 1956. 2012. designated as 'Chairman'.each to Rs. 10.(Rupees Fifty Crores Only) divided into 5.000 (Rupees Seventy Five Crores only ) divided into 7. The mortgage and/or charge on any of the movable and/or immovable properties and/or the whole or any part of the undertaking(s) of the Company. 50. The members are request to pass necessary resolution set out in the notice to carry out the necessary amendments in the Memorandum and Articles as well. 75.00.00. concerned or interested in the said resolution.00.00. Gurnam Arora as Jt. Satnam Arora and Mr. Sandeep Kohli is any way. 1956. he hold that office upto the date of this Annual General Meeting. None of the Directors of the Company are. In view of the fact that the Authorized Capital of the company is being increased the existing clause V of the Memorandum of Association and Clause IV of the Articles of Association of the company needs to be amended. Item No.00.(Rupees Fifty Crores Only) divided into 5. 2012 to 25th September.50. Item No. along with a deposit of rupee five hundred. subsidiary affiliate to associate company. Managing Directors of the company for next five years with effect from 26th September. in excess of aggregate of the paid up capital and its free reserves that is to say reserves not set apart for any specific purpose. Sandeep Kohli was appointed as an additional director by the Board at its meeting held on 14th August.00. to secure borrowings of the Company or of any of its holding. concerned or interested in the said resolution. 1956) Item No.00.

FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e Your Directors recommend this resolution for approval of the members. Mr. Name of Chairman and Proposed Basic Salary in the Jt. v) Travel within India along with wife. concerned or interested in the said resolution.000-10. Satnam Arora Mr. No. Mr. iv) Security Personnel. 7. or such increments. 3. Jt. By Order of the Board For Kohinoor Foods Limited A. 7. ii) Two cars with chauffeur iii) Facility of gas. Gurnam Arora. Jugal Kishor Arora.000-75. Gurnam Arora are deemed to be interested in their respective resolutions and being relatives of each other may deemed to be concerned or interested in the resolution of each other as it pertains to the reappointment and remuneration payable to them. Satnam Arora and Mr. The total amount of perquisites payable to the Chairman and Jt. Satnam Arora and Mr. B. ix) Any Other allowances if permitted by Board. Mr. vii) Club Membership fees. None of the other Directors of the Company are. vi) Travel outside India along with wife twice in a year. Jugal Kishore Arora Rs. The total remuneration consisting of Salary. Jugal Kishore Arora. Basic Salary S. Gurnam Arora Rs.00. 2. Gurnam Arora. should not exceed 50% of the Salary. 8. viii) Repairs & Maintenance of house as per actual. generator. 8 Place: New Delhi Date: 31-08-2012 Sd/Rama Kant Company Secretary and GM (Legal) . from time to time as it may deem fit in its absolute discretion: provided that total perquisites and other allowances to be paid to Mr. as may be decided by the Committee and Board of Directors time to time.50. electricity.000 Rs.000-75.000-10. Managing Directors shall not exceed the limit stipulated in Section 309 of the Act and other applicable provisions except with the approval of Central Government.50. Managing Directors of the Company to be increased within the aforesaid range during the tenure of appointment.000-11.00.50.000 Mr. Gardeners Salary at residence. in any way. water and telephone at residence. Perquisites and Benefits –: i) Mediclaim facility for self & family. Managing Directors may be decided/varied by the Board of Directors or its Committee.50. Managing Director range of 1. Satnam Arora and Mr.000-75. Chairman. Jugal Kishore Arora.000 Salary of Mr. Mr. Mr. Perquisites and other benefits paid to the Chairman and Jt.

as a going concern on a slump sale to M/s Kohinoor Speciality Foods India Private Limited pursuant to Joint Collaboration between M/s McCormick Ingredients Southeast Asia Private Limited.28% amounting to Rs.38 297.15 1832. finishing. Wheat Flour. This report contains forward looking statements. 'projects'. Mauritius & other European countries. Australia.123 millions in the previous year. 'believes'. the company has shown positive growth in the Export market as the Export Sales grew by 42. Spices and Seasonings to Frozen Breads. Forward looking statements are based on certain assumptions and expectations of future events. including but not limited to statements about the company's strategy for growth. seasonings and frozen food. All statements that address expectations or projections about the future. Ready to Eat Curries & Meals. importing. 3. 'intends'.44 404.10 2696. the most powerful brand of the Company “Kohinoor” is a household name not only in India. the sole objective of Kohinoor Foods Limited. 2012 and the audited financial statements and notes for the year ended March 31. trading. As already mentioned in the last year Annual Report.13 79. Million FY'12 9611.074.51 (234. 2012. are forward looking statements. has been to make the world experience the true Indian flavour.21 361. contracts.92% and the Export Sales grew by 42. cook-in sauces. agreements etc.Annual Report and the Audited Annual Accounts of the Company for the financial year ended 31st March. on the basis of any subsequent developments. 3. UK. information or events.83) Operations: During the year under review. which may be identified by their use of words like 'plans'. with an Overall Turnover growth of 5. as a major strategic step. licenses. processing. 'expects'.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 Directors' Report and Management Discussion & Analysis The following report should be read in conjunction with the audited financial statements and notes for the year ended March 31.81 2598. marketing.60% vis-a-vis last year's performance. distributing. 5. but also in the countries like USA. 'anticipates'. Middle East. and (ii) the marketing. trading.55 (323.618 million against Rs. and financial results. Cooking Pastes. Readymade Gravies. cooking pastes. modify or revise any forward looking statements.98 2236. since its inception.982 millions as against Rs. Japan.34) 88. 'will'. The company's actual results. Haryana (collectively the “Business”) together with all the assets and liabilities. Snacks & Paneer (Indian Cottage Cheese). exporting and/or supply of food products. Just some of the reasons why it offers an extensive range that caters to consumers' need in all parts of the world – a wide variety of Basmati Rice. 5. The company assumes no responsibility to publicly amend. The company cannot guarantee that these assumptions and expectations are accurate or will be realized.60% amounting to Rs.43 97. 2011.939 millions in previous year while the Domestic Sales came down by 22. the brand 'Kohinoor' is known in more than 60 countries worldwide In this endeavour of serving only the authentic. including ready to eat products. As of now. spices.50 540. Canada. The Company's financials are highlighted as under: Particulars Revenue from Operations Profit before Depreciation Depreciation Profit before Tax Less: Extra Ordinary Items Profit after Tax ordinary Items Provision for Taxation Profit after Tax Figures in Rs. this year. 9 . performance or achievements could thus differ materially from those projected in any such forward looking statements. Today.92 217. Company – In General Synonymous with the fine taste of India in its absolute authentic form. Chutney's. Singapore and your Company. Kohinoor Foods has achieved another landmark: Financial Overview The year under review has been quite promising and challenging for the Company.62 FY'11 9. employees. Your Directors have pleasure in presenting the --. 'estimates' or other words of similar meaning. expenditures. the Company has transferred its business relating to (i) manufacturing. Singapore. market position. selling and distributing of rice products in the territory of India along with its Food Factory situated at Bahalgarh.

Tremendous consumer awareness through successful media campaigns of Television. (in million) 3.. Saudi Arabia Oman. 2. 412 368 Rice Food This year the major contributors towards the company's growth were: 1. Tesco.Indo European Foods Limited have increased by 61% in volume and 62% in value terms. Iraq. 412 millions in the previous year. Winners.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e increase in Kohinoor (Brand) sales as compared to the last financial year. City Way.g. Australia.000 5.011 2. Jordan. Nesto. New markets added: Some of the highlights of the company's export business comprised addition of new markets such as Palestine. new private label clients were acquired some of them prestigious ones from countries like Belgium.000 2. Cooking Sauces & Ready to Eat to cater to the varying tastes and requirements of our consumers across the globe. saw a 6-fold 6. Oman. we continue to focus on Ambient Range. Iran. The company is focussed on spreading its foot prints across the globe and reaching out to new customers. Lebanon. Shoprite Trianon & Value Maxx. Also our export to USA subsidiary. Asia Pacific.000 0 2.000 1. Not only did this generate significant numbers for the company but it also built the strong brand equity in these markets.In rice business. while the Food Business contributed only Rs.012 5. the same was very well received and liked by the consumers. UK. 368 millions as against Rs. Kuwait. The product contributed to the sales revenue of Food Business Division and is very well received by not only the ethnic consumers but also the mainstream ones. Asia Pacific and the US to an exhilarating response.000 3. Bin Dawood. Morrisons & Kerry Foods. Growth across continents: Basmati rice business grew in almost all geographies globally that we are present in e. Africa and Middle East. (in million) 6. Bahrain. Value Rs. We are available in major super markets across United Kingdom such as Booker Cash & Carry. 7.092 millions as against Rs. Syria. Panda. UAE & Yemen with 35% growth as compared to last year.458 4.458 millions in the previous year.Exports of Basmati Rice to our subsidiary in United Kingdom. 10 . Focus on Middle East: The year saw increased growth of Basmati Rice exports that includes private label as well in the Middle East markets comprising of Iran.The New Trophy 1121 XL Basmati Rice was successfully launched in Mauritius. It's already one of the largest and preferred basmati rice brands in the market and created new benchmarks to be achieved by others. It is available across the country in stores like Jumbo.092 8. Europe.000 8.7. Lebanon & Iraq to drive long-term value to our customers. The company embarked on major brand promotion campaign across Pan Arab to an impressive product launch of its flagship brand Kohinoor Gold to cater to the need of Indian Diaspora and local population in these markets.000 7. Israel.Cooking Paste. Lulu. Belly Rose. Danube. Kenya. Successful launch of Trophy 1121 XL in Mauritius: . Intermart. King Savers Hyper. Lidl. Besides Frozen. Lolo. Sainsbury. 8. your company launched Kohinoor Paneer (Indian Cottage Cheese) in the select markets of Middle East. Further.000 7. Print and Outdoors. Tammimi and Star Markets besides other Retail Chains. Kohinoor was able to distinguish itself from the other brands available in the market and emerge as a respectable name for basmati rice in the Middle East. New Clients added. Plan to identify and add new fast growing markets in the next financial year to increase our width of distribution in both Food & Rice products. Israel. Qatar.000 4. Israel & Bangladesh. GROWTH PATTERN (Rice & Food) 9. We have given Kohinoor brand a solid foundation and our products are present in all the leading supermarkets viz. The company undertook promotional programs and consistent initiative in markets such as Kuwait. The contribution made by the Rice to the Company's business was Rs. Value Rs. restructuring of the distribution network and product portfolio specially in Saudi Arabia. Subsidiaries.Kohinoor Foods USA Inc has posted 47% growth in our Kohinoor (Brand) Basmati sales as compared to the last financial year. one of the largest export market.. Launch of Kohinoor Frozen Paneer: In our endeavour to offer to new offering to our consumers. USA. Bahrain. Kuwait & Saudi Arabia. Carrefour.

Cooking Paste to Spices.K.92% in comparison to the last year business. South Africa. Kohinoor & Trophy constituted 33% of all branded basmati rice sold through the UK Grocery market ethnic aisles. Through this subsidiary the Company has demonstrated its presence in both the Ethnic & the Mainstream segment of the business. based in London with its core brands ''Kohinoor'' & ''Trophy'' becoming #1 and #3 fastest growing branded dry basmati rice in the UK market* respectively. 72 million in the previous year. in the export of food products the Company did the business of around Rs. Millions) 340 348 2011 2012 DOMESTIC MARKET: During the year. 3692 million as against Rs. The modern day life and the rigors that tag along. The trend has been steadily evolving over the past decade.Food This year. Kosher & Halal Foods – from Ready to Eat Indian Curries. Wholesale and Cash & Carry like Booker. (* Source: Kantar Worldpanel 52 w/e 13 May 2012 value share in major grocery multiples. Oman.209 millions in this financial year as against Rs.273 millions in the previous financial year. Discounters like TJ Morris. The Indian foods and related food products are now being the hottest trend today.185 million in the previous financial year and recorded a growth of 15. the Cook-in Sauces. leave most people with very little time for themselves.692 3.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 EXPORT MARKETS Export. Sainsbury's. added more members to the family keeping in mind the fast changing consumer trends of Gluten Free. Lidl. Ethnic food in United States has traditionally meant Mexican and Chinese. U. Today. Inc.185 3500 3000 Value (Rs. the Company has transferred its part of business. Australia. in the Export of Basmati Rice. The subsidiary also caters to the neighbouring European countries. supply chain & Manpower and due to this the domestic market of the basmati rice sales dropped by 24. In times to come. 21 million this year as against Rs. re-organising the entire domestic operations in terms of distribution. Saudi Arabia & USA. Iraq. 100% Vegetarian.) USA Operations: Company has its wholly owned subsidiary based in New Jersey. 348 millions as against Rs. more than 3000 Independent Ethnic Stores nationwide and with talks in place with other retailers which will see further growth of Indo European Foods Ltd. launch of Kohinoor 'Paneer' besides acquisition of new clients in private label business and expanding & streamlining the distribution network. A need of healthy vegetarian food and growing awareness of the relationship between diet and health has driven consumer to look at food that has made the Indian convenience food most popular in USA markets. In the food business too sales declined with sales value of Rs. the company did the business of around Rs. Our branded basmati rice is now available in key UK top grocery multiples like Tesco. TRS. this position is only going to get better with various Product Innovations being planned and further distribution gains to be made. that caters to the US and the Canada market. Low sodium. 3. Wani's. 3. U. Seasoning and Frozen food. ASDA. Costco. as a going concern on a slump sale to M/s Kohinoor Speciality Foods India Private Limited and the said company is in process of restructuring. EXPORT (Basmati Rice) 4000 portfolio.9% with a value of Rs. We expect to notch up good numbers in the next financial year through some exciting product.Basmati Rice This year. the entire range of Kohinoor Foods depicts the authentic Indian taste. Reunion. EXPORT (Food) 500 400 300 200 100 0 Value (in Rs. 11 3.K Operations: The year 2011-2012 saw a pinnacle in Kohinoor's UK performance through its wholly owned subsidiary. Continuing its past tradition of shaking and growing the UK Basmati rice market. Some of the countries which recorded significant growth in Basmati Rice exports were Mauritius.specially cooked in Olive Oil. 340 millions in the previous year and maintained the last year achievements. Qatar. Kohinoor foods. this subsidiary company has achieved new heights and is now playing a very active role in taking Kohinoor Foods to a new global height. Kohinoor Foods USA. product . essence & aroma. The subsidiary owns a rice processing facility at the port city of Felixstowe. Indo European Foods Limited.in millions) 2500 2000 1500 1000 500 0 2011 2012 Export. Jordan. 4.

Overview . We cater to over 3. Kohinoor is now supplying specially designed Rice & Curry packs from its India on platter vertical to Costco. Both retail chain stores. our joint venture partners has brought the taste of authenticity to many kitchens.delivering an ambient range of specially designed 'India on Platter' products. Bahrain. Wal-mart in Canada. And this is expected to grow further in India with an estimated consumption to go up in times to come. Colorado. Kroger. We have added a new range of lentils to the existing range in Kohinoor brand. Coles. human. San Diego. Florida.0 million tonne of Basmati Rice in India. The current branch structures will be replaced with a new set of distribution centres to offer Kohinoor range to the retailers. also we plans to add few more products range in the current line up next year. Woolworths have now shown interest on other new product categories to be manufactured by Kohinoor under their private brand and this project is to be started very soon. During the last one decade. we are in a process of consolidating our current basic distribution structure. Kohinoor brings to the world yet another 100% authentic delicacy in the frozen food category. Also in collaboration with Big Lots discount store. Kohinoor has successfully launched its frozen Naan. Geant. As per a study conducted by McKinsey and Confederation of Indian Industry (CII). We now plan to extend this diary category to new products like Pure Ghee & Butter in the same markets to expand the bouquet of product offering to our customers. Trader Joes. North and South California. Basmati Rice Like any other commodity business. Kroger. The areas of new distribution planned in the next financial year are -Chicago. Our success can be measured by the fact we are available in coveted retail chains like Target. Loblaw's.) of the organized retail market of Australia and Kohinoor is supplying 10 SKUs collectively under their brand name. The response so far has been quite overwhelming. Hyper Panda. Kohinoor launched frozen paneer in UAE and the response so far has been quite overwhelming. Kohinoor has always gained trust of International reputed retail chain stores for manufacturing their branded food products. The total food production of India is estimated to double in the next ten years. to encourage commercialization and value addition. in fact the 12 . The ultimate combination of convenience and taste is what the Frozen Food range from Kohinoor Foods is all about. Last year has shown a modest improvement of Kohinoor share in Rice markets. Utah. Another feather in the cap was Coles & Woolworths private label manufacturing of Microwaveable pouches. which has more than 600 retail stores across the country. Al Maya & Choithram Supermarkets. The product has received great acceptability in Japan which has encouraged Kobe Bussan to launch Kohinoor ambient Curry and Sauces in their stores. Minnesota. Cost Plus. Oman Australia. the Food Processing Industry in India is on an assured track of growth and profitability. RRR presently supplies Kohinoor range of basmati rice and other food products in mainstream stores like Lulu.Food Processing Industry The Indian market offers a huge potential for the food processing industry . Portland. It is expected to attract phenomenal investment in capital. besides Kohinoor Foods also caters to the Iranian market from its Dubai base. In Dubai. by launching 200g & 500g packs in the leading Supermarket chains. Food Business: In its commitment to bring authentic Indian Taste in its truest form.250. Walmart. The supply for Curry and Sauce in Kohinoor brand to them will be started very soon. A reason why the Food Processing Industry sector in India has been accorded high priority by the Government of India.000 Crores.non productive warehouses are being closed down to achieve an overall profitability goals. Basmati Rice is a category which is little complex and widely unorganized. technological and financial areas. one of the biggest Cash & Carry stores in US. New Zealand.80. Another market opportunity lies in the Private label business in US market and we have started acquiring major retailers as clients such as Target. with a number of fiscal relief and incentives. Detroit. Kohinoor launched India Cottage Cheese in 'Fresh & Frozen' brand in countries such as UAE.more so because of the fact that it promotes two main growing factors of our Indian Economy Industry & Agriculture.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e product itself has become an independent Category and contributing substantially to the revenues of the food division. Wegmans. this is one category which has grown by almost 8 times in the last 5 years. India moved from a position of scarcity to surplus in Food.000 Crores. Given the trade in production of food commodities. Honk Kong. RRR has a small rice processing facility in Dubai besides a full-fledged marketing office. Breads and Snacks in Kobe Bussan retail stores. Kohinoor Fresh & Frozen Paneer (Indian Cottage Cheese). few. fresh foods and are in high demand. Washington. Kohinoor has joined hands with one of the leading retail chain stores – Kobe Bussan in Japan recently.000 ethnic stores across the US markets besides Kohinoor brand is widely available in the main stream supermarkets as well. KM Trading. Another trend is towards the Frozen Foods which are strongly associated with perceptions of healthfulness. Coles & Woolworths enjoys 90 % (approx. the category will help us to improve Kohinoor brand presence. the turnover of the total food market is approximately Rs. Roland Rice & Himalayas Rice. Los Angles. The product is very well received by the consumers in particular and Trade in general. out of which value-added food products comprise Rs. Dubai Operations Rich Rice Raisers Factory LLC (RRR) was established as a joint venture Company in the financial year 2001 in Dubai to augment its marketing strengths in the middle-east region. Qatar. Big Lots and many more and also in Canadian supermarkets such as Metro. With an estimated consumption of around 1. Ohio. Singapore and USA.

