డైరెక్టర్ల నివేదిక Fortune Foods Ltd.

Mar 31, 2012

To, The Members of FORTUNE FOODS LIMITED Nasbik.

The Directors pleased to present the TWENTY THIRD ANNUAL REPORT on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

[Amount in Rs.)

year ended Year ended 31,03,2012 31.03.2011

Sales/Revenue 30,700,878 12,540,010

Profit / (loss) before Interest & Depreciation 1,011,327 (791,505)

Less: Interest 3,701,231 3,393,691

Less: Depreciation 679,967 4,660,198

Pro fit/(loss] Tor the year before tax (7,449,870) (3,853,393)

Income Tax (including Fringe Benefit Tax) 0 0

Profit/[Joss] after tax (7.449,870) (8,853,393)

Accumulated pro fit/(toss) brought forward {34,5(10,451) (25,733,058]

Accu mu la ted p rotIt/(loss) carried forward (42,036,321) (34,586,451)

OPERATIONS:

In the year 2011 the; Company has faced challenges at various fronts viz, competition, pressure of price cutting, cost reduction, etc. GEobaE recession bad an impact on the overall business leading to decrease in the business volume,

However, die management is optimist about the business growth in the earning years. Moreover, though there is decline in the manufacturing activity, the Company has increased in job work activity and sought progress, as compared to less year.

AUDITORS'' REPORT:

The Auditors in their report have$ referred to the notes forming pare of accounts, which are self explanatory and do not require further deflation.

- With reference to the Para 4 Clause (d) of the Auditors'' Report, regarding compliance with the Accounting Standards,

It is to inform that the nor compliance is due to consistent policy of the management, which follows the cash basis of accounting for provision of ale employee benefits.

Similarly. the management also follows cash basis of accounting for the purpose of Tax expenses and hence no provision for deferred u liability onset''s made;

- reference to the Para 3 of the Annexure to Audit Report,

'' Clause i (a) - The Company has started maintaining records showing full particulars of Fixed Assets of the Company, It is trying to trace out earlier records and retrieving t fie same for future reference.

- Clause li (c) - The Management have relied over the Laboratory reports and the report of the Stores Manager for quality and the marketability of the bid Inventory lying in cold storage,

- Clause iii (a) - The Management admits that the Company has defaulted by making payment and advancing loan to parties in contravention of Section 295 of the Companies Act, 1956. The Management looks forward for making good the d eta alt so trade.

- Crouse vif - The Management believes that the internal control procedures adopted by them are adequate enough to ensure reasonable internal checking & control. Thus there is no need to constitute a formal internal audit department

- Clause ix (a) - Due to lack of liquidity and other financial constraints, there art; certain statutory dues outstanding The Management ensures to make good the default and the irregularities at their earliest, as may be possible.

AUDITORS:

The auditors of the Company M/s. Ratan Chandak & Co., Chartered Accountants retiring at the coming Annual Genera! Meeting and are eligible for re-appointment U/if224 of the Companies Act, 1956. Our Directors recommended reappointment.

DIVIDEND:

During Ewe year under review the Board of Directors has not declared and paid any dividend,

FIXED DEPOSITS:

During the year Under review, die Comply had not accepted any deposits within the meaning of Section StM of the Companies Act 1%6.

A) Conservation of Energy mid Technology Absorptions

The Company is engaged in trading actively and does not involve any technology.

PARTICULARS OF EMPLOYEES

Particulars of Employees required to be furnished under Section 217 (2AJ of the Companies Act, 1956 read with the. Co in panics (Particulars of Employees Rules, 1975:

Nil

DIRECTORS:

During the year under review and for the period up to the date of rates report, there are no new appointments or resign ions to/from the post of Directors).

DIRECTORS RESPONSILKLITY STATEMENT:

Pursuant to Section 217 {2 A A) of the Companies Act. 1956, the Hoard of Directors of the Company hereby state and confirm that:

i] in the preparation of the-annual accounts, the applicable accounting standards have been followed along-with a proper explanation relating to material departures;

it) the Directors have selected such accounting policies and applied them consistently and madeiudgrnents and estimates that 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 their Profit of the Company for that period;

iii] the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

ACKNOWLEDGEMENT:

The Board of Director place on record deep appreciation to the bankers, customers for their co-operation and support (tiring the year under review and look Forward 10 continuous cordial relations in the forth coming year.

For and On behalf of the Board

Naresh K. Gupta shailesh N. Gupta

Mgnaging Director Director



Place; Nashik

Date; July 25, 2012

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Mar 31, 2011

To The Members of FORTUNE FOODS LIMITED

The Directors pleased to present the TWENTY SECOND ANNUAL REPORT on the Business and Operations of the Company and the Audit statement of Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS :-

(Amount in Rs.)

Year ended Year ended 31.03.2011 31.032010

Sales / Revenue 12,540,010 5,183,920

Profit / (loss) before Interest & Depreciation (791,505) (2 502 321)

Less: Interest 3,393,691 3,143 01

Less: Depreciation 4,668,198 4,742,570

Profitless) for the year before tax (8,853,393) (10,387,903)

Income Tax (including Fringe Benefit Tax) 0 0

Profitless) after tax (8,853,393) (10,387,903)

Accumulated profit/(loss) brought forward (25,733,058) (15345455)

Accumulated profit/(loss) carried forward (34,586,451) (25 733 058)

OPERATIONS:

In the year 2010-11, the Company has faced challenges at various fronts V1/ competition, pressure of price cutting, cost reduction, etc. Global recession had an impact on the overall business leading to decrease in the business volume. However, the management is optimist about the business growth in the coming years. Moreover, though there is decline in the manufacturing activity, the Company* has increased its job work activity and sought progress, as compared to last year.

AUDITORS' REPORT:

The Auditors in their report have referred to the notes forming part of accounts, which are self explanatory and do not require further elucidation.

- With reference to the Para 4 Clause (d) of the Auditors' Report, regarding compliance with the Accounting Standards,

It is to inform that the non compliance is due to consistent policy of the management, which follows the cash basis of accounting for provision of all employee benefits.

Similarly, the management also follows cash basis of accounting for the purpose of Tax expenses and hence no provision for deferred tax liability or asset is made.

AUDITORS:

The' auditors of the Company M/s. Ratan Chandak & Co., Chartered Accountants retiring at the coming Annual General Meeting and are eligible for re-appointment U/s 224 of the Companies Act, 1956. Your Directors recommended re-appointment.

DIVIDEND:

During the year under review the Board of Directors has not declared and paid any dividend.

FIXED DEPOSITS:

During" there 77 under review, the Company had not accepted any deposits within the meaning of Section 58-A of the Companies Act 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGOINGS:

Information pursuant to S with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 -

A) Conservation of Energy and Technology Absorption:

The Company is engaged in trading activity and does not involve any technology.

B) Foreign Exchange Earnings & Outgoings:

Nil

PARTICULARS OF EMPLOYEES:

Particulars of Employees required to be furnished under Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975:

Nil

DIRECTORS:

During the year under review and for the period upto the date of this report, there are no new appointments or resignations to/from the post of Director(s).

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217'(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along-with a proper explanation relating to material departures; .

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that 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;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

ACKNOWLEDGEMENT:

The Board of Director place on record deep appreciation to the bankers, customers for their co-operation and support during the year under review and look forward to continuous cordial relations in the forth coming year.

For and On behalf of the Board

Naresh K. Gupta Shaikh N. Gupta

Managing Director Director

Place: Nashik

Date: September 22, 2011