DIRECTORS’ REPORT

To

The Members

Your Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

1. REVIEW OF PERFORMANCE:

2. Operational Review:

During the year under review the company continued the manufacturing of “Eclairs” for M/s. Mondelez India Foods Pvt Limited ( formerly known as Cadbury India Ltd).

During the financial year 2014-15, your Company recorded turnover of Rs. 1025 Lakhs and earned a Net Profit after tax of Rs. 12.92 Lakhs compared to Turnover of Rs. 1541 Lakhs and Net Profit after tax of Rs. 33.91 Lakhs during the previous financial year.

Apart from above, the Company has also entered into manufacturing and supply agreement with M/s. Dharampal Satyapal Ltd, Gurgaon.

3. DIVIDEND:

Due to insufficiency of profits your directors do not recommend any dividends for the financial year 2014-15.

4. DEPOSITS:

Your company has not accepted any deposits falling under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014, during the year.

5. SUBSIDIARY/ASSOCIATE COMPANIES:

Your Company did not have any subsidiary or Associate Company for the financial year ended on March 31, 2015.

6. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

Declarations have been given by all the Independent Directors of the Company that they comply with all the criteria of independent director as envisaged in Clause 49 of the Listing Agreement and Section 149(6)the Companies Act, 2013.

7. PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as the remuneration of none of the employees has exceed the limits specified therein.

Some of the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Form MGT-9 forming part of the Annual Report.

Having regard to the provisions of sections 136(1) read with its relevant provisions of the companies act 2013, the annual report excluding part of the above said information is being sent to the member of the company. The said information is available for inspection at the Registered Office of the company during working hours and any member interested in obtaining such information may write to the company and the same will be furnished without any fee and free of cost.

8. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors of your Company hereby confirm that:

a) In the preparation of Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with the proper explanation relating to material departures if any.

b) 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 true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2015 and of the profit and loss of the Company for that period;

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

d) The Directors have prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by the Company and that such internal fianancial controls are adequate and operating effectively; and

f) The directors had devised proper systems to were ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS:

a. Board Meetings

The Board of Directors of the Company met Seven times during the year 2014-15. The details of various Board Meetings are provided in the Corporate Governance Report.

The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013.

b. Changes in Directors & Key Managerial Personnel.

During the year Mr. George Kurian resigned from the directorship of the company w.e.f 19.03.2015, the Board puts on record its appreciation for services rendered by him as director of the Company. Further Mr. Vamshi Srinivas Vempati was appointed as Chief Financial Officer (CFO) of the Company w.e.f. 27.03.2015.

c. Re-Appointment.

Mrs. Meera Gurbani, Director of the company retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

The following Independent Directors who were appointed in the 23rd Annual General Meeting held on 27th September 2014 for a period of Five (5) years, will continue to be on the Board till the conclusion of Annual General Meeting to be held in the calendar year 2019.

1. Banala Jayaprakash Reddy

2. Umra Singh Sirohi

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act.

d. Board Committees.

The Company has the following Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee.

3. Stakeholders’ Relationship Committee.

Sub-committees:

Share transfer Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

e. Remuneration policy

The policy framed by the Nomination and Remuneration committee under the provisions of Section 178(4) of the Act, is as below:

The remuneration policy of the Company has been so structured in order to match the market trends of the confectionary industry. The Board in consultation with the Nomination and Remuneration Committee decides the remuneration policy for directors.

The company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. Remuneration / Commission payable to Directors is determined by the contributions made by the respective directors for the growth of the company.

f. Board Evaluation

As required under the provisions of Section 134(3)(p) and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, and the manner in which such performance evaluation was carried out is as under.

The performance evaluation framework is in place and has been circulated to all the directors to seek their response on the evaluation of the entire Board and independent directors. The Nomination and Remuneration Committee shall carry out evaluation of director’s performance.

The criteria of evaluation is exercise of responsibilities in a bona fide manner in the interest of the Company, striving to attend meetings of the Board of Directors/ Committees of which he is a member/ general meetings, participation constructively and actively in the meetings of the Board /committees of the Board etc.

g. Vigil Mechanism

The Company has established a whistle-blower policy and also established a mechanism for Directors and employees to report their concerns. The details of the same is explained in the Corporate Governance Report.

h. Related Party Transactions.

Company