the consumption of Basmati is higher in the Northern & Western part of the country while culturally. However. importing. 1956 read with the rules made thereunder. Being a generic natural product with low yield concentrated in a small region of the World. cook-in sauces. Intense competition from unorganized sector: Another characteristic of this industry is the presence of unorganized sector offering basmati in loose unbranded form which intensifies competition. but the factors that has so far contributed to sales of Ready Meals have been increasing consumer base of working people who have less time to spend on cooking. for M/s Kohinoor Speciality Foods India Private Limited. The necessary consent of the Shareholders. With the view of serving the best to their customers & employees. Frozen Food . The domestic branded market in India is expected to grow at around 15%-20% as compared to 5% for unbranded rice. facilitating the availability. for the Company for export by the Company. As this category grows. Some key risk areas are: Procurement risk: Adequate availability of key raw materials at the right prices is crucial for the Company. any disruption in the supply due to a natural or other calamity or violent changes in the cost structure could adversely affect the Company's ability to reach its consumers with the right value proposition. processing. agreements etc. Eating out of home becoming a common phenomena every week & on weekend. 400 millions and is expected to grow at a rate of 20% every year. Eating out of home becoming a common phenomena on weekends. contracts. High working capital requirement: Basmati rice requires to be aged for 9-12 months before selling. exclusively manufacture/process and/or package the Rice Products. its consumption is quite high in the Punjabi & Gujarati families. exclusively manufacture/process and/or package the food products.Ready Meals With an estimated value of around Rs. in terms of Section 293(1)(a) of the Companies Act. introduction of modern food retail formats has also propelled the packaged food market. The Company is aware that uncertainties in business offer opportunities as well as downside risks and thus has identified and put in place mitigation tools for the same. marketing. production of Basmati depends on the vagaries of nature. M/s Kohinoor Speciality Foods India Private Limited shall. selling and distributing of rice products in the territory of India along with its Food Factory situated at Bahalgarh. Moreover. major of it being the frozen unprocessed nonvegetarian food. growth of Modern trade. Growth of Modern trade. The consumption of branded packaged Basmati Rice is also being driven by the modern retail that allows every consumer to select what they want. licenses. trading. The factors that contribute to the growth of this category is very similar to that of Ambient Ready Meals like growing consumer base of working people who have less time to spend on cooking. an Innovative value addition to products with Health & Nutrition is expected to become an important aspect of it. The Company is moving towards branded products and has invested significantly in building strong brands which helps differentiate their product. finishing. seasonings and frozen food.Ready Meals Though Frozen Food as a category constitutes many products. Further. Ambient . subdued demand and political uncertainty may affect the business of the Company and the industry at large as well. the Company has transferred its business relating to (i) manufacturing. but year on year this category is experiencing good number of conversions from unbranded to branded packaged Basmati Rice in terms of consumptions in India. employees. The Company shall. we are ready with plans that might help us at such times. 13 . India's growing middle class has augmented the domestic demand of branded rice. exporting and/or supply of food products. visibility and accessibility of branded products. Ready Meals. Combating this risk. Largely this category is still at a growing stage. the Convenience of making exotic vegetarian & non-vegetarian dishes in just a few minutes. trading.1400 millions. as a going concern on a slump sale to M/s Kohinoor Speciality Foods India Private Limited pursuant to a Joint Collaboration agreement between M/s McCormick Ingredients Southeast Asia Private Limited. the Convenience of making exotic Vegetarian & Nonvegetarian dishes in just a few minutes. and (ii) the marketing. Haryana (collectively the “Business”) together with all the assets and liabilities. including ready to eat products. Eating rice is common habit in most of the Indian households and it is usually a part of one of the 3 meals cooked every day. for sell within the territory of India and further the Company will continue to focus its export business. spices. is a category which is growing at an average value of around 15% every year. Transfer of Business on Slump Sale During the year. snacks contributes approximately Rs. etc. Singapore having 85% shareholding and Kohinoor Foods Limited having 15% Shareholding. cooking pastes. etc.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 Though majorly unorganized. distributing. 1956 has already been obtained by way of voting through postal ballot process in terms of Section 192A of the Companies Act. Risks & Concerns Macro-economic factors like recession. leading to huge working capital requirements. This is mainly due to introduction of branded and package basmati rice in many retail outlets. Basmati consumption is also higher in well recognized hotels & large institutions. Therefore. This results in low ROCE for the industry. efficient working capital management system has been set in place by the Company and cash flow is monitored on daily basis. but within this segment vegetarian Frozen Ready Meals. Geographically.

Purchase of Office premises for the Company The Company has purchased an office premises at 10th Floor. Your Directors recommend this resolution for approval of the members. 14 . A copy of the said order has been registered with the Registrar of Companies vide certificate dated 21st July. the board has accepted the same and appreciated his effort for providing great contribution to the company for past so many years. there exists adequate safeguard against fraud and negligence within the company. Surajkund. 2011 submitted by Mr. Sandeep Kohli was appointed as an Additional Director by the Board at its meeting held on 14th August. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand. he hold that office upto the date of this Annual General Meeting. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31. Dividend Your Directors do not recommend any dividend for the financial year 2011-12. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Companies Act. These financial statements disclose the assets. 2011 has granted general exemption from attaching the Balance Sheet. As required by Section 257 of the Act. In terms of the order dated 6th July. Gurnam Arora and Mr.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e Compliance with Section 212: As required under the Listing Agreements with the stock exchanges. 1956 by way of voting through postal ballot process in terms of Section 192A of the Companies Act. Mr. its subsidiaries and associate companies. 2012 is included in the Annual Report. In terms of the report dated 9th July. 1956 read with the rules made thereunder. 2011 was circulated to the Shareholders seeking consent under Section 293(1)(a) of the Companies Act. Internal Control System Your Company has well established Internal Control Procedures across its various locations. Mr. Your Directors recommend their re-appointment. expenses and other details of the Company. the Ministry of Corporate Affairs vide its circular dated February 8. the Chairman declared that the consent of the Shareholders has been obtained with. liabilities. 2012. income. According to the provisions of section 260 of the Companies Act. along with a deposit of rupee five hundred. 14th August. 2012. The Pinnacle Business Tower. 1956 (“Act”). A separate report on Corporate Governance along with Auditors's Certificate on its compliance by the company is attached as Annexure 'A' to this report. Listing at Stock Exchange The Equity Shares of the Company are listed with Bombay Stock Exchanges Ltd. 2011 of the Hon'ble Company Law Board. a notice has been received from a member signifying his intention to propose his appointment as a Director. commensurate with its size and nature of operations to ensure that financial and Operating Reporting Systems are reliable and that all material risks are evaluated. the registered office of Sachdeva Brothers Private Limited was shifted from the State of Haryana to NCT of Delhi. Pursuant to the provision of Section 212(8) of the Act. Vinod Aggarwal. Anil Bhatia. Scrutinizer. Subsidiaries and Joint Ventures During the last year. M/s Kohinoor Speciality Foods India Private Limited was incorporated as a wholly Owned Subsidiary of the Company. Singapore and your Company. Re-Appointment / Appointment / Resignation of Directors In accordance with the provisions of the Companies Act. Vinod Aggarwal. as above. Directors retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Postal Ballot During the year. at the head office/registered offices of the said respective subsidiary companies. Presently the said Company his Joint Venture Company pursuant to joint collaboration between M/s McCormick Ingredients Southeast Asia Private Limited. a Notice dated 1st June. and National Stock Exchange of India Ltd. The annual accounts of the said subsidiaries will also be available for inspection. The Internal audit function is adequately resourced and reports independently to the Audit Committee of the Board. Haryanan (Delhi NCR) for the smooth functioning of the company's day to day to operations. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. a Consolidated Financial Statement of the Company along with all its subsidiaries is required to be attached. In the opinion of the management and the internal auditors. Corporate Governance Your company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as stipulated by the Stock Exchanges. requisite majority. Satnam Arora.e. 1956. Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. The annual listing fee for the year 2012-13 has been paid to the Exchanges. 1956. New Delhi Bench. Mr. 2011. Faridabad.f. Practicing Company Secretary was appointed as the Scrutinizer for conducting the postal ballot process. Independent Director of the company has resign from the post of Directorship w. Mr.

rules and regulations. the Company has complied with all the provisions of the Companies Act.73 Cr. New Delhi against the impugned order. Secretarial Audit Report As a measure of good corporate governance practice. management is of the view that no provision in respect of the above demand is required to be made in the books of accounts. Auditor's Report With regard to point no..31. Company Secretaries to conduct Secretarial Audit of the company. as explained in Note No.04 Cr. 28. As per advice received from legal experts and on the basis of merit of the case. 1992 The said complaint is under consideration with SEBI.2011. The Company has preferred an appeal before the Income Tax Appellate Tribunal.The Hon'ble court was pleased to grant an interim relief and directed both the parties to maintain status quo with respect to the derivatives transactions vide an order dated 10. the Board of Directors of the company appointed M/s Vinod Aggarwal and Associates. 1956 & rules made there under.73 crores towards the recovery from the HDFC Bank. the Company's preferred to file an appeal before the Hon'ble Chairperson DRAT. (vii) There are few more cases which are pending before the various authorities and the same has been duly disclosed under Notes to the Account. has been demanded. by the officers of the Ministry of Corporate Affairs (Regional Director. The concerned officers were of the view that the Company had not complied with the provisions of Sections 224. 1956 and the Company Law Board/Regional Director has issued an order in our favour and the same has also been regularized by the company. 212.84 lakhs out of the said transaction. if any as aforesaid. In respect of Diminution in the value of Investment. which has been paid to them against some foreign derivatives transactions.10. Northern Region) in the year 2008-09. Therefore the management is of the view that no provision in respect of Diminution in the value of Investment is required to be made in the books of accounts.49 crores towards mark to market losses arising under the said transactions and also claimed a sum of Rs. New Delhi for Rs. In respect of contingent liability. 1956. 31. New Delhi for Rs. the investment in Wholly Owned Subsidiary Companies have been stated at cost.A are not going to effect the Company's investment in long run. Fixed Deposits Your company has not accepted any deposit from Public during the year under review. 27. the Company has filed appeals with Appellant Authorities in respect of demand raised by Tax Authorities. (iii) The company has received the Income Tax Assessment Order in respect of Assessment Year 2002-03 to 2008-09 in which additional income tax of Rs. 31 of Notes to Accounts.22 crores towards mark to market losses arising under the said transactions and also claimed a sum of Rs.02 crores towards the recovery from the Punjab National Bank. 14. The Company has obtained a Certificate to the effect that their appointment.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 Auditors M/s Nath Ahuja & Co. law. 212. The Secretarial Audit Report as received from the Practicing Company Secretary. 32 of Notes to Accounts. the Company has suo moto filed the Compounding Petitions under Sections 224. explanations are given below. 217(1)(e) and 217(2AA) of the Companies Act. recovery and mandatory injunction against the Reserve Bank of India and HDFC Bank before the Hon'ble High Court. (ii) Compounding petitions filed suo-moto by the company The books of accounts and other statutory records of the Company were inspected under Section 209A of the Act. which has been paid to them against some foreign exchange derivatives transactions. would be in conformity with the limits specified under section 224 (1) (B) of the Companies Act. Statutory Auditors of the Company retire and offer themselves for reappointment. along with the interest of Rs. 300. As per the Secretarial Audit Report the company has complied with all the applicable act. for the Financial Year ended March. Accordingly. if made. 209. The Company's investment in subsidiaries are long term Strategic Investment. there is a high probability that the impugned order will be set aside and the demand will be quashed. 39. 4(f) of the Auditors Report. 2012 is annexed to the Annual Report. the management is of the view that no provision in respect of these demands is required to be made. STATUS OF PENDING LITIGATIONS BEFORE VARIOUS COURT / AUTHORITIES (i) Complaint filed to SEBI on 10th June. The Hon'ble court was pleased to grant an interim relief and directed both the parties to maintain status quo with respect to the derivatives transactions vide an order dated 12. 209. 1956.S. 217(1)(e) and 217(2AA) of the Companies Act. The losses incurred by the wholly owned subsidiary in U. recovery and mandatory injunction against the Reserve Bank of India and Punjab National Bank before the Hon'ble High Court. The Company is in the process of taking necessary steps to improve the profitability and financial position. 15 . as a part of its good Corporate Governance practice and to regularize the inadvertent defaults. However. 64.. 2008 under SEBI Takeover Code read with SEBI Act. On the basis of experts advice received and on the merit of the cases. against the company and the court directed to pay to the applicant a sum of INR 72.2011.08. as explained in Note No. (vi) A petition has also been filed by the HDFC Bank Ltd. in respect of certain years. (v) The company has filed a suit for declaration. 300. (iv) The company has filed a suit for declaration.

Kohinoor Foods also believes that a company is as good as the people who work for it . support missions that help people have a better life. Since its inception. employed for the whole year. Kohinoor Foods maintain high standards for fair and dignified treatment of all the people who work for our company. the provisions of Section 217(2A) of the Companies Act. the Companies Act. knowledge. Information required under Section 217 (1) (e) of the Companies Act. Information regarding Employees No person. experience and passion make a company what it is. the Directors confirm that: a) in the preparation of the annual accounts. For all of its employees. 2012 Jugal Kishore Arora Chairman 16 12 . Being environmentally conscious company and as part of Go Green campaign.000/. protect workplace rights. Directors' Responsibility Statement Pursuant to Section 217 (2AA) of Companies Act.00. closely bonded with each other. No minor labour. For the community who live around its factories and the resettlement groups of Kashmiri migrants. 1988 as amended from time to time is given in Annexure 'B' forming part of this report.000/. Guinness Book of World Record (for making World's Largest Biryani). the non-governmental organization working for the under-privileged. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. garden and irrigate the fields. increase their knowledge & skills and achieve extraordinary results at their workplace. Your Directors also put on record their appreciation and thanks to the Authorities and millions of consumers who have reposed faith in the products of their company. Hence. but like another home and everybody in it like a big family. world class quality products and a healthy environment to all of us around. provide good jobs. the company makes sure it helps them with food & basic necessities of life on a regular basis. 1975 are not applicable. Adherence to global human rights standards. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. Brand Equity Award & many APEDA awards. employed for part of the year. National award for Export Excellence. the commitment and dedication of the employees at all levels that has contributed to the growth and success of the company.their combined talents. 60. 1956 read with the Companies (Particulars of Employees) Rules. The company also considers it as its responsibility to support the community that we live in. respect people. the company has been earning awards and recognition like consumer validated Super Brand Award (thrice in series). Power Brand Award.00. Safe & sound working environment are the things that Kohinoor Foods take utmost care about. Acknowledgment Your Directors acknowledge with gratitude.or more per month during any part of the year under consideration. have put up water treatment plant in our rice factory (Murthal). We have supported the needy girl child's of Him Jyoti School. It also supports 'Khushi'.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e Corporate Social Responsibility Kohinoor also envisions to improve lives in communities we live around. d) The annual accounts have been prepared on a going concern basis Awards & Recognitions Kohinoor Foods is no stranger to Awards & Recognitions.or more per annum. Kolkata set up by Mother Teresa'. For and on Behalf of the Board \Information Regarding Conservation of Energy etc. Kohinoor Foods supports 'Missions of Charity. nor was any of them. the applicable accounting standards have been followed and that there are no material departures. complete Medical facilities for its people. Sd/New Delhi August 31st. Thus. At Workplace. b) appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period. Fair trade practices. skills. Dehradun. where treated water is used for watering the lawn. was in receipt of remuneration of Rs. company's continuous goal is to inspire and motivate its people to hone their talents. was in receipt of remuneration of Rs. 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules. 5. c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. it is not just a place to work. Reader's Digest Most Trusted Brand award (4 times in a row).

Jugal Kishore Arora Mr. accountability and equity in all facets of its operations with its stakeholders including shareholders. the Company ensures best performance by staff at all levels to maximize the operational efficiency and enhancing the stakeholders' value. 2012 Name of Director Category No. From time to time the Board invites members of the senior management to present reports on the Company's operations and internal control system. and the Government.Gurnam Arora Mr. 2012. 10th August. employees. Composition of the Board as on 31st March. The meetings were held on 18th May. As on 31st March.Vijay Burman Mr. Corporate Governance Philosophy The Company's philosophy on Corporate Governance envisages attainment of the highest levels of transparency.Satnam Arora Mr. The Board is headed by an executive Chairman. During the financial year ended 31st March. 2012. KFL*) Number of Committee memberships (including KFL*) Member Mr. the Board comprised six members. Non-Executive and Independent Directors. 2011. 11th November. Information Available to the Board All requisite information as per Clause 49 of the Listing Agreement is placed before the Board during meetings. 2012. It consists of three Executive Directors and three Non-Executive Independent Directors. 2011. 2011 and 14th February.Vijay Parkash Agarwal Chairman (WTD) Jt Managing Director (WTD) Jt. Adopting Corporate Governance as a work ethos. The details of the Directors on the Board of your Company for the year 2011-12 are given below: Directors attendance record and Dircetorship held. Board of Directors Composition of the Board The Board of Directors has an optimal combination of Executive. experience and expertise to guide the Company. of Board Meetings Attended 07 07 Whether Attended last AGM Directorship in Companies (Incl. 2011. The Board members possess the requisite skills. 2011. 2011. Seven meetings of the Board of Directors of the Company were held and the gap between two Board Meetings did not exceed four months. 30th May. 2. lenders. Managing Director (WTD) Independent Director/ Non-Executive Independent Director/ Non-Executive Independent Director/ Non-Executive NA Yes 06 08 NIL 02 Chairman NIL NIL 06 NA 06 NIL NIL 06 NA 02 02 NIL 07 Yes 01 03 02 07 NA 01 03 01 * Kohinoor Foods Limited 17 12 . 1st June. 31st August.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e ANNEXURE 'A' TO THE DIRECTORS' REPORT REPORT ON CORPORATE GOVERNANCE 2011-12 1.Anil Bhatia Mr.

UK . 1949 Post Graduate Mr.Sachdeva Bros. Ltd . Ltd. Inc. Vijay Burman is a Science Graduate with over 40 years experience in Textile Industry. Quality and Secretarial as Control and day well.Kohinoor Foods USA. The fact that to day Corporate the company has Affairs of the taken a Company.Indian Delco Pvt. Vijay Burman 9th April. Taxation Administration.Indo European Foods Ltd. Textile Industry. Mr. 1949 Post Graduate He is a post graduate in English Literature with over 36 years experience in the Construction industry. . UK . . P. Commanding Gurnam Arora's Share of the Basmati Export broad vision Market is largely helped the because of the company to sincere efforts and increase its value. Mr. 1943 Mr. . Qualifications Graduate Experience He is associated with the Organisation since its inception. Satnam Arora 23rd January. Ltd. Directorships -Satnam Int'l Pvt.Indo European Foods Ltd. He has been looking after and is in-charge of Procurement as well as the Production of the Company. together with a sharp eye for detail. Nil 18 12 . the Board has laid down a Code of Conduct for all Board Members and Senior Management Team.Satnam Haegens Ltd. market.Booker Satnam Wholesale Pvt. Ltd. INFORMATION REQUIRED AS PER CLAUSE 49 OF THE LISTING AGREEMENT RELATING TO DIRECTORS Particulars Date of Birth Mr. Nil Ltd. He is an Independent Director of the Company. Mr. He is an Independent Director of the company. A declaration signed by Chairman is enclosed herewith. Finance. A copy of the said Code of Conduct is available on the website of the Company. they have been largely responsible for the wide acceptance that the company's Basmati Brands enjoy all over the World today. .Satnam Int'l Pvt.Sara Textiles Ltd.Satnam Haegens Ltd. Anil Bhatia 10th April. V.1932 Graduate Mr. Pvt. Agarwal is a Science Graduate with over 38 years experience in his field i. Ltd. as well as Purchase. . Ltd. Ltd.Adhiraj Buildcon Pvt. . He has vast He has over thirty experience in three years of marketing the rice experience in rice in overseas industry. HR.Sachdeva Bros. . Pvt.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e Code of Conduct for Board Members & Senior Management Team: In Compliance with the provisions of Clause 49 of the Listing Agreement.Kohinoor Foods USA. initiative taken by The Sales in Mr. In fact. Gurnam Arora 26th March. . Mr. Mr. Pvt. 1950 Graduate Mr. . 1948 Graduate Mr. . He is an Independent Director of the company. Inc. Ltd. All Board Members and Senior Management Team have affirmed compliance of Code of Conduct as on 31st March 2012. . . Satnam Arora. Jugal Kishore Arora 11th October.Satnam Haegens Ltd. Gurnam Arora Satnam Arora has has been looking been looking after after Domestic Export Marketing Marketing.Sachdeva Bros. His vast experiences of more than three decades in the rice industry. domestic market have increased manifolds in the past years. .Satnam Int'l Pvt. have reaped rich dividends. Vijay Parkash Aggarwal 26th February.Indraprastha Medical Corpn.e. . Ltd.

05. The role and powers of the company's Audit Committee as stipulated by the Board are in accordance with the Listing Agreement(s) and Section 292 A of the Companies Act. the Audit Committee met Four (4) times i. Jt.25. Chairman of Investor Grievances and Share Transfer Committee of the Company NIL Number of 44. The other members of the Committee are Mr.41. being the Compliance Officer is entrusted with the responsibility to specifically look into the redressal of shareholders and investors complaints and report the same to Investors Grievance/ Share Transfer Committee.990 NIL Presently. During the year under review.e. Mr. 10th August. Banking. who has the expertise in the accounting and financial management is the Chairman of the Audit Committee. He is a member of Investor's Grievances and Share Transfer Committee and Chairman of Audit Committee and Remuneration Committee of the Company. 2011 and 14th February. Mr. Satnam Arora. The Company Secretary. replacement of lost/ stolen/ mutilated share certificates. NIL 2011-12 Memberships/ No Membership Chairmanships of Board Committees He is a member of Remuner-ation Committee and Audit Committee and . i) Audit Committee The Company has an Audit Committee which deals in matters relating to financial reporting and internal controls. Vijay Parkash Agarwal. The Functioning and terms of reference of Investors Grievance/ Share Transfer Committee includes: Ÿ To specifically look into the redressal of investors' grievance pertaining to transfer/ transmission of shares. The Committee consists of three members. All the members are independent and non-executive Directors and are financially literate. the Audit Committee. The Company Secretary acts as Secretary to the Committee. 2011. Mr. Vijay Burman and Mr. 1956.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e He is a member of Investors' Grievances and Share Transfer Committee No Membership He is a member of Remu-neration and Audit Committee of the Company. the Board has three committees viz. 2012 and attendance of the Members at the meetings was as follows: Name Mr.Vijay Parkash Agarwal Mr. Managing Director and the person responsible for Finance and Accounting.299 Shares held in the Company as on 31. Satnam Arora and is chaired by Sh Vijay Parkash Agarwal. Anil Bhatia who are Non-Executive and Independent Directors. Mr. who were the permanent invitees. Taxation and other departmental head were also present time to time apart from the Internal Auditors and Statutory Auditors.07. Vijay Parkash Agarwal and Mr. dividends. Board Committees 37. on 30th May. the Shareholders'/Investors' Grievance Committees and Share Transfer Committee and the Remuneration Committee. 11th November. Position Chairman Member Member Meetings Attended 4 4 4 19 12 . an independent director.Vijay Burman Mr.2012 3.Anil Bhatia ii) Investor's Grievance / Share Transfer Committee The Investors Grievance/ Share Transfer Committee of the Company comprises of two Non-executive and Independent Directors. dematerialization/ rematerialisation. 2011. Vijay Burman.345 47.

Copernicus Marg. New Delhi-110002 Pearey Lal Bhawan Association.e.03.Vijay Parkash Agarwal Mr. the Committee met 19 times and the attendance of the Members was as follows: Name Mr. NIL 5. No requests for share transfers are pending except those that are disputed or sub-judice. General Body Meetings Details of location of the last three Annual General Meetings of the Company are given below : Year Ended 2009 2010 Date of AGM 29-04-2010 22-07-2010 Time 11:00 A.e. The remuneration committee meet once during the year 2011-12. all of which were resolved within the stipulated period to the satisfaction of the Complainants.07 2011 27-09-2011 10. transmission and transposition of shares. Disclosures The Related Party Transactions of the company are disclosed in the notes to Accounts provided in the Balance Sheet as at 31st March 2012.Gurnam Arora 4. Satnam Arora Mr.2012. 2. w.f 26.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e Ÿ To consider the matters relating to transfer. NONE a) Related Party Transactions 20 12 . Venue Little Theatre Group.Satnam Arora Mr.09.M. New Delhi-110001 Pearey Lal Bhawan Association.00 A.07 5 years. Bahadur Shah Zafar Marg.Vijay Burman Position Chairman Member Member Meetings Attended 19 19 19 iii) Remuneration Committee. 10.00 A. w. w.2011 to 31.04.09. Pecuniary relationships or transactions with the Non-Executive Directors. 2. Bahadur Shah Zafar Marg.07 5 years. During the year.Jugal Kishore Arora Mr.Lacs) 36 36 36 Other Perquisites NIL NIL NIL Service Contract Tenure 5 years.M. New Delhi-110002 Special Resolutions Passed NIL NIL Salary (Rs. replacement of lost/ stolen and mutilated share certificates and review of requests for dematerialization/ rematerialisation of shares Ÿ Other related issues and to strengthen investors' relations.f 26.e. REMUNERATION OF EXECUTIVE DIRECTORS FOR 2011-2012 Name of Director Mr.f 26.09. The Company received a total of 34 Complaints from investors during the year 01. sub-division and consolidation of shares.M. All the resolutions set out in the respective notices were passed by show of hands at the above AGMs.

The financial results and investor update are displayed on the website of the company www. The quarterly.The Bombay Stock Exchange Ltd. Shareholder Information Annual General Meeting Date Time Venue Financial Calendar Date of Book Closure CIN 8..09. 2. Trading symbol / Stock code 1. New Delhi -110 002 1st April to 31st March 15.in. A qualified practicing Company Secretary carried out audit on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. SEBI or any other Statutory Authority.09. 7. 9. Payment of depository Fees Annual Custody / Issuer fees for the year 2012-13 has been paid by the Company to NSDL and CDSL. There are certain Non-mandatory requirements which have also been unilaterally adopted by the Company.ISIN Number for NSDL & CDSL : : : Kohinoor 512559 INE080B01012 21 12 . Mumbai 3. both the Stock Exchanges. Payment of Listing Fees The annual listing fee for the year 2012-13 has been paid by the company to BSE and NSE. Means of Communication The Company interacts with its shareholders through multiple forms of corporate and financial communications such as annual reports. The Management discussion and Analysis Report has been included elsewhere in the Report and Accounts. Half Yearly and Yearly results are generally published in English and Hindi Newspapers viz Financial Express and Jansatta. result announcement and media releases. c) The Company has complied with the applicable mandatory requirements of Clause 49 of the Listing Agreement. and National Stock Exchange of India Ltd.2012 to 27. on any matters relating to Capital Market during the last three years. The reconciliation of share capital audit report confirms the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL. 11.M Pearey Lal Bhawan Association.National Stock Exchange of India Ltd. 10. : : : : : : 27th September.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 b) Compliances made by the Company The Company was not subject to any non-compliance and no penalties or strictures have been imposed by Stock Exchanges.kohinoorfoods. Bahadur Shah Zafar Marg. 6. 2012 12:30 P. 2.2012 (both days inclusive) L52110DL1989PLC037097 d) Reconciliation of Share Capital Audit Listing on Stock Exchanges The Equity Shares of the Company are listed with The Bombay Stock Exchanges Ltd.

10 30.90 47.35 35.75 43.10 30.70 38.50 40.60 B.00 53.05 45.70 39.35 35. (NSE) and The Bombay Stock Exchange Ltd.20 29.10 30.25 41.80 30.00 47.95 45.60 44.35 46.E Low(Rs.45 36.35 N.00 35.20 36.45 64.80 53.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e STOCK MARKET DATA Monthly High and Low quotations of Shares traded at The National Stock Exchange of India Ltd.40 48.15 35.05 51.) 44.) April 2011 May June July August September October November December January2012 February March 53.10 S&P CNX Nifty/Sensex vis-à-vis Kohinoor Foods Relative Price Movements April 2011 – March 2012 ( Base price as on 1st April 2011) 22 12 .S.) 45. (BSE) Month/Year High(Rs.60 38.S.60 39.40 63.00 48.15 40.80 High(Rs.E Low(Rs.25 30.35 44.80 40.35 55.70 40.25 44.40 55.) 53.00 50.00 46.40 48.60 40.25 46.

55 2. 15. 2012).FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 12. Compliance Certificate The Joint Managing Directosr of the company give quarterly certificate on compliance with various laws and regulations and other legal requirement of the central. D-153-A. Okhla Industrial Area. (The SEBI has reduced the date from 30 days to 15 days w. Distribution of Shareholding and shareholding pattern as on 31st March.00 Shareholding Pattern as on 31st March. state and other government and local authorities concerning the business and affairs of the Company.14 3.02 100.001 5.000 10. 2012.42 0. CEO and CFO Certification The Joint Managing Directors of the company give quarterly certification on Financial Results while placing Financial Results before the Board in terms of clause 41 of the Listing Agreement.24 0.000 5. 13.77 100.001 Total 500 1.I.45 100.00 TOTAL SHARES Total 2783366 1298738 959903 434467 348605 320334 896738 21151073 28193224 % of Total 9. NO. Registrar and Transfer Agent M/s.001 4.27 5.Is Corporate Bodies Public Public NRIs/OCBs Any Other Total 14. Financial Institution F.87 4.18 75. 2012 Category Promoters Mutual Funds & UTI Banks. New Delhi 110 020 Share Transfer System All the Transfers received are processed and approved by the share transfer committee and returned to the shareholders within a period of 30 days. 1 501 1001 2.f 5th July.06 15. 23 12 Number of Shares 13644998 118401 17500 4389665 9824199 215961 28193224 Percentage (%) 48.000 2.16 0.58 0. OF SHARES SHARE HOLDERS No.e.40 0.001 3. 2012.001 10. Ltd.24 1.000 3.61 3.85 0. Distribution of Shareholding As on 31st March. Skyline Financial Services Pvt.000 4.00 .000 Above 26314 1617 629 169 97 69 122 132 29149 % age 90.54 1. Phase-I.42 0.40 1.33 0. Ist Floor.57 34. The Company obtains from a practicing Company Secretary half yearly certificate of compliance as required under clause 47(c) of the Listing Agreement and files the same with Stock Exchanges.

20.76.Ltd. Masjid Moth. Murthal. (Haryana) . Libaspur. Phase-I.71. Ltd.R.50-51 Milestone. 17. Registration with SEBI SCORE As per SEBI Circular No.09. 2011. Skyline Financial Services Pvt. stand dematerialized.f. Cir/ISD/3/2011 dated June 17. shareholders holding shares in demat mode should address their correspondence relating to their holdings to the respective Depository participants.in. Ist Floor. Plant Locations . 2012 the List of Un-paid dividend shareholders as on date of last Annual General Meeting is now available on MCA Portal as well as on the Company's website www. New Delhi 110 020 Or The Company Secretary Kohinoor Foods Limited 201.20% of the share capital of the Company. (NSDL) and the Central Depository Services (India) Ltd.85. Sonepat.2011) 21. all the Shares of the Promoters is in Dematerialization form.Karnal Road. New Delhi 110 048 However..352 (E) dated 20th May. 2012 New Delhi 24 12 . Greater Kailash-II. As on 31st March. Address for Correspondence Shareholders Correspondence may be addressed to : M/s. Declaration as required under Clause 49 of the Listing Agreement All Directors and senior management of the Company have affirmed compliance with the Code of Conduct for the financial year ended 31st March 2012 FOR AND ON BEHALF OF THE BOARD Sd/Jugal Kishore Arora Chairman 31st August .09. Un-Paid Dividend of Shareholders As per MCA Circular no. 2012. Okhla Industrial Area. 2011. (CDSL). Dematerialisation of Shares The Shares of the company are in Compulsory Demat segment and are available for trading in the depository systems of both the National Securities Depository Ltd. Vipps Centre.824 Equity Shares of the Company forming 98.(transferred to M/s Kohinoor Speciality Foods India Pvt. Bahalgarh. the Company got registered with SEBI for redressing of Complaints of Shareholders by SEBI Complaints redress System (SCORE). G.S. D-153-A. w. Dist. Dist. CIR/OIAE/2/2011 dated June 3. Sonepat (Haryana) .FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e 16. 19. G.T. 18.e.kohinoorfoods. Promoter Shareholding In compliance of the SEBI circular No. 2.

xii.wherever required. 1999 and the Rules and Regulations made under that Act to the extent applicable to Overseas Direct Investment (ODI) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act. 31. Based on my examination and verification of the registers. 25 12 . viii. Masjid Moth Greater Kailash-II New Delhi – 110 048 We have examined the registers. ix. the Committees of Directors and government authorities. closure of the Register of Members. documents and resolutions required to be filed with the Registrar of Companies. v The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations. xi. iv. xv. the Board of Directors. 1. Auditors and the Registrar of Companies. 1956 (“the Act”) and the Rules made under that Act. payment of remuneration to the Directors including the Managing Director and Whole time Director designated as Chairman. I report that the Company has.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e SECRETARIAL AUDIT REPORT 2011-12 To The Board of Directors Kohinoor Foods Limited 201. issue and delivery of duplicate certificates of shares. borrowing and registration. 1956 (SCRA) and the rules made under that Act. x. approvals of the Members. in my opinion. 2012 according to the provisions of: Ø Ø Ø Ø The Companies Act. v The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations. service of documents by the Company on its Members. iii. transfers and transmissions of the Company's shares. constitution of the Board of Directors / Committee(s) of directors and appointment. as required under the Act to the Investor Education and Protection Fund. The Foreign Exchange Management Act. forms. 1992. with regard t i ii. records and documents of Kohinoor Foods Limited (hereinafter referred to as “the Company”) for the financial year ended on March. maintenance of various statutory registers and documents and making necessary entries therein. records and documents produced to me and accordingto the information and explanations given to me by the Company. complied with the provisions of the Act and the Rules made under the Act and the Memorandum and Articles of Association the Company. v The Securities Contracts (Regulation) Act. transfer of amounts. modification and satisfaction of charges wherever applicable. xiv. vii. v. v The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. Vipps Center. the meetings of Directors and Committees of Directors including passing of resolutions by circulation. 1996 and the Regulations and Bye-laws framed under that Act. The Depositories Act. xiii. vi. appointment and remuneration of Auditors. 1992 ('SEBI Act'). and v The Equity Listing Agreements with The Bombay Stock Exchange Limited and National Stock Exchange of India Limited. the 22nd Annual General Meeting held on 27th September 2011. 2011. 2009. returns. retirement and re-appointment of Directors including the Managing Director and Whole time Director designated as Chairman. notice of Board meetings and Committee meetings of Directors. minutes of proceedings of General Meetings and of Board and its Committee Meetings.

SCRA. registered office and publication of name of the Company. generally. to voluntary comply with the recommendations contained in Corporate Governance Voluntary Guidelines. I further report that the Company has complied with the provisions of the Depositories Act. ii. investment of the Company's funds including inter-corporate loans. contracts. ii. 1992 including the provisions with regard to disclosures and maintenance of records required under the Regulations. 3. For Vinod Aggarwal & Associates. voluntarily. SEBI Act. 2009 issued by the Ministry of Corporate Affairs. 1996 and the Byelaws framed thereunder by the Depositories with regard to demetarialisation/rematerialisation of securities and reconciliation of records of dematerialised securities with all securities issued by the Company. the Directors have complied with the disclosure requirements in respect of their eligibility of appointment. 217(1)(e) and 217(2A) of the Act were received by the Company and its Directors. Show Cause Notices under Section 209. the Company has complied with the requirements under the Equity Listing Agreements entered into with The Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. the Directors have complied with the requirements as to disclosure of interests and concerns in arrangements. the Company has also. the Company has obtained all necessary approvals under the various provisions of the Act. Note: This report has been prepared on the request of the Company. their being independent and the compliance with the code of Business Conduct & Ethics for Directors and Management Personnel. Directors' Report. form of Balance Sheet and Profit & Loss Account as prescribed in the revised Schedule VI of the Act and as certified by the Statutory Auditors. the Company has complied with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations. xviii. got compounded the defaults/irregularities under Section 297 and 211 of the Act. its Directors and Officers. 2012 26 12 . xvii. wherever required. the Company has complied with provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations. Listing Agreement and Rules. 4. Apart from the aforesaid. Apart from the aforesaid. there was no prosecution initiated against the Company and no fines or penalties were imposed on the Company during the year under review under the Companies Act. shareholdings / and directorships in other companies and interests in other entities. 2011 including the provisions with regard to disclosures and maintenance of records required under the Regulations iii. I further report that: i. giving guarantees in connection with loans taken by subsidiaries. xix. 2. other applicable provisions of the Act and the Rules made under that Act. I further report that. Company Secretaries Sd/Vinod Aggarwal CP No: 8816 Date: August 31. iv. xx. The Company has since got the aforesaid defaults/irregularities compounded by the competent authorities by paying the compounding fee. i.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e xvi. iii. common seal. Regulations and Guidelines framed under these Acts against the Company. 212. and xxi. Depositories Act.

FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e CORPORATE GOVERNANCE CERTIFICATE BY AUDITORS 2011-12 To the Member. for the year ended on 31st March. CHARTERED ACCOUNTANTS FRN : 001083N sd/N. This has resulted in the Company being able to launch a range of products in the frozen foods category including frozen curries. adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. Research & Development (R & D) i) Specific areas in which R&D carried out by the Company and benefits derived as a result of R&D Research & Development has always been a focus area at Kohinoor Foods. We have examined the compliance of condition of Corporate Governance by Kohinoor Foods Ltd. as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchanges. frozen biryanis & pulses.(the Company). continued to receive close attention. For NATH AHUJA & CO. The R&D team of the Company has worked on a number of areas. In this regard the Company has introduced energy saving features in the systems and monitors by which the user saves the power consumption to a considerable extent. 2012. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the company. It is neither an audit nor an expression of opinion on the financial statements of the Company. In the last year the Company has put s p e c i a l efforts in research and development. more specifically in the areas of frozen foods. Date: 09-08-2012 ANNEXURE – 'B' TO THE DIRECTORS' REPORT Information as per Section 217 (1) (e) of the Companies Act. we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. A. B. 27 12 . The compliance of conditions of Corporate Governance is the responsibility of the management. Conservation of Energy Improvement of methods of Energy Conservation and optimal utilisation of Energy in all operations. The Company is continuously making efforts to provide best of quality products to its customers.N. Company is always conscious to conserve energy through improved methods of operations and design. The Company has also done a range of frozen desserts like kheer. 1988 and forming Part of the Directors' Report for the year ended 31st March. 80178 Place: New Delhi. ii) Future plan of action Steps are continuously being taken to promote the branded sales in domestic as well as overseas market. Kohinoor Foods Limited. phirni etc. frozen snacks and breads. 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules. In our opinion and to the best of our information and according to the explanations given to us. AHUJA PROPRIETOR Membership No. 2012. Our examination was limited to procedures and implementation thereof.

and other vegetables) With its traditional strength in the exports of basmati gathered over the years. France and other middle-eastern countries. It has now made substantial inroads in the overseas markets. D. particularly in USA.10. Kohinoor Foods has put in a lot of emphasis to increase exports of value added food products. Adaptation and Innovation had always been the key strength of the Company. Kohinoor Foods has concentrated in marketing of valued added food products and basmati rice in order to maximise selling under its own brand names even in the overseas markets. produced in India. 31.172/0. b) Activities related to exports. the following: Ÿ Basmati Rice Ÿ Pulses and Lentils Ÿ Spices Ÿ Processed Foods (value added culinary products using basmati rice.32.In the last year. and spices & seasonings from the country. Foreign Exchange Earnings and Outgo a) Total Foreign Exchange earned and used. England. 51. 31. basmati rice.282 Lacs during the year under review.172/Rs.888 Lacs as against Foreign Exchange Outgo of Rs. Canada. FOR AND ON BEHALF OF THE BOARD Sd/Jugal Kishore Arora Chairman 31st August . Kohinoor Foods has yet again put special efforts to increase the exports of value added food products in the last year. Adaptation and Innovation Technology Absorption. The company having two subsidiaries in USA and UK and a joint venture operation in United Arab Emirates. initiative taken to increase exports.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e : : : : Nil Rs. 2012 New Delhi 28 12 . Capital Recurring Total Total R&D expenditure as a percentage of total turnover Technology Absorption.32. has been able to provide renewed impetus to the growth of exports of various agro commodities. Company plans to be a leading player in technology introduction through innovative products. Namely.03% iii) Expenditure on R&D a) b) c) d) C. development of new export markets for products. Foreign Exchange Earnings of the Company amounted to Rs.

I. 1956' of India (the 'Act') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanation given to us.47. These financial statements are the responsibility of the Company's management. In our opinion and to the best of our information and according to the explanations given to us. Contingent Liability In respect of contingent liability related to taxation matters the management is of the view that the necessary appeal has been filed with the statutory authorities and therefore provision for contingent liabilities does not have to be made. none of the directors is disqualified as on March 31. Investment has been shown at cost. Diminution In Value of investment The company has invested in its Wholly Owned Subsidiary in the U. b. e. We believe that our audit provides a reasonable basis for our opinion. of the profit of the Company for the year ended on that date. c.60. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. d. . An audit also includes assessing the accounting principles used and significant estimates made by management. On the basis of written representations received from the directors as on March 31. from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act. the financial statements read with notes to the accounts give the information required by the act in the manner so required. As required by the Companies (Auditor's Report) Order.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 AUDITORS' REPORT To The Members of Kohinoor Foods Limited. Further to our comments in the Annexure referred to above. An audit includes examining. which to the best of our knowledge and belief.S. 2012. proper books of account as required by law have been kept by the company so far as it appears from our examination of those books. 3. f. In our opinion. The Balance Sheet.) have been incurred till date.(USD 61. we report that:We have obtained all the information and explanations. We decline to comment on the views of the management. 2012. 31 and 32 regarding Contingent Liabilities and Diminution in value of investment respectively. on a test basis. Our responsibility is to express an opinion on these financial statements based on our audit. and 29 12 2. 1. In the case of the Profit and Loss Account. Diminution in the value of the Investment has not been provided for. and taken on record by the Board of Directors. and give a true and fair view in conformity with the accounting principles generally accepted in India: In the case of the Balance Sheet. of the state of affairs of the Company as at March 31. a. Attention is drawn to Note No. evidence supporting the amounts and disclosures in the financial statements.166/.022/. g. as well as evaluating the overall financial statement presentation. we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. were necessary for the purpose of our audit. We have audited the attached Balance Sheet of M/s Kohinoor Foods Limited as at March 31. the Balance Sheet. We conducted our audit in accordance with the auditing standards generally accepted in India. 2012. In our opinion. which are signed under reference to this report. ('the said Order') issued by the Central Government of India in terms of sub-section (4A) of section 227 of 'The Companies Act. whereas it is observed that Losses of INR 31. to the extent applicable.44. ii. 4. Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act. the Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. 2003 (as amended). Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account. 2012.

secured or unsecured. the said register is not in accordance with the requirements of the Act. Therefore. (b) The Company has not taken any loans. (c) According to the information and explanation given to us. inventories were physically verified during the year by the management at reasonable intervals. the company is maintaining proper records of inventory and there was no material discrepancies noticed on physical verification. the frequency of physical verification is reasonable having regard to the size of the Company and the nature of assets. iv) In our opinion and according to the information and explanations given to us. iii) In respect of unsecured loans granted by the company to companies covered in the register under section 301 of the Companies Act. The maximum balance outstanding during the year was INR 47. 1956 and according to the information and explanation given to us: (a) The Company has given unsecured interest free loan to its wholly owned subsidiary company and Joint Venture Company covered in the register maintained under Section 301 of the Companies Act. having regard to the long term involvement with the above mentioned companies and considering the explanations given to us in this regard. ii) In respect of its inventories: (a) As informed and represented to us. Date: 09-08-2012 PROPRIETOR Membership No. firms or other parties covered in the register maintained under Section 301 of the Act. (c) The Company has sold food factory at Bahalgarh (Haryana) during the year. (b) As explained to us. Further. the provisions of sub-clauses (e). (f) and (g) of clause 4(iii) of the Order are not applicable. of the cash flows for the year ended on that date. At the year end. the Company is maintaining Fixed Assets Register showing necessary particulars. the physical verification of fixed assets was conducted by the management at reasonable intervals and the discrepancies noticed on such verification are properly dealt within the books of accounts. AHUJA) iii. fixed assets and for the sale of goods & services. an amount outstanding against the loan granted to the above mentioned companies aggregated to INR 47. In our opinion and according to information and explanation given to us it does not effect the going concern. from companies. on the basis of our examination of the books and records of the Company.N. In our opinion. In our opinion.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e For NATH AHUJA & CO. prima facie.08 Crores. and according to the information and explanations given to us. 30 12 . we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system. having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations. 80178 ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our report of even date) i) In respect of its fixed assets: (a) In our opinion and on the basis of the information and explanation given to us. there is an adequate internal control system commensurate with the size of the company and nature of its business with regard to purchases of inventory. the procedures of physical verification of inventories followed by the Management were reasonable and adequate having regard to the size of the company and nature of its business. (CHARTERED ACCOUNTANTS) FRN : 001083N Sd/(N. In the case of the Cash Flow Statement.08 Crores. (b) According to the information and explanation given to us. the terms and conditions of the above are not. 1956. Place: New Delhi. However. prejudicial to the interests of the Company.

FOODS LIMITED

D e l i ve r i n g va l u e s t o c u s t o m e r s

ANNUAL REPORT

wo r l d w i d e

2011-12

v)

In our opinion and according to the information and explanations given to us, there were no contracts or arrangements that need to be entered in the register maintained under section 301 in respect of any party during the period and hence provisions of paragraph (v) (b) of the said Order relating to reasonableness of price having regard to prevailing market price is not applicable to the Company.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year. Therefore, the provisions of clause 4 (vi) of the said order are not applicable to the Company. vii) In our opinion and according to the information and explanations given to us, the Company has an Internal Audit System commensurate with the size and nature of its business. viii) According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Act, in respect of the products manufactured by the company. ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Service Tax, Wealth Tax, Custom Duty, Excise duty, Cess and other material statutory dues as applicable with appropriate authorities except for some delay in depositing the same. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income tax, Sales tax, Service Tax, Wealth Tax, Custom Duty, Excise duty, Cess and other statutory dues were outstanding, as at March 31, 2012 for a period of more than six months from the date they became payable. (c) According to the information and explanations given to us, there are dues of Income Tax, Sales Tax and Excise Duty which have not been deposited on account of any dispute. The details of disputed dues as at March 31, 2012 in respect of Excise duty, Sales tax and Income tax that have not been deposited by the company are as follows :(INR. In Lacs) Nature of Dues Income Tax Sales Tax- Delhi Sales Tax- Amritsar Market Fees Excise Duty Service tax Income tax (TDS/TCS) x) Amount 9576.92 122.00 450.41 39.69 42.90 259.25 1.57 Period to which the Amount Relates 2002-03 to 2008-09 1991-92 to 2000-01 2009-10 to 2010-11 2010-11 April 2005 to February 2006 2004-05 to 2008-09 2007-08 (4 Quarter)
th

Forum where dispute is pending Income tax Appelatte Tribunal- (New Delhi) Commissioner of Sales Tax (Delhi) Deputy Excise & Taxation Commission (Appeal) Supreme Court of India CCE (Appeals) Service tax Appelatte Tribunal- (New Delhi) Commissioner of Income tax (Appeals)

The Company does not have any accumulated losses as at the end of the Financial Year and it has not incurred Cash losses in the Current Year, However The Company has incurred cash losses of INR 24.34 Crores during the immediately preceding financial year.

xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions or banks or bond holders. xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities. xiii) The provisions of any special statue applicable to Chit fund / Nidhi / Mutual Benefit Fund / Societies are not applicable to the Company.

31 12

FOODS LIMITED

Kohinoor Foods Limited

D e l i ve r i n g va l u e s t o c u s t o m e r s

wo r l d w i d e

xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, and debentures and other investments. xv) According to the information and explanation given to us, the Company has given corporate guarantee of a sum of INR 95.12 Crores for loans taken by its wholly owned subsidiaries from banks. In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by its wholly owned subsidiaries from banks are not prima facie prejudicial to the interest of the Company. xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which they were obtained. xvii) According to the information and explanations given to us, no funds raised on short basis have been used for long term purpose. No long-term funds have been used to finance short-term assets except working capital. xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. xix) The company has no outstanding debentures as at the year end. xx) The Company has not raised any money by public issue during the year. xxi) During the course of our examination of the books of account, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by the management.

For NATH AHUJA & CO. (CHARTERED ACCOUNTANTS) FRN : 001083N Sd/(N.N. AHUJA) Place: New Delhi, Date: 09-08-2012 PROPRIETOR Membership No. 80178

32 12

FOODS LIMITED

D e l i ve r i n g va l u e s t o c u s t o m e r s

ANNUAL REPORT

wo r l d w i d e
NOTE AS AT 31.03.2012

2011-12

BALANCE SHEET AS AT 31ST MARCH, 2012 PA R T I C U L A R S EQUITY AND LIABILITIES Shareholder's Fund Share Capital Reserve and Surplus Non-Current Liabilities Long Term Borrowings Long Term Provisions Current Liabilities Short Term Borrowings Trade Payables Other Current Liabilities Short Term Provisions TOTAL ASSETS Non-Current Assets Fixed Assets Tangible Assets Capital Work-in-Progress Non-Current Investments Deferred tax assets (net) Long Term Loans and Advances Current Assets Inventories Trade Receivables Cash and Bank Balances Short Term Loans and Advances Other Current Assets TOTAL Significant Accounting Policies Notes on Financial Statements In terms of our separate report of even date attached For NATH AHUJA & CO. CHARTERED ACCOUNTANTS FRN : 001083N Sd/(N.N. AHUJA) PROPRIETOR Membership No: 80178 Place :- New Delhi Dated :- 09.08.2012 Sd/SATNAM ARORA JT. MG. DIRECTOR Sd/RAMA KANT COMPANY SECRETARY & GM (LEGAL)

(Rs. In Lacs) AS AT 31.03.2011

1 2

2,819.32 32,785.77 35,605.09

2,819.32 14,460.80 17,280.12 12,226.52 147.70 9,646.56 12,374.23 69,977.41 8,360.57 11,674.01 3,022.42 93,282.18 138,533.83 93,034.40 122,688.75

3 4

9,511.63 134.93

5 6 7 8

71,877.78 3,057.93 11,473.47 6,873.00

9 6,145.39 3,254.40 10 11 10,071.74 998.55 4,887.63 15,957.92 12 13 14 15 16 84,919.51 18,908.12 1,224.89 8,036.69 86.90 113,176.12 138,533.83 76,895.00 19,156.04 1,157.32 4,994.55 37.65 102,240.55 122,688.75 9,399.79 5,272.56 3,856.80 5,850.88 1,189.98 4,277.98 11,318.84 9,129.35

FOR AND ON BEHALF OF THE BOARD

Sd/GURNAM ARORA JT. MG. DIRECTOR Sd/KAMAL DEEP CHAWLA DGM (FINANCE & ACCOUNTS)
33 12

56 9.619.99 8.850.97 17 18 96.540.2011 STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH.13) (2.810.27) (8.09.79 90.2012 INCOME Revenue from Operations Other Income Total Revenue EXPENDITURE Cost of Material Consumed Purchases of Stock-in-Trade Changes of Inventories of Traded Goods.405. DIRECTOR Sd/GURNAM ARORA JT. AHUJA) PROPRIETOR Membership No: 80178 Place :.861.07 18.40 3.20 24.111.45 (3.174.035.23 799.53) 1.172.43 18.366. In Lacs) FOR THE YEAR ENDED 31.603.00 29 19 20 21 22 23 9 24 53.23 3.989.52 104.03.Extra Ordinary Items Profit Before Tax Tax Expenses Current Tax Deferred Tax Profit for the year Earnings per equity share of face value of Rs.91 54.24 13.324.11 90.348.New Delhi Dated :. 2012 FOR THE YEAR ENDED PA R T I C U L A R S NOTE 31.221. Employee Benefits Expenses Finance Costs Depreciation and Amortisation Expenses Other Expenses Total Expenses Profit Before Extra Ordinary items and Tax Less :.57 25.986.03.03 33.40) (885.2012 34 12 FOR AND ON BEHALF OF THE BOARD Sd/SATNAM ARORA JT. MG.221.102.758.977. DIRECTOR Sd/RAMA KANT COMPANY SECRETARY & GM (LEGAL) Sd/KAMAL DEEP CHAWLA DGM (FINANCE & ACCOUNTS) .62 1.81 239.05 5.80 8.) Significant Accounting Policies Notes on Financial Statements 36 65.14 (4.76 130.233.982.088.42 88. CHARTERED ACCOUNTANTS FRN : 001083N Sd/(N. 10 each Basic and Diluted (in Rs.261.743.83 22.265.733.86 2.08.N.00 191. MG.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e (Rs.55 1.61 978.33) In terms of our separate report of even date attached For NATH AHUJA & CO.

89 10.16) ---(128.Cash & Cash equivalent at end of the year * * Cash & Cash equivalent include : Restricted Bank Balance ( In dividend accounts) FDR/Margin money with Bank 25.37 (2.157.Cash & Cash equivalent at begning of the year .597.52 (3.61 (33.94 1.157.509.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH.58 1.221.129.New Delhi RAMA KANT KAMAL DEEP CHAWLA Dated :.516. DIRECTOR Membership No: 80178 Sd/Sd/Place :.048.644.07 9.N.701.61) 33.850.23 978.77) 19. MG.986.89) (9. CASH FLOW FROM INVESTING ACTIVITIES Profit from sale of business Purchase of fixed assets and change in Capital work in progress Investments Loans & advances and other current assets Net cash from Investment activities C.06 1.51) (4.78) (3.91 (8.597.32 1.575.92) (12.582.32 (Rs.83) ---(3.2011 2.980.2012 COMPANY SECRETARY & GM (LEGAL) DGM (FINANCE & ACCOUNTS) 35 16 12 .44 ---1.83) (14.035.04) 24.221.24 8.72 (1.172.62) 1.72) 2.14 In terms of our separate report of even date attached FOR AND ON BEHALF OF THE BOARD For NATH AHUJA & CO.32 14.82 ---(8.038.23 ---11.405.2012 A.09.399.61) (9.45) (3.61) (4.51) (1.86) (3.024.035. AHUJA) SATNAM ARORA GURNAM ARORA PROPRIETOR JT.248.714.900. 2012 FOR THE YEAR ENDED PA R T I C U L A R S 31.665.79 1.192.822. CASH FLOW FROM OPERATING ACTIVITIES Net Profit before tax & extra ordinary items Adjustments for : Depreciation Interest Profit from sale of business Operating profit before working capital changes Adjustments for : Debtors Inventories Current Liabilities & Provision Direct taxes Cash flow before extra ordinary items Extra ordinary items Net cash from operating activities B.37) (3.889.69 841. MG.03.03. CASH FLOW FROM FINANCING ACTIVITIES Redemption of FCCB (Including redemption premium) Proceeds from short term borrowings Repayment of long term borrowing Interest paid Net cash flow from financing activities NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS .224.346.402. In Lacs) FOR THE YEAR ENDED 31.45) (3. DIRECTOR JT.220.08.05 799.427.23) 7.42) 7.82 (418.62 (5.975.00) (10. CHARTERED ACCOUNTANTS FRN : 001083N Sd/Sd/Sd/(N.19 247.850.619.13) 67.

Sales are recorded net of sales returns. Deferred Tax Deferred tax assets and liabilities are computed on the timing differences at the balance sheet date between the carrying amount of assets and liabilities and their respective tax bases. on the accrual basis of accounting and comply with the Accounting Standards prescribed by the Companies (Accounting Standard) Rules. lease rentals and write off of deferred revenue expenditure. Revenue Recognition : The company follows the mercantile system of accounting and recognizes the income and expenditures on accrual basis except in case of significant uncertainties. The depreciation rates which are different from the principal rates specified in Schedule-XIV are as follows:Tarpaulin 100% Wooden & Plastic Crates 100% In case of items having value of Rs. creation of deferred tax asset. as adopted consistently by the company. Capital WIP includes the cost of fixed assets that are not yet ready for their intended use. The deferred tax charge or credit is recognized using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. 36 12 . Capital work in progress is stated at cost. 1956. The principles of the revenue recognition are given below : Sales are recognized as follows : Domestic Sales . Fixed Assets Fixed Assets are stated at cost less accumulated depreciation.At the time of issue of Bill of Lading. Use of Estimates and Judgments The preparation of financial statements are in conformity with the Accounting Standards which requires Management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures relating to the contingent liabilities as on the date of balance sheet and the reported amount of revenues and expenditures during the reporting period. Examples of such estimates include useful life of fixed assets. Certain items of income such as insurance claim. Grants related to revenue are deducted from the related expense.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation of Financial Statements The financial statements are prepared and presented under the historical cost convention. Actual results may differ from those estimates. Taxes on Income Current Tax: Provision is made for current Income Tax Liability estimated to arise on the results for the year at the current rate of tax in accordance with Income Tax Act 1961. Leases In respect of Operating lease. The estimates and assumptions used in the Financial Statements are based upon Management's best evaluation of the relevant facts and circumstances as of the date of the Financial Statements. as on the balance sheet date.overdue interest from customers etc have been considered to the extent the amount is accepted by the parties. price differences and sales tax. acquired during the year have been charged to profit & loss account at 100% in the year of purchase. market fees refund .000/. 5. Deferred Tax Assets (DTA) is recognized based on management estimates of virtual certainty that sufficient future taxable income will be available against which such DTA can be realized.or below. Government Grants Grants in the nature of capital contribution towards setting up of projects in backward area is adjusted from the cost of the related fixed assets. lease rentals are accounted on accrual basis in accordance with the respective lease agreements.At the point of dispatches to customers. Export Sales . Cost comprises the purchase price and any attributable cost of bringing the assets to its working condition for its intended use. 1956 to the extent applicable. Sale of license and duty draw back are recognized on realization basis. Depreciation Depreciation is provided on written down value basis at rates provided in Schedule XIV to the Companies Act. 2006 and the relevant provisions of the Companies Act.

The company contributions to defined contribution plans are recognized in the profit and loss account in the financial year to which they relate. . Actuarial gains and losses in respect of gratuity are charged to profit and loss account. Foreign currency monetary assets and liabilities not covered by forward exchange contracts are restated at the year end rates and the resultant gains or losses are recognized in the Profit and Loss account. However consolidated financial statements have been prepared in accordance with AS-21 prescribed by the Companies (Accounting Standard) Rules. Research & Development Revenue Expenditure on Research & Development is charged as an expense in the year in which it is incurred. Mark to market exposure arising out of derivative contracts has been provided except for those contracts which have been challenged in the court of law and disclosed under contingent liabilities. . Provision for gratuity has been made using the projected unit credit method on the basis of actuarial valuation.At material cost + appropriate share of production overhead. Any profit or loss arising on cancellation of a forward contract is recognized as income or expense in the period in which they arise.At cost 37 16 12 .At material cost + appropriate share of production overhead (On weighted average cost basis). Non-monetary items are carried in terms of historical cost denominated in foreign currency using the exchange rates at the date of transaction. Investments Long Term Investments Long term Investments are stated at cost. Forward contracts other than those entered into to hedge foreign currency risk on unexecuted firm commitment or of highly probable forecast transactions are treated as foreign currency transactions and accounted accordingly. Investments in Wholly Owned subsidiary companies /Joint Venture Company Investment in the wholly owned subsidiary companies/ joint venture company have been stated at cost. . as taken. 2006.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 Employees Benefits Defined Contribution Plans Defined contribution plans are benefit plans under which the company pays fixed contribution to state managed benefit schemes.At cost . The basis for determining cost for various categories of inventories are as under: Raw Material Finished Stock Work in Progress Packing Material Stores & Spares Foreign Exchange Transactions Transactions in foreign currency are converted at the exchange rate prevailing at the date of the transaction. Inventories Inventories are valued at cost or net realizable value whichever is lower. Defined Benefits Plan The company has defined benefit plan in respect of its gratuity liability and contributes to a Gratuity Fund. No provisions for losses suffered by the subsidiaries / joint venture company have been made in the accounts.At cost on FIFO Basis . Capital expenditure is included in respective heads under fixed assets. (On weighted average cost basis). Earning per share Basic and diluted earning per share is calculated by dividing net profit/loss for the year attributable to equity share holder by weighted average number of equity share outstanding during the year. valued and certified by the management.

each fully paid-up 2.76 4.00.32 a) The reconciliation of the number of shares outstanding is set out below: AS AT 31. SUBSCRIBED AND PAID-UP CAPITAL 2.976.000.407.94 ---11. RESERVE AND SURPLUS AS AT 31.000.100.99% 15.299 3.525. 10/.193.32 5.051.87) 18.each ISSUED.00 2.324.10 32.2011 NO.658 14.380.845 4. In Lacs) AS AT 31.266.741.03.97 16.819.266.2011 No.97 11.193.705.266.94 822.03.77 38 12 As At 31. of Shares % holding (1) Jugal Kishore Arora (2) Satnam Arora (3) Gurnam Arora 2.661 3.63% AS AT 31.93.193.2012 NO.976.94 5.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e (Rs.224 ---28.224) Equity Shares of Rs.2012 Capital Reserve As per last Balance Sheet Securities Premium Reserve As per last Balance Sheet Less Utilization during the year (for redemption premium on conversion of FCCB) (net of tax) General Reserve Opening Balance Less :.785.50 11.76 3.97 11.82% 742.193.81. SHARE CAPITAL AUTHORISED CAPITAL 5. 2012 AS AT 31.80 .224 b) Shares held by Shareholders holding more than 5 percent shares in the Company : As At 31.077.2012 No.68 1.03.819.224 (Previous year 2.87) 14.2011 742. 10/.37% 11.70% 13.2012 PA R T I C U L A R S 1.97 ---3.03.224 2.03.990 15.32 PA R T I C U L A R S Equity Shares at the beginning of the year Equity Shares issued during the year Equity Shares at the end of the year AS AT 31.799.525.00.466.03.000 Equity shares of Rs.03.14% 16.348.460.976.819.Un-Amortised Deferred Revenue Expenditure Written off Profit & Loss A/c Opening Balance Add: Profit/Loss during the year (1.71 3.03.345 4.224 ---28. OF SHARES 28.00 5. OF SHARES 28.425.32 2.40 (2.81. of Shares % holding 4.44 199.93.2011 NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH.819.27) (1.

41 69. SHORT TERM BORROWINGS Secured Working Capital Loan from Banks Buyers Credit 63.00 7. (iii) Secured by subservient charge on Current Assets 4.70 147.2012 2011-12 AS AT 31.70 1.32 7.177.977.805.618.226.10 9.10 2.71 8. Maturity profile of non-current term loans from banks are as set out below Term Loan Instalments Repayable within :1-2 Years 2-3 Years 3-4 Years 4-5 Years 4.420.870.000.511.96 128.858.93 5.977.63 4.720.01 3.52 a) Term loans are repayable in monthly/quarterly installments.86 39 16 12 .721. LONG TERM PROVISIONS Provision for Gratuity 134. c) Term loan from banks (including current maturities) are secured by :(i) Secured by Charge on specific fixed assets finance by the Bank 2.40 2.083.62 (iv) Secured by Charge on fixed assets situated at Murthal Factory.12 (ii) Secured by mortgage of property belonging to Promoters and charge on 2.850.423.46 650. LONG TERM BORROWINGS Secured Loans Term Loans from Banks Deferred Payment Liabilities for Capital Goods Long Term maturity of Finance Lease obligations Unsecured Loans Term Loans from Banks 6.57 3.03.051.877.63 7.44 (v) Secured by charge on third party property.420.95 12.09 Fixed Assets and second pari pasu charge on Current Assets of the company.63 705.45 4.437.514. 3.596.93 134.41 147.251.423.85 8.30 987.2011 3.75% per annum.93 71.99 3.971.78 65.548.000.238.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e AS AT 31.00 4.95 3.39 2.90 1.94 b) Term Loans carry different interest rates ranging from 5% to 16.84 451.65 _ 8.00 3.37 88.03.359. 16.088.53 2.00 10.806.793.

42 1.05 58.50 65. 6. TRADE PAYABLE -Due to Micro.69 1.068.03 11. Small and Medium Enterprises -Due to Others 7. both present and future and the first charge on fixed assets of the company (excluding of specific assets charged to Term lending Banks).473.24 76.087.88 3. book debts and other current assets of the company.47 8.51 261.91 8.88 1.00 94.00 6.85 a) Working Capital Loans include the followings Pre-Shipment Post-Shipment Working Capital Demand Loan Cash Credit b) Working Capital Loan from Banks are secured by hypothecation of Inventory.025.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e AS AT 31.16 6.66 4.65 10.083.360.595.022.96 14.C limits secured as descibed in para5(b) above for non fund based limits of working capital loans.57 40 12 .840.73 11.00 8. OTHER CURRENT LIABILITIES Current maturities of long-term debt (Secured) Current maturities of long-term debt (Unsecured) Current maturities of finance lease obligations Interest Accured and due on borrowings Advance received from customers Current maturities of deferred payment liabilities Unclaimed Dividends Other Liabilities 6.2011 34.74 10.00 94.583.13 63.00 8.99 10.004.57 13. SHORT TERM PROVISIONS Income Tax Fringe Benefit Tax Wealth Tax 6.266.42 3.01 2.57 997.05 1.00 32.991.777.76 125.977.93 3.00 1.674.03.776.79 2.927.775.38 969.38 429.510.989.095.76 219.873.00 2.04 174.237.85 12.057. c) Buyers Credit has been availed from banks against lien on L.2012 AS AT 31.700.739.03.

744.775.63 2.936.972.94 73.24 3.352.89 159.61 2.148.29 80.09 2.350.75 109.75 13.69 89.788.636.11 57.272.45 737.31 3.041.321.145.40 3.21 929.262.605.75 424.93 98.43 32.57 LAND FACTORY BULDING OFFICE BUILDING D e l i ve r i n g va l u e s t o c u s t o m e r s PLANT & MCY & OFFICE EQUIPMENT VEHICLES WOODEN.35 --1.43 270.73 171.80 3.492.094.760.29 80.20 5.379.34 57.04 27.614.23 126.9.29 80.46 86.614.18 7.224.02 3.38 391.488.859.56 81. PLASTIC CREATES & TARPAULINS wo r l d w i d e COMPUTERS FUR & FIXTURE TOTAL PREVIOUS YEAR CAPITAL WORK IN PROGRESS Gross Block Captialize during the year 2.254.00 2.12 80.63 1.62 978.341.78 .99 2.754.345.93 94.84 292.02 13.18 12.32 491.39 13. FIXED ASSETS Gross Block Addition Deletions/ during Adjusjments the year during the year As at As at Depreciation Deletions/ As at 31-03-2012 31-03-2011 for the year Adjusjments 31-03-2012 during the year As at 31-03-2012 Asat 31-03-2011 Accumlated Depreciation Net Block FOODS LIMITED Particulars As at 31-03-2011 TANGIBLE ASSETS 376.84 1.79 8.745.272.97 376.77 187.62 30.80 1.99 1.341.07 1.80 558.18 8.341.48 2.36 35.67 --3.890.97 ------270.02 1.04 27.26 3.04 188.43 270.856.73 799.98 3.31 445.62 246.80 3.856.58 9.396.69 7.375.08 18.14 --30.30 26.459.72 As at 31-03-2011 Particulars As at Addition 31-03-2011 during the year 3.92 6.52 --39.52 1.29 --27.24 6.00 13.33 219.22 158.62 151.90 5.56 4.30 1.10 12.23 125.47 27.29 137.91 7.98 199.98 13.349.90 Machinery Building Software TOTAL PREVIOUS YEAR ANNUAL REPORT 2011-12 41 16 12 .66 446.08 19.39 5.908.04 27.240.225.47 59.98 131.90 203.20 658.13 235.80 1.51 837.58 8.457.29 143.63 243.40 438.

110) shares of Rs.608.42 --- 1.88 1.77 773.98 71. NON-CURRENT INVESTMENTS Investment in Equity Instruments Subsidiary Companies Unquoted Trade Investment Kohinoor Foods USA Inc. Indo European Foods Ltd 1000000 (Previous year .03.85 to acquire 15% share holding in Joint venture Company M/s Kohinoor Speciality Foods India Pvt Ltd. INVESTMENT IN PREFERENCE SHARES Subsidiary Companies Unquoted Trade Investment Kohinoor Foods USA Inc. 4220.071.69 2.05 1.68 1. 100 each fully paid.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e AS AT 31.070.5 each fully paid. 10 each Other Investments Quoted.Nil) shares of Rs.2012 AS AT 31.016.849. non trade Investments Punjab national bank 110 (Previous year .62 42 12 . Sachdeva Brothers Pvt. 56000 (Previous year . c) During the year the company has invested a sum of Rs.68 1.15835) shares of Rs.43 5.98 71.86 9.43 0.5 each fully paid Indo European Foods Ltd 1350000 (Previous year .77 773.64 5.43 0. 1 each.07 10.608.62 0.34 0. Ltd 44161 (Previous year .80000) shares of USD 62.369. 80000 (Previous year . 75 (Previous year 75) shares of DHS 1000 each fully paid Kohinoor Speciality Foods India Pvt.34 1.369.74 a) Aggregate amount of quoted investments Aggregate amount of Market value of quoted investments Aggregate amount of un-quoted investments b) All the investments are carried at cost. 10 each Anu Laboratories Ltd 2970 (previous year .03.220.850.016.56000) shares of USD 62. Ltd 15835 (Previous year .05 1.1000000) shares of GBP 1 each fully paid 2.42 4.83 9.2011 10. 1.2970) shares of Rs.64 10.1350000) shares of GBP 1 each fully paid. Joint Ventures Unquoted Trade Investment Rich Rice Raisers factory LLC.

98 2.875.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e AS AT 31.49 3.156.90 664.63 144.623.895.53 1.51 17.145.919.095.355.04 1.49 175. TRADE RECEIVABLES Unsecured Considered Goods Outstanding for a period exceeding six months Others 1.2012 2011-12 AS AT 31.81 84.96 Joint Venture Company Rich Rice Raisers Factory LLC.63 11.650.77 .908. CASH & BANK BALANCES Cash & cash Equivalents Cash in Hand Balances with Banks Current Accounts 22.70 2.42 1.57 43 12 98.88 4.10 4.625.570.66 301.512.00 1.61 18.589.46 10.72 4.27 80.268.63 4. 2.02 68. 13.97 38.97 1.03.49 4. LONG TERM LOAN AND ADVANCES (Unsecured.00 69. 12.03 Indo European Foods Ltd 4.75 1.73 19.909.887.135.12 a) Trade receivables include the following amount due from related parties Subsridiary Companies Kohinoor Foods USA Inc.566.31 17.48 153. 2.73 122.133.374.11 878.757.80 2. INVENTORIES Raw Material Work in Progress (Foods) Finished Goods Stock-in-trade Stores and Spares Packing Materials 3.64 4.277.561.604.45 14. Considered Good) Capital Advances Security Deposit Loan and advances to related parties a) Loans and advances to related parties To Subsidiaries Companies Indo European Foods Ltd Sachdeva Brothers Pvt Ltd To Joint Venturs Rich Rice Raisers factory LLC.51 a) Inventories are valued at cost or net realizable value which ever is lower.88 4.483.55 76.648.53 6.2011 11.30 4.708.90 2.259.708.91 262.038.13 142.133.03.

994.157.882.626.51 319.52 44 12 .94 6.171.224.038.56 90.00 3.79 0.045.048.69 86.56 14.27 14.76 4.582.108.57 19.10 53.69 855. REVENUES FROM OPERATIONS For the Year Ended 31 st March.37 4.96 For the Year Ended 31 st March.92 1.64 4.03.56 100.34 326.74 1.32 1.41 23.76 6.111.66 103.992.2012 Sales of Products Sales of Services Other Operating Revenues Less :.036.65 37.56 104.10 64.94 64.55 37.64 90.88 291.03.628.89 Other Bank Balances Fixed Deposits with Banks Un-paid Dividend Accounts 15.743.81 75.10 44.80 3.27 b ) Sales of Services Income from Milling c) Other Operating Revenues Sale of Scrap Sale of DEPB License 14.52 90.2011 90. SHORT TERM LOAN AND ADVANCES Unsecured considered good Capital Advances Staff Advance Pre-paid Expenses Advance agst Purchases Advance Tax Others 16.87 3.23 104.755.76 96.23 7.96 96.45 2.738.526.2011 841.90 86.680.60 3.746.65 17.38 476.19 53.14 10.992.Excise Duty Sales a) Sales of Products Rice Foods Pulses Others 95.73 4.79 1.111.92 8.90 463.86 95.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e AS AT 31.2012 AS AT 31.03 82.116.23 6.83 53.06 14. OTHER CURRENT ASSETS Interest accrued but not due 25.

Purchase of Stock in Trade under Broad Heads Non-Basmati Rice Foods Pulses Others 21.03 9.61 704.02 4.722.385.27 72.62 580.52 232.76 2011-12 For the Year Ended 31 st March.61 33.519.46 498.23 1.94 148. 335. 19.80 45 12 .53 98.14 ----4.164.66 53. Opening Stock Closing Stock 22.61 7.201. EMPLOYEE BENEFIT EXPENSES Staff Salaries Director's Remuneration Bonus Staff Welfare Employer's Contribution to P.F.13 (4.261.728.561.06 1.53 24.15 29.61 8. OTHER INCOME Dividend from Key man Insurance Policy Profit (Loss) on sale of Assets Profit on Sale of Business Interest Income Miscellaneous Income a) During the year the Company has transferred part of its business purusant to consent of share holders obtained under section 293(1)(a) of the Companies Act-1956.2011 2.41 18.76 8.96 33.60 1.861. Changes of Inventories of Traded Goods.53) 2.157.11 18.00 51.99 9.53 3. FINANCE COST Interest Paid on Working Capital Loan Bank Charges 8.113.20 23.2012 3.540.55 10.65 54.93 37.977.60 4.221. Other income includes profit of Rs.62 15.97.10 84.15 295.72 Lacs on sale of the part of business.11) --226.454.597.633.214.40 1.646.00 47.89 76.758.265.72 109.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e For the Year Ended 31 st March.68 1.& ESI 23.733.035.402.95 33.56 1.00 1.658.230.73 108.603.42 239. Cost of Material Consumed under Broad Heads Paddy Rice Foods 20.40 (8.99 295.597.989.

03 14.95 77.65 826.676.95 101.47 269.54 207.13 126.16 181.37 96.18 ---1.51 14.025.01 83.65 320.50 3.44 5.35 190.746.81 20.62 1.756.98 121.83 1.769. Telegram and Telephone General Expenses Storage & Warehousing Legal and Professional Charges Charity and Donation Vehicle Maintenance Printing and Stationery Fumigation Expenses Insurance Charges Conveyance Membership & Subscription Research & Development Rent Staff Recruitment Expenses Repairs to Building Repairs to Others Foreign Exchange Gain / (Loss) c) Selling & Distribution Expenses Advertisement and Publicity Business Promotion Traveling Expenses (Directors) Traveling Expenses (Others) Rebate & Discount 46 12 344.95 57.22 95.07 932.67 12.69 135.21 67.41 419.96 85.38 958.76 25.79 5.99 211.42 621.97 81.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e For the Year Ended 31 st March.950.313.70 243.61 147.97 116.214.29 5.67 1.35 31.50 13.32 24.64 135.47 123.87 .29 73.64 3.60 7.90 220.68 4.54 6. Fees and Taxes Payment to Auditors -Statutory Audit Fee -Tax Audit Fee -Other Matters Postage.85 14.50 138.50 10.40 24.67 213.32 316.51 54.72 112.00 332.18 261.2011 24.41 210.67 153.41 3.62 50.00 3. OTHER EXPENSES a) Manufacturing Expenses Loading and Unloading Charges Packing Materials Consumed Wages Processing Charges Repair to Machinery Consumables & Stores Consumed Power & Fuel Brokerage & Commission Freight and Octroi b) Administrative Expenses Rates.18 93.536.06 162.59 32.88 73.07 66.74 155.91 10.2012 For the Year Ended 31 st March.

Expenditure in Foreign Currency (On accrual basis) Traveling Ocean Freight Business Promotion Legal & Professional charges Membership & Subscription Premium on Redemption of FCCB Entertainment Boarding & Lodging Expenses Clearing & Forwarding Conveyance Interest on FCCB Consultancy Charges Advertisement & Publicity Telephone Expenses Commission on Export Sales Printing & Stationery Research & Development 67.75 18.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e For the Year Ended 31 st March.34 13.08 --1.39 11.49 163.485.71 987.76 14.32 8.37 191.33 91.43 44.Packaging Material .99 55.00% 28.102 58.629.00% Year Ended 31.07 970.88 2. Year Ended 31.10 25.Raw Material 26. 47 12 .19 9.99 2011-12 For the Year Ended 31 st March.17 99.01 27.09 1.98 18.434.522 8.39 8.98 168.26 0.94 7.03.86% 100.2012 Consumption of Indigenous Imported Amount 50.085 8.658.Capital goods . CIF Value of Imports . During the year no amount of Dividend has been remitted in foreign currency to Non Resident out side India.33 2.863.03 10.92% 100.90 2.14% 14.77 --0.09 305.36 1.65 191.73 ----30.818 59.65 248.884.174.75 19.187 Percentage 86.42 1. Components and Spares and Packing Materials.23 15.221.2012 158.819.04 0. Consumption of Raw Material.397.277.08% 13.2011 Bad Debts Ocean Freight Expenses Against Export Brokerage & Commission on Sales Clearing and Forwarding 4.80 1.37 46.19 8.52 76.18 318.09 13.60 6.49 6.89 0.08 --130.340 Percentage 85.18 1.Finished Products .2011 Amount 50.78 697.11 82.50 0.760.03.910.87 --0.928.29 0.

405.799. alongwith interest Rs.59 AS AT 31.2012 FOB Value of Export of Goods 31.03. Excise & Taxation Commissioner-Appeal challenging the valididty of imposition of cess on export as the same is not permissible under article 286 of the Consitution of India.Agencies under EPCG scheme Nature of contingent liabilities and other particulars are as given below:- The company has received the Income Tax Assessment Order in respect of Assessment years 2002-03 to 2008-09 in which additional income tax of Rs.576. 4. As per the advice received from the legal experts and on the basis of merit of the case. 3.00 450. Accordingly.19 b) Corporate Guarantee given by the Company c) i Surety Bonds issued to Govt.00 1.74 8. 64. The company has received the Order from Excise and Taxation Deptt.838.512.31.food product produced at Bahalgarh Factory.Appeals.03.619.45 lacs) suffered in foreign exchange transactions are shown as Extra ordinary items..91 39.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e 29. The losses amounting to Rs.73 Cr.92 122.00 3.887. Earning in Foreign Exchange For the Year Ended 31 st March.04 Cr. Excise & Service Tax Appellate Tribunal. Contingent Liabilities AS AT 31. 5. Extra Ordinary Items The company has entered into forward exchange contracts to hedge the foreign exchange fluctuation risk.Punjab in respect of Year 2009-10 and 2010-11 demanding a sum of Rs. New Delhi against the impugned order. management is of the view that no provision in respect of the above demand is required to be made in the books of accounts.83 lacs (Previous Year: Rs. has been demanded.41 42.25 39.749.New Delhi demanding the service tax & penalty Rs.57 9. As per the advice received from legal experts and on the basis of merit of the case. on exports. management is of the view that no provision in respect of the above demand is required to be made in the books of accounts. An appeal before the Sales Tax Commissioner .334.as per the Central Tarrif Act. The company is in the process of filing the appeal before the Appellate Tribunal against the impunged order.50 Cr towards the cess imposed by the State Govt. ii iii iv v 48 12 .Delhi Excise & Taxation Deptt. The company has preferred an appeal before the Dy. New Delhi is lying pending in respect of Sales Tax demand on sale of REP Licences made in earlier years.87 For the Year Ended 31 st March. An appeal before before the Customs. no provision in the books of accounts have been made The company has received an order from the office of Service Tax Commissionerate.69 2.04 1.. Delhi -III in respect of additional excise duly demanded by the Excise department in connection of dispute over classification of goods .2011 38.59 Cr in respect of certain services provided in earlier years.2011 51. there is a high probability that the impugned order will be set aside and the demand will be deleted. As the matter is still pending before the Tribunal. Punjab Excise Duty Service Tax HRDF demand of Market Committee Liability on account of Derivatives Transactions MTM loss on Derivatives Transactions TDS/TCS 9.40 122. Company has preferred an appeal before the Income Tax Appelatte Tribunal.69 4.00 42.922. 2.2012 a) Claims against the company.423.91 259. 30. New Delhi is lying pending against the order of Commisioner of Central Excise (Appeals). not acknowledged as debt i ii iii iv v vi vii viii ix Income Tax Sales Tax .30 1.

193. Earning Per Share Current Year a) Calculation of Weighted Average number of equity shares For Basic/Diluted EPS No.193.224 28.95 4. 52.193.325 77. New Delhi for Rs.608.907.49 crores towards mark to market losses arising under the said transactions.84 (8.00 3.945 18. a petition has also been filed by the HDFC Bank Ltd.2011 1.170.84 lakhs.22 crores towards mark to market losses arising under the said transactions. No provisions for losses suffered by the subsidiaries / joint venture company have been made in the accounts. New Delhi for Rs.84 65.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 vi The assessing authority of notified Market Area committee under APMC Act has imposed a penalty of Rs.14. 2.224 --28.193.348) 10.2012 Estimated amount of contracts remaining to be executed on capital account (Including advances) 34. The company has deposited Rs.Hong Kong Amount 4. viii The company has filed a suit for declaration and mandatory injunction against the Reserve Bank of India and HDFC Bank before the Hon’ble High Court.224 28.224 28. U.224 Previous Year 21.24 lacs has been charged to profit/loss a/c and has not been recognized as an Intangible asset as per Accounting Standard 26 36. 39. 27.224 --28. b) Net Profit after tax available for equity shareholders Before Extra Ordinary item After Extra Ordinary Item Earnings per share (face value per share Rs.53 132.03. Against the aforsaid order the company has filed an appeal with the DRAT.03.03 lacs (Previous year: Rs 6.33) 49 12 . Bank Gurantee given by Bankers on behalf of the Company. of Shares at the beginning of the year Equity Shares issued during the year Total number of equity shares outstanding at the end of the year Equity shares outstanding for 365 days Weighted Average number of equity shares outstanding during the year. out of the said transaction.02 21.193. However consolidated financial statements have been prepared in accordance with AS-21 prescribed by the Companies (Accounting Standard) Rules.224 28. with DRT against the company and the DRT directed the company to pay to the applicant a sum of INR 72.30 35. 2006. recovery and mandatory injunction against the Reserve Bank of India and Punjab National Bank before the Hon’ble High Court. 10 each) Basic and Diluted: before extra ordinary item Basic and Diluted: after extra ordinary item 28.224 28.09 32.23 lacs under protest and has filed SLP against this order in the supreme court.193.604. Expenses incurred during the year on registration of trade mark amounting to Rs. ix Corporate guarantees are given by the company for subsidiaries as follows:Name of Beneficiary i ii Indo European Foods Ltd Kohinoor Foods USA INC Guarantee issued to Punjab National Bank. 13.193.057 (2.56 AS AT 31. Investment in the wholly owned subsidiary companies/ joint venture company have been stated at cost.K Punjab National Bank.92 lacs during the year. vii The company has filed a suit for declaration.193. 33 Commitments AS AT 31.

38) 2.45) --Year ended 31 March 2011 (2.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e 37.10) 4.40) 16.obligation Actuarial gain/(loss) for the year .70 12.21) (2.70 (ii) The changes in the fair value of plan assets representing reconciliation of opening and closing balances thereof are as follows: Particulars 1 2 3 4 5 Fair value of plan assets at the beginning of the year Expected return on plan assets Contributions Liability Transferred Out Benefits paid Actuarial gain/(loss) on plan assets Fair value of plan assets at the end of the year Year ended 31 March 2012 3. 84.40 lacs (previous year Rs.35) (0.69 0.38) (0.69 6 7 (iii) Actuarial gain/ loss recognized are as follows: Particulars 1 2 3 4 5 Actuarial gain/(loss) for the year .29 73.76.45) (16.21) 3.93 Year ended 31 March 2011 115. Segment Reporting The Company is primarily engaged in the business of manufacturing.39 5.62) --- 50 12 .40) (0. 22.81 (57.32 9. 38.42) (0.35 134.10) (16.13 --(6.88 0. trading & marketing of food products which is a single segment.72) (14. Disclosure in respect of employee benefits under Accounting Standard (AS) – 15 (Revised) “Employee Benefits” prescribed by the Companies (Accounting Standards) Rules. b) The disclosures for gratuity cost is given below: (i) The changes in the present value of obligation representing reconciliation of opening and closing balances thereof are as follows: Particulars 1 2 3 4 5 6 7 8 Present value of obligation at the beginning of the year Interest cost Past service cost Currents service cost Liability Transferred Out Benefits paid Actuarial (gain)/loss on obligation Present value of obligation at the end of the year Year ended 31 March 2012 147.00 (57.42 147.19 --30. as per Accounting Standard (AS) 17 issued by the Institute of Chartered Accountants of India.plan assets Total gain/(loss) for the year Actuarial gain/(loss) recognized in the year Unrecognized actuarial gains (losses) at the end of year Year ended 31 March 2012 (16. a) Defined Contribution Plans: Amount of Rs.00 --(6.23 --27.68 lacs) pertaining to employers' contribution to Provident Fund and Employees State Insurance is recognized as an expense and included in "Employees cost " in Note No.62) (2.72) (14.76 Year ended 31 March 2011 4. 2006.

70 3. The benefits vests after five years of continuous service.19 (0. 10.00% Year ended 31 March 2012 30.00% 6. or death whichever is earlier.81 12.16) (0.00% 8.16) 2011-12 (iv) The amounts recognized in Balance Sheet are as follows:Year ended 31 March 2011 147. seniority.01) (0.10) (130.00% Year ended 31 March 2011 8. or retirement. The Company has set a limit of Rs.10.00% 6. The same is payable on termination of service. Demographic Assumption 1 2 Retirement Age Mortality table 58 Years LIC (1994-96) ultimate (vii) General description of gratuity plan: Gratuity Plan (Defined benefit plan) The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to 15 days basic salary last drawn for each completed year of service.13 9.62 38. The discount rate is generally based upon the market yield available on the Government bonds at the accounting date with a term that matches that of the liabilities and the salary growth rate takes account of inflation.23 (0. Economic Assumptions The principal assumptions are the discount rate and salary growth rate.29) 16.45 59.25% 8. promotion and other relevant factors on long term basis.00 lacs) per employee.39) 2.93 4.00 lacs (previous year Rs. 51 12 .01) 1 2 3 4 5 Present value of obligation as at the end of the year Fair value of plan assets as at the end of the year Funded/(unfunded) status Excess of actual over estimated Net assets/(liability) recognized in balance sheet (v) The amounts recognized in Profit and Loss Account are as follows Particulars 1 2 3 4 5 6 Current service cost Past service cost Interest cost Expected return on plan assets Net actuarial (gain)/loss recognized in the year Expenses recognized in the statement of profit and losses * * Included in the "Employee Costs" in Schedule O (vi) Principal actuarial assumptions at the balance sheet date are as follows: A.15 Year ended 31 March 2011 27.69 (144.76 (130.21) (144. Particulars 1 2 3 Discount rate Expected rate of return on plan assets Salary growth rate Year ended 31 March 2012 8.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e Particulars Year ended 31 March 2012 134.58 B.

570.095.759.875. Jugal Kishore Arora Mr.Dubai iii) Key Managerial Personnel and their relatives Mr.334.138.51 --1.57 (0.51) 3.022.839.62 (148. .Debtors .40) --(3.1 List of related parties i) Wholly Owned Subsidiaries of the Company .249.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e 39. Ankush Arora Mr.23) --218.355.374.45) 9.Remuneration .Rich Rice Raisers Factory LLC.Mg.Corporate guarantee given by the company 3.04 (8. Nitin Arora Mr.39) 7.Mg.468. Satnam Arora Son of Mr.99 (5.K ii) Joint Venture of the Company . U.Kohinoor Foods USA Inc.Gurnam Arora iv) Enterprise over which key managerial personnel exercise significant influence .Balances outstanding at the year end:. Nishant Arora Chairman Jt.33 (2. RELATED PARTIES DISCLOSURES UNDER ACCOUNTING STANDARD 18 39.24) 9. Satnam Arora Mr.39 (6.13) 0..Sale of Finished Goods .2 The following transactions were carried out with related parties in the ordinary course of Business during the year (Amount in lacs) Subsidiary Companies Joint Venture Company Key management personnel and their relatives Enterprises over which Key management personnel exercise significant influence --- Transactions during the year .27 (8.46 (1.Partnership Firm of Promoter directors 39.512.Loans/Advances .30 (1.Satnam Overseas (Exports) .Director Jt.. Jugal Kishore Arora Son of Mr. Gurnam Arora Mr. Amit Arora Mr.Sachdeva Brothers Pvt Ltd.Expenses incurred on behalf of the related party Repayment of Advances 12.Gurnam Arora Son of Mr.49) 2.392.Indo European Foods Ltd.53) --(---) ----(---) --(---) . India .30) 52 12 .Director Son of Mr.

135.135. The company has not entered into sublease agreements in respect of these leases. Significant Accounting Policies Notes on Financial Statements In terms of our separate report of even date attached For NATH AHUJA & CO.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e Current Year 13.2012 3.42 43.32 24. Disclosures required by Clause 32 of the Listing Agreement Amount of loans and advances in the nature of loans outstanding from subsidiaries. Corresponding figures for the previous year have been regrouped/rearranged. Prior Period Items There is no material prior period items included in profit & loss account required to be disclosed as per Accounting Standard 5.138. DIRECTOR Sd/KAMAL DEEP CHAWLA DGM (FINANCE & ACCOUNTS) 53 12 .53 3.00 2.96 15.03 The company has entered into operating lease agreements that are renewable on a periodic basis and cancelable at company's option. 45.09.00 Withdrawals Closing balance as at 31 March 2012 134. Some of the balances of Debtors and Creditors are subject to confirmation.80 2. Subsidiary Company Indo European Foods Limited Sachdeva Brothers Private Limited Outstanding as at 31.33 42. Lease Obligations Total of minimum future lease payments under non-cancelable operating leases for various periods are as follows:Amount payable not later than one year Amount payable not later than one year but not later than five years Amount payable later than five years Previous Year 15.42 Created during the year 59.2012 Sd/SATNAM ARORA JT. CHARTERED ACCOUNTANTS FRN : 001083N Sd/(N. The schedule of provisions as required to be disclosed in compliance with Accounting Standard 29.00 1.70 2. AHUJA) PROPRIETOR Membership No: 80178 Place :.New Delhi Dated :. Figures in ( ) are related to previous year. 41.93 6.777.138. where interest is not charged.850.71 Nil 40. 46.12 --1.63 2011-12 40.08.927.53 3. prescribed by the Companies (Accounting Standard) Rules. 44. 2006. DIRECTOR Sd/RAMA KANT COMPANY SECRETARY & GM (LEGAL) FOR AND ON BEHALF OF THE BOARD Sd/GURNAM ARORA JT.34 3. wherever necessary to confirm to current year classification. "Provisions.00 2.33 Maximum Outstanding during the year 3.N. MG.80 2. MG.00 Gratuity Income Tax Wealth Tax 72.67 Nil 29.03. Contingent Liabilities and Contingent Assets” is as under: Provision relating to Opening balance as at 1 April 2011 147.

421.New Delhi Dated :. 31-03-2012 Kohinoor Foods USA.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e Sachdeva Brothers Pvt Ltd. 100 Each) 100. 2012 Statement Pursuant to Section 212 of the Companies Act.2012 (b) For the Previous Financial years since it became the Holding company's subsidiaries ii) Dealt with in the Holding Company's Accounts (a) For the financial years of the subsidiaries (b) For the Previous Financial years since it became the Holding company's subsidiaries 06 Changes in the interest of Kohinoor Foods Ltd between the end of the subsidiary's Financial year and 31st March.674) ($4497347) Nil Nil £186951 (£408823) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil FOR AND ON BEHALF OF THE BOARD Sd/SATNAM ARORA JT.356) Nil Nil ($1. CHARTERED ACCOUNTANTS FRN : 001083N Sd/(N.00% Nil 29/03/2005 (57. 2012 . 2012 (i) Fixed Assets (Net Addition) (Capital Work-in-progress) (ii) Investments (iii) Money lent by the subsidiaries (iv) Moneys borrowed by the subsidiaries Company other than for meeting Current Liabilities In terms of our separate report of even date attached For NATH AHUJA & CO.000 (USD 62. DIRECTOR Sd/KAMAL DEEP CHAWLA DGM (FINANCE & ACCOUNTS) .00% Nil 17/10/1990 56. 1956 relating to Company's Interest in the subsidiaries companies 01 Name of subsidiaries Company 02 Financial Year of the subsidiaries ended on 03 Number of shares held by Kohinoor Foods Ltd with its Nominees in the subsidiaries Companies at the end of the financial year of the subsidiaries companies i) Equity shares ii) Extent of holding iii) Share Application Money (Rs.08.N.00% Nil 24/03/2000 1.835 (Rs.Number of Shares acquired .642) (1. MG.50 Each) 100.350. AHUJA) PROPRIETOR Membership No: 80178 Place :. Inc 31-03-2012 Indo European Foods Limited 31-03-2012 ANNEXURE TO THE BALANCE SHEET AS AT MARCH 31.09.649. DIRECTOR Sd/RAMA KANT COMPANY SECRETARY & GM (LEGAL) Sd/GURNAM ARORA JT.) / ($) 04 Date from which it became subsidiaries Company 05 The net aggregate of Profit/(Loss) of the subsidiaries Companies as far as it concerns the members of the Holding Company i) Not dealt with in the Holding Company's Account (a) For the Period Ended 31. MG.000 (GBP 1 Each) 100.03.Material changes between the end of the subsidiary's Financial year and 31st March.2012 54 12 15.

21 ----(0.09 7195. in Lacs) Indo European Foods Limited 1.91) --(Rs.26) 0.68 --- FOR AND ON BEHALF OF THE BOARD Sd/SATNAM ARORA JT.80 The amount given in the table above are from the Annual Account made for the respective financial year end for each of the companies Undertaking:We undertake that the annual accounts of the subsidiary companies and the related detailed information will be made available to the investors.60) 7195.91) --(426.922.16.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 STATEMENT PURSUANT TO SECTION 212(8) OF THE COMPANIES ACT. the financial statements of the Company reflecting the consolidation of the accounts of its subsidiary companies to the extent of equity holding of the company in these companies are included in this Annual Report. In terms of general exemption provided by the Central Government .30 (3.10 14. The accounts of these companies have been separately audited as per Generally Accepted Accounting Principles/Practices as applicable in their respective jurisdiction of the country of incorporation. The annual accounts of the subsidiary companies will also be kept for inspection by the investor in the Registered/Head office of Kohinoor Foods and that of subsidiary companies concerned. Ministry of Company Affairs vide General Circular No.188. 2012 1 USD=Rs.144. MG. DIRECTOR Sd/RAMA KANT COMPANY SECRETARY & GM (LEGAL) Sd/GURNAM ARORA JT.348.08 (426.09 --6. 51.2012 . 1956 As per AS-21 issued by the Institute of Chartered Accountants of India.10 --15.New Delhi Dated :.279. Inc 4.04 862.42 874. 2 /2011 dated 8th Feb 2011. The copy of the balance sheet. at any point of time.09.49) 14.58) --Kohinoor Foods USA.21 0.58) --(0.84 (18. Sachdeva Brothers Pvt Ltd 15. DIRECTOR Sd/KAMAL DEEP CHAWLA DGM (FINANCE & ACCOUNTS) 55 12 Place :.08. 1 GBP=Rs. A statement pursuant to the above circular giving details of subsidiaries is attached herewith:Name of subsidiaries Company Capital Reserves Total Assets Total liabilities Details of Investment (Excluding Investment in Subsidiaries) Turnover Profit / Loss Before Tax Provision for Tax Profit / Loss after Tax Proposed Dividend including Dividend declared during the year Foreign exchange rate as on March 31. MG.28 (181.802. who seek such information. 81.71 12. profit and loss account report of the board of directors and the report of the auditors of the subsidiary companies have not been attached to this annual report.279.

In the case of consolidated Cash Flow Statement. An audit includes examining. the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: i. 80178 Place: New Delhi Date: 09-08-2012 56 12 . notified under sub-section 3C of Section 211 of the Companies Act. as well as evaluating the overall financial statement presentation. of the cash flows of the Group for the year ended on that date. on a test basis. 6.19 Lacs) are in the personal name of one of the shareholder (other than Kohinoor Foods Limited)”.N. We did not audit the financial statements of three subsidiaries and one joint venture included in the consolidated financial statements.088. 2012. in our opinion (except for the matter referred to in preceding paragraph). 2012. Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components of the group. and to the best of our information and according to the explanations given to us. For NATH AHUJA & CO. We have audited the attached Consolidated Balance Sheet of Kohinoor Foods Limited (the “company”) and its subsidiaries. whose reports have been furnished to us. 5. hereinafter referred to as the “Group” as at March 31.60 Lacs. (CHARTERED ACCOUNTANTS) Firm registration no: 001083N Sd/(N.731. In the case of consolidated Balance Sheet. These financial Statements and other financial information have been audited by the other auditors. AHUJA) PROPRIETOR Membership No. 3. evidence supporting the amounts and disclosures in the financial statements. and our opinion on the consolidated financial statements to the extent they have been derived from such financial statements is based solely on the report of such auditors. An audit also includes assessing the accounting principles used and significant estimates made by management. which constitutes total assets of INR 24. 2. 1956.525 (equivalent to INR. which we have signed under reference to this report.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e AUDITORS' REPORT To The Board of Directors of Kohinoor Foods Limited. “Investments in properties to the tune of Dirham 14. and iii. ii. We report that the consolidated financial statements have been prepared by the Company's Management in accordance with the requirements of Accounting Standards (AS-21) Consolidated Financial Statements and Accounting Standards (AS-27) Financial Reporting of Interests in Joint Ventures. Attention is invited to the following note as appearing in the Independent Auditors' Report of Rich Rice Raisers Factory LLC. of the Results of the Group for the year ended on that date. 1. 2043. In the case of consolidated Profit and Loss Account. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.13 Lacs for the year then ended. the joint venture company in which Kohinoor Foods Limited holds 25% of the Nominal value of Shares. of the state of affairs of the Group as at March 31. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We conducted our audit in accordance with auditing standards generally accepted in India. We believe that our audit provides a reasonable basis for our opinion. its joint venture. 4. total revenue of INR 26.516. the related Consolidated Profit & Loss Account and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto.

617. MG.28 309.23 33.68 2.210. CHARTERED ACCOUNTANTS FRN : 001083N Sd/(N.39 165.72 8. In Lacs) AS AT 31.97 79.88 78.99 86.77 13.875.050.65 10.42 2.03.47 1.856.759.970.32 13.55 10.52 151.18 16.220.885. AHUJA) PROPRIETOR Membership No: 80178 Place :.79 18.430.New Delhi Dated :.68 146. 2012 PA R T I C U L A R S EQUITY AND LIABILITIES Shareholder's Fund Share Capital Reserve and Surplus Non-Current Liabilities Long Term Borrowings Long Term Provisions Current Liabilities Short Term Borrowings Trade Payables Other Current Liabilities Short Term Provisions TOTAL ASSETS Non-Current Assets Fixed Assets Tangible Assets Intangible Assets Capital Work-in-Progress Non-Current Investments Deferred tax assets (net) Long Term Loans and Advances Current Assets Inventories Trade Receivables Cash and Bank Balances Short Term Loans and Advances Other Current Assets TRANSLATION RESERVE TOTAL Significant Accounting Policies Notes on Financial Statements In terms of our separate report of even date attached For NATH AHUJA & CO.391.151.434.57 3.59 1.2012 2011-12 CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH.254.893.13 9.32 30.357.08.2012 Sd/SATNAM ARORA JT.236.09.91 146.50 13189. MG.13 9.51 37.350.356.354.819.42 87.408.569.89 9 10.020.180.49 13.80 793.42 102.2011 1 2 3 4 5 6 7 8 2.357.756.48 1.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e NOTE AS AT 31.04 3.856.254.792.55 132.90 124.886.08 FOR AND ON BEHALF OF THE BOARD Sd/GURNAM ARORA JT.89 9.04 102.777.168.12 7.32 139.94 11.125.939.03.79 12 13 14 15 16 95.273.95 13.97 17.350. DIRECTOR Sd/RAMA KANT COMPANY SECRETARY & GM (LEGAL) (Rs.162.N.01 3.51 132.26 13.00 3.65 115.996.343.16 1. DIRECTOR Sd/KAMAL DEEP CHAWLA DGM (FINANCE & ACCOUNTS) 57 12 .819.164.58 2.674.40 10 11 4.070.926.53 1.022.52 6.

2012 Sd/SATNAM ARORA JT.76) 17 18 107.865.87 3. DIRECTOR Sd/RAMA KANT COMPANY SECRETARY & GM (LEGAL) FOR AND ON BEHALF OF THE BOARD Sd/GURNAM ARORA JT.938.2012 31.87 115.393.New Delhi Dated :.30 9.2011 INCOME Revenue from Operations Other Income Total Revenue EXPENDITURE Cost of Material Consumed Purchases of Stock-in-Trade Changes of Inventories of Traded Goods.208.09.813.78 1.15 8.638.74 66.89 21.03. CHARTERED ACCOUNTANTS FRN : 001083N Sd/(N. DIRECTOR Sd/KAMAL DEEP CHAWLA DGM (FINANCE & ACCOUNTS) 58 12 . MG. MG.93 102.011.27 16.679.22 26. Employee Benefits Expenses Finance Costs Depreciation and Amortisation Expenses Other Expenses Total Expenses Profit Before Extra Ordinary items and Tax Less :.43 18.193.593.85 (1.582.94 1.761.96) 2.91 (3.065.66 141.81 102.30 62.607.49 8.159.87 5.535.45 27. AHUJA) PROPRIETOR Membership No: 80178 Place :.83 22.36 98.62 (1.532.538.03.437.04 191.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e STATEMENT OF CONSOLIDATED PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH.862.98) --(916.N.Extra Ordinary Items Profit Before Tax Tax Expenses Current Tax Deferred Tax Profit for the year Earnings per equity share of face value of Rs.270.733.918.59 (4. 10 each Basic and Diluted (in Rs. In Lacs) FOR THE YEAR ENDED FOR THE YEAR ENDED PA R T I C U L A R S 31.407.621.) 19 20 21 22 23 56.08.18) Significant Accounting Policies Notes on Financial Statements In terms of our separate report of even date attached For NATH AHUJA & CO.15 33.76 3.983.102.59 3.083.65) 3.81 261.619. 2012 (Rs.22) (897.

332) (3.594 26.636 (2.539 1. CASH FLOW FROM INVESTING ACTIVITIES Profit from sale of business Purchase of fixed assets and change in Capital work in progress Investments Loans & advances and other current assets Net cash from Investment activities C.572) (9.719) 7.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e 2011-12 CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH.862) (Rs. AHUJA) PROPRIETOR Membership No: 80178 Place :.Cash & Cash equivalent at begning of the year .347 --(8.926 15 1. MG.467 1.680 139 --13.878 1. In Lacs) FOR THE YEAR ENDED 31.03.680) 8.926 2. CHARTERED ACCOUNTANTS FRN : 001083N Sd/(N.New Delhi Dated :.544 --(1.761) (4.331) 25. MG.408) (5.09. 2012 FOR THE YEAR ENDED PA R T I C U L A R S 31.984) (2. DIRECTOR Sd/KAMAL DEEP CHAWLA DGM (FINANCE & ACCOUNTS) 59 12 .209 9.598 (1.130) 21.620) (14.024) (3.317) --(3.594 1.03.Cash & Cash equivalent at end of the year * * Cash & Cash equivalent include : Restricted Bank Balance ( In dividend accounts) FDR/Margin money with Bank 1. CASH FLOW FROM OPERATING ACTIVITIES Net Profit before tax & extra ordinary items Adjustments for : Depreciation Interest Deferred Revenue Expenditure Profit from sale of business Operating profit before working capital changes Adjustments for : Debtors Inventories Current Liabilities & Provision Direct taxes Deferred Tax Un realized Foreign exchange Gain\Loss Cash flow before extra ordinary items Extra ordinary items Net cash from operating activities B.2012 A.583 146 (33.08.743) (86) 68 (3.2011 3.518) 124 1.995) (11.N.537 (541) 2. CASH FLOW FROM FINANCING ACTIVITIES Redemption of FCCB (Including redemption premium) Proceeds from short term borrowings Repayment of long term borrowing Interest paid Net cash flow from financing activities NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS .485 (8.952) (175) 91 (5.533 841 In terms of our separate report of even date attached For NATH AHUJA & CO.814) (2.598) 3. DIRECTOR Sd/RAMA KANT COMPANY SECRETARY & GM (LEGAL) FOR AND ON BEHALF OF THE BOARD Sd/GURNAM ARORA JT.583) (10.984) (15.425 (4.689) (3.2012 Sd/SATNAM ARORA JT.011 8.050 11 33.

2006. comprising assets. foreign currency assets. 4. 1956 to the extent applicable. 5. Basis of Preparation of Consolidated Financial Statements These CFS are prepared in accordance with Accounting Standard (AS-21) “Consolidated Financial Statements” prescribed by the Companies (Accounting Standard) Rules. Parent company). Examples of such estimates include useful life of fixed assets. liabilities. Actual results may differ from those estimates. 60 12 .). The financial statements of the Parent and its subsidiaries are combined on a line by line basis by adding together sums of like nature. liabilities. income and expenditure are translated using the exchange rate as prescribed under Accounting Standard (AS-11) on ‘Accounting for the Effects of Changes in Foreign Exchange Rates’. Revenue Recognition : The company follows the mercantile system of accounting and recognises the income and expenditures on accrual basis except in case of significant uncertainties. not considered. lease rentals and write off of deferred revenue expenditure. on the accrual basis of accounting and comply with the Accounting Standards prescribed by the Companies (Accounting Standard) Rules. 2006 and the relevant provisions of the Companies Act. its subsidiary companies (i.overdue interest from customers etc have been considered to the extent the amount is accepted by the parties.e. Certain items of income such as insurance claim. Principles of Consolidation These Consolidated Financial Statements (CFS) relate to Kohinoor Foods Limited (i. Kohinoor Foods Inc.e. income and expenses and after eliminating intra-group balances/ transactions. The exchange difference arising on consolidation is recognised in the Foreign Currency Translation Reserve classified under Reserves and Surplus. Sales are recorded net off sales returns. The effect of adjustments on account of variance in accounting policies of such associate and joint venture vis -à-vis those of the parent is not material. market fees refund . and Sachdeva Brothers Pvt Ltd. Rich Rice Raisers LLC. Indo European Foods Ltd. The Financial Statements of foreign subsidiaries and the joint venture.At the time of issue of Bill of Lading. are prepared on the basis of generally accepted accounting principles. The Financial Statements of the subsidiaries and joint venture are in their respective local currencies. local laws and regulations as prevalent in their respective countries and such financial statements are considered for consolidation. 2006. Sale of license and duty draw back are recognised on realisation basis. creation of deferred tax asset. Fixed Assets Fixed Assets are stated at cost less accumulated depreciation. price differences and sales tax. The estimates and assumptions used in the Financial Statements are based upon Management's best evaluation of the relevant facts and circumstances as of the date of the Financial Statements. For the purpose of consolidation. 3.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS A) SIGNIFICANT ACCOUNTING POLICIES 1. Export Sales . Use of Estimates and Judgements The preparation of financial statements are in conformity with the Accounting Standards which requires Management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures relating to the contingent liabilities as on the date of balance sheet and the reported amount of revenues and expenditures during the reporting period. prescribed by the Companies (Accounting Standard) Rules. Investment in Joint Venture undertaking over which the company exercises joint control is accounted for using proportionate consolidation method as prescribed under Accounting Standard (AS) 27 ‘Financial Reporting of Interests in Joint Ventures’ prescribed by the Companies (Accounting Standard) Rules.e.At the point of dispatches to customers. Capital work in progress is stated at cost. The principles of the revenue recognition are given below:Sales are recognised as follows : Domestic Sales . These Consolidated Financial Statements are prepared and presented in Indian Rupees under the historical cost convention. 2006. and its Joint Venture company i. and accordingly. 2. as adopted consistently by the company.

Deferred Tax Assets (DTA) is recognized based on management estimates of virtual certainty that sufficient future taxable income will be available against which such DTA can be realized.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e .At Cost . valued and certified by the management. 13. 9. The deferred tax charge or credit is recognized using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. 12.At material cost + appropriate share of production overhead. Consolidated Financial Statements comprise the financial statements of KFL.(USA). Provisions for future liabilities in respect of gratuity benefits are made on the basis of actuarial valuation. A. (On weighted average cost basis). Current Tax: Provision is made for current Income Tax Liability estimated to arise on the results for the year at the current rate of tax in accordance with Income Tax Act 1961. its subsdiaries and its joint venture company listed below. 8. Inventories Inventories are valued at cost or net realisable value whichever is lower. B. as taken. Ltd. Employees Benefits Contributions to specific schemes are charged to profit and loss account for the year in which they are paid. . . (On weighted average cost basis). Overseas : Indo European Foods Ltd Kohinoor Foods Inc.At Cost 2011-12 6. Subsidiaries Wholly Owned Subsdiary (WOS) Domestic : Sachdeva Brothers Pvt.At cost on FIFO Basis . Research & Development Revenue Expenditure on Research & Development is charged as an expense in the year in which it is incurred. The basis for determining cost for various categories of inventories are as under: Raw Material Finished Stock Work in Progress Packing Material Stores & spares 7. Deferred Tax Deferred tax assets and liabilities are computed on the timing differences at the balance sheet date between the carrying amount of assets and liabilities and their respective tax bases. Investments Investment are stated at cost. 11. Joint Venture Rich Rice Raisers Factory LLC Dubai 25% 61 12 Country of Incorporation % OF Ownership India United Kingdom USA 100% 100% 100% . Miscellaneous Expenditure Deferred Revenue expenditure is being written off over a period of ten years by subsidiary company Indo European Foods Limited (UK) and five years by Kohinoor Foods Inc. 10.At material cost + appropriate share of production overhead.

193.077.00.03.425. SUBSCRIBED AND PAID-UP CAPITAL 2.82% 742.52 13.70 (897.each fully paid-up 2. RESERVE AND SURPLUS AS AT 31. 2012 AS AT 31.2012 No.845 4.23 62 12 As At 31.81.224 (Previous year 2.661 3.32 2.32 5.Un-Amortised Deferred Revenue Expenditure Written off Profit & Loss A/c Opening Balance Add: Profit/Loss during the year Foreign Currency Translation Reserve (897.32 a) The reconciliation of the number of shares outstanding is set out below: AS AT 31.000.each ISSUED.53 (1. 10/.76) 520.2012 NO.224 2.93.100.03.391.048.2011 742.30 17.76 5. OF SHARES 28. of Shares % holding 4.00.819.32 PA R T I C U L A R S Equity Shares at the beginning of the year Equity Shares issued during the year Equity Shares at the end of the year AS AT 31.658 14.976.14% 16.048.00 2. 10/.976.03.407.392.051.03.193.248.741.70% 13.224 --28.2012 Capital Reserve As per last Balance Sheet Securities Premium Reserve As per last Balance Sheet Less Utilization during the year (for redemption premium on conversion of FCCB) (net of tax) General Reserve Opening Balance Less :.000 Equity shares of Rs.76 3.97 9.967.71 4.193.048.224 b) Shares held by Shareholders holding more than 5 percent shares in the Company : As At 31.193.343.37% 11.705.70 9.03.990 15. SHARE CAPITAL AUTHORISED CAPITAL 5.81.97 9.224 --28.819.345 4.2011 NO.70 --9.76) (897.20 199.03. OF SHARES 28.976.819. of Shares % holding (1) Jugal Kishore Arora (2) Satnam Arora (3) Gurnam Arora 2.2011 No.380.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e (Rs.00 5.97 --3.18 .76) 18.68 1.93.224) Equity Shares of Rs.03.99% 15.50 3.865.2011 NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH.63% AS AT 31.73) 30.819.299 3.03.000. In Lacs) AS AT 31.2012 PA R T I C U L A R S 1.

05 58.76 219.423.025.72 2.793.268.65 13.39 Secured Loans Term Loans from Banks Deferred Payment Liabilities for Capital Goods Long Term maturity of Finance Lease obligations Unsecured Loans Term Loans from Banks Loan and Advances from Related Party Total 4.420.434. SHORT TERM BORROWINGS Secured Working Capital Loan from Banks Buyers Credit 71.95 --3.724.991.79 3.189.17 10.C limits secured as described in para5(a) above for non fund based limits of working capital loans.068.57 997.220.65 8. TRADE PAYABLE -Due to Micro.94 7.07 3.062.37 92.349.51 261.72 4.15 2.366.95 13.238.04 1.420.58 74.73 11.01 1.93 79.583.49 5.528. b) Buyers Credit has been availed from banks against lien on L.32 139.76 125. 6.65 165.004.03.44 3.10 926.000.48 429.88 1.05 1.292.96 14.74 10.69 1.65 139. book debts and other current assets of the company.41 78.856. LONG TERM PROVISIONS Provision for Gratuity 6. Small and Medium Enterprises -Due to Others OTHER CURRENT LIABILITIES Current maturities of long-term debt (Secured) Current maturities of long-term debt (Unsecured) Current maturities of finance lease obligations Interest Accured and due on borrowings Advance received from customers Current maturities of deferred payment liabilities Unclaimed Dividends Other Liabilities 6.674.2012 2011-12 3.03.30 451.24 77.52 8.66 6. both present and future and the first charge on fixed assets of the company (excluding of specific assets charged to Term lending Banks).FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e AS AT 31.400.71 9.47 7. 63 12 .77 3.875.49 165.29 9.2011 8.77 1.617.254.768.087.96 128. LONG TERM BORROWINGS AS AT 31.13 a) Working Capital Loan from Banks are secured by hypothecation of Inventory.219.125.71 969.

01 10.03.908.95 19.03.04 8.254.022.220.039. Ltd 44161 (Previous year .52 815.00 3.72 1.51 93.42 6.901.909.789.856. 10 each.51 253.164.80 1.49 309.141.602.17 80.45 9. NON-CURRENT INVESTMENTS Investment in Equity Instruments Joint Ventures Unquoted Trade Investment Kohinoor Speciality Foods India Pvt.42 3.345.532.28 10.89 493.00 6.48 18.00 3.40 10.00 2.070.00 55.04 1.Nil) shares of Rs.885.88 10.50 1.67 0.66 446.92 8. Other Investments Quoted.17 9. non trade Investments 4.444.352.40 0.11 27.87 5.00 1.29 217.2011 2.86 --- 64 12 .2012 AS AT 31.56 5.80 3.532.96 55.04 94.34 57.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e AS AT 31.073.80 773. FIXED ASSETS TANGIBLE ASSETS Land Building Plant & machinery and office equipments Vehicles Wooden Crates Computers Furniture & Fixtures GROSS BLOCK LESS Accumulated Depreciation Net Block INTANGIBLE ASSETS Website Goodwill Deferred Marketing Expenses Net Block CAPITAL WORK IN PROGRESS Plant & Machinery Building Software Development TOTAL 1.00 94.56 151.927.81 441. SHORT TERM PROVISIONS Income Tax Fringe Benefit Tax Wealth Tax 9.518.04 248.

2011 0.53 1.765.09 1.156.408.2970) shares of Rs. Considered Good) Capital Advances Security Deposit Loan and advances to related parties a) Loans and advances to related parties To Joint Venturs Rich Rice Raisers factory LLC.110) shares of Rs.17 7. LONG TERM LOAN AND ADVANCES (Unsecured.356.178.177.683.650.259. 2.65 1.939.776.05 1.72 1.43 0.145.43 2011-12 Punjab national bank 110 (Previous year .87 1. Investment Property a) Aggregate amount of quoted investments Aggregate amount of Market value of quoted investments Aggregate amount of un-quoted investments b) All the investments are carried at cost.55 1. INVENTORIES Raw Material Work in Progress Finished Goods Stock-in-trade Stores and Spares Packing Materials Stock in Transit a) Inventories are valued at cost or net realizable value which ever is lower.60 1.016.030.17 17.71 87.47 16.177.72 1.72 --149.65 65 12 .27 --69.31 17. 13.57 4.57 1.149.156.27 80.97 142.48 793.87 1.43 0.12 78.777.016. 1 each.05 1.893.70 8.064. 10 each Anu Laboratories Ltd 2970 (previous year .97 4.51 16.304.70 1.62 555.48 c) During the year the parent company has invested a sum of Rs.72 1.68 a) Trade receivables include the following amount due from related parties Joint Venture Company Rich Rice Raisers Factory LLC.07 4.180.79 98.343.30 325.62 792. TRADE RECEIVABLES Unsecured Considered Good Outstanding for a period exceeding six months Others 1.030.189.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e AS AT 31.43 792.87 1.03.51 122.38 1.90 698.589.03. 12.86 lacs to acquire 15% share holding in Joint venture Company M/s Kohinoor Speciality Foods India pvt Ltd.48 1.030.60 2. 4220.925.27 95. AS AT 31.16 18.90 2.125. 11.2012 0.

SHORT TERM LOAN AND ADVANCES Unsecured considered good Capital Advances Staff Advance Pre-paid Expenses Advance agst Purchases Advance Tax Others 16.638.69 855.14 10.446.926.2012 AS AT 31.00 40.75) --226. REVENUES FROM OPERATIONS Sales of Products Sales of Services Other Operating Revenues Less :.30 506.38 841. OTHER INCOME Dividend from Key man Insurance Policy Profit (Loss) on sale of Assets Profit on Sale of Business Interest Income Miscellaneous Income For the Year Ended 31 st March.99 86.Excise Duty Sales 18.90 0.543.70 835.76 107.273.21 14.40 (11.65 For the Year Ended 31 st March.050.74 1.15 3.533.13 25.638.52 102.66 a) During the year the parent company has transferred part of its business purusant to consent of share holders obtained under section 293(1)(a) of the Companies Act-1956. Other income includes profit of Rs.2012 107. 66 12 .882.90 463.55 2.12 179.92 Total 15.33 294.79 1.30 14.597.2011 234.73 1.195.76 57.59 759.10 64.45 2.41 44.96 33. CASH & BANK BALANCES Cash & cash Equivalents Cash in Hand Balances with Banks Current Accounts Other Bank Balances Fixed Deposits with Banks Un-paid Dividend Accounts 1.93 144.03.23 235.168.56 126.87 261.03. 33597.80 3.03 9.90 86.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e AS AT 31.108.93 17.155.68 1.64 102.83 53.65 37. OTHER CURRENT ASSETS Interest accrued but not due 2.80 33.983.72 112.06 14.41 7.51 37.273.70 7.2011 102.070.498.04 107.66 23.270.95 33.91 326.72 lacs on sale of the part of business.81 2.

44 7.15 2.04 163. EMPLOYEE BENEFIT EXPENSES Staff Salaries Director's Remuneration Bonus Staff Welfare Employer's Contribution to P.356.926.96) 2.86 2.950.18 9.582.94 --112.016.06 67 12 .65) 2. Fees and Taxes Payment to Auditors -Statutory Audit Fee -Tax Audit Fee -Other Matters Deferred Revenue Expenditure w/off To Lease money W/off Postage.45 530.16 8.83 3.31 87.11 7. Opening Stock Closing Stock 21.43 --137.159.62 64.193.47 123.84 81.437.78 322.679.53 76.732.49 8. Cost of Material Consumed Opening Stock Purchases Less Closing Stock 20.27 109.16 563.31 9.065.75 449.77 (4.11 (1.792.50 10.026.49 56.749.535.650.99 --211. Changes of Inventories of Traded Goods.2011 67.96 139. FINANCE COST Interest Paid on Working Capital Loan Bank Charges 23.51 100.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e For the Year Ended 31 st March.676.55 504.39 1.15 3.60 3.05 37.128.149.94 19.38 727.78 20.102.45 2011-12 For the Year Ended 31 st March.22 62.85 3.92 55.65 913.84 116.67 51.74 155.78 3.73 3.30 8.209.F.50 8.17 87. OTHER EXPENSES a) Manufacturing Expenses Loading and Unloading Charges Packing Materials Consumed Wages Processing Charges THC/DPA Charges Repair to Machinery Consumables & Stores Consumed Power & Fuel Brokerage & Commission Freight and Octroi Administrative Expenses Rates.80 328.18 268.02 320.776.62 1.223.46 261.087.44 5.2012 79.129.50 13.91 54.223.157.52 152.& ESI 22.47 632.99 137.382. Telegram and Telephone 344.21 145.

94 255.00 466.91 10.69 240.00 --42.62 1.91 970.41 112.51 73.05 212.25 371.00 450.638.18 348.01 1.42 2.08 40.2011 288.080.576.51 2.98 175.34 --175.79 51.36 14.05 5.91 --39.61 254. Contingent Liabilities AS AT 31.41 42.29 141.2011 --122.307.51 14.52 138.20 7.37 229.607.12 16.69 68 12 .40 24.17 99.03.871.01 21.35 446.23 144.84 5.49 4.59 448.14 83.25 39. Punjab iv Excise Duty v Service Tax vi HRDF demand of Market Committee 9.91 259. not acknowledged as debt i Income Tax ii Sales Tax .29 269.2012 For the Year Ended 31 st March.29 24.708.757.739.35 336.46 86.Delhi iii Excise & Taxation Deptt.58 137.62 135.03.FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e For the Year Ended 31 st March.81 --5.761.49 46..74 1.93 112.2012 a) Claims against the company.66 126.658.36 AS AT 31.943.11 82.92 122.13 1.87 5.30 217.439.60 96.69 153.49 819.01 1.32 207.321.99 General Expenses Storage & Warehousing Legal and Professional Charges Charity and Donation Vehicle Maintenance Printing and Stationery Fumigation Expenses Insurance Charges Conveyance Membership & Subscription Research & Development Rent Staff Recruitment Expenses Repairs to Building Warehouse Expenses Repairs to Others Foreign Exchange Gain / (Loss) Selling & Distribution Expenses Advertisement and Publicity Business Promotion Traveling Expenses (Directors) Traveling Expenses (Others) Rebate & Discount Bad Debts Ocean Freight Expenses Against Export Brokerage & Commission on Sales Clearing and Forwarding 1.95 205.

224 --28.18) .193. Gurnam Arora Mr. Nitin Arora Mr.193. 5.224 28.Dubai Key Managerial Personnel and their relatives Mr.799.56 Current Year 1.224 28. Extra Ordinary Items The company has entered into forward exchange contracts to hedge the foreign exchange fluctuation risk.865 79.608.838.04 1.224 28.00 3. Jugal Kishore Arora Mr.03. Amit Arora Chairman Jt. Jugal Kishore Arora Son of Mr.1List of related parties i) ii) Joint Venture of the Company .922.FOODS LIMITED D e l i ve r i n g va l u e s t o c u s t o m e r s ANNUAL REPORT wo r l d w i d e AS AT 31. RELATED PARTIES DISCLOSURES UNDER ACCOUNTING STANDARD 18 29.Mg.193.00 (3. of Shares at the beginning of the year Equity Shares issued during the year Total number of equity shares outstanding at the end of the year Equity shares outstanding for 365 days Weighted Average number of equity shares outstanding during the year.Mg. b) Net Profit after tax available for equity shareholders Before Extra Ordinary item After Extra Ordinary Item Earnings per share (face value per share Rs.40 2011-12 AS AT 31.224 --28.30 1. 29.30 Previous Year a) Calculation of Weighted Average number of equity shares For Basic/Diluted EPS No.Rich Rice Raisers Factory LLC.193. Bank Gurantee given by Bankers on behalf of the Company. Agencies under EPCG scheme 25.59 vii Liability on account of Derivatives Transactions viii MTM loss on Derivatives Transactions ix TDS/TCS b) Corporate Guarantee given by the Company c) Surety Bonds issued to Govt.193.749.2012 2. 3.193. 10 each) Basic and Diluted: before extra ordinary item Basic and Diluted: after extra ordinary item 28.193.485 18.75 66. Earning Per Share 2..512.170.619. Commitments Estimated amount of contracts remaining to be executed on capital account (Including advances) 26.510 (898) 16.193.02 21.224 22.334.Director Son of Mr.57 9.74 8.45 lacs) suffered in foreign exchange transactions are shown as Extra ordinary items.53 132.00 1.405.Director Jt.2011 ----4. 27.91 4. Satnam Arora 69 28.03. The losses amounting to Rs. Satnam Arora Mr.83 lacs (Previous Year: Rs.224 28.224 28.

2 The following transactions were carried out with related parties in the ordinary course of Business during the year Joint Venture Key management Enterprises over Company personnel and which Key their relatives management personnel exercise significant influence Transactions during the year . Nishant Arora Mr. wherever necessary to confirm to current year classification.016. CHARTERED ACCOUNTANTS FRN : 001083N Sd/(N. 33. AHUJA) PROPRIETOR Membership No: 80178 Place :. The Consolidated Financial Statement have been prepared with stock exchanges.Satnam Overseas (Exports) .Balances outstanding at the year end:. MG. DIRECTOR Sd/RAMA KANT COMPANY SECRETARY & GM (LEGAL) Sd/GURNAM ARORA JT. in compliance of Clause 32 of the listing agreement 1.156. 32.51 In terms of our separate report of even date attached For NATH AHUJA & CO.54 (4.65) 7.Partnership Firm of Promoter directors 29.60 (1.67) 282. prescribed by the Companies (Accounting Standard) Rules.08. 31.Gurnam Arora Son of Mr.72 (1.Sale of Finished Goods .73) (3. Chandini Arora iii) Enterprise over which key managerial personnel exercise significant influence .FOODS LIMITED Kohinoor Foods Limited D e l i ve r i n g va l u e s t o c u s t o m e r s wo r l d w i d e Son of Mr.Expenses incurred on behalf of the related party Repayment of Advances .030. MG.5.Loans/Advances .Gurnam Arora Son of Mr.Debtors 30. Sumit Arora Mrs.N. Some Debtors and Creditors are subject to confirmation. Ankush Arora Mr. 2006.87) 2.New Delhi Dated :. Satnam Arora Daughter in Law of Mr. Prior Period Items There is no material prior period items included in profit & loss account required to be disclosed as per Accounting Standard .379.516.177.Remuneration .59 (241. Satnam Arora Mr. Corresponding figures for the previous year have been regrouped/rearranged.2012 70 FOR AND ON BEHALF OF THE BOARD Sd/SATNAM ARORA JT.09. DIRECTOR Sd/KAMAL DEEP CHAWLA DGM (FINANCE & ACCOUNTS) .51) 3.

Office: 201. Fax: 91-11-41638586 Email: info@kohinoorfoods.: 91-11-41635757. Vipps Centre. www. Greater Kailash-II.in .kohinoorfoods. Masjid Moth.in.Regd.110048 (India) Ph. New Delhi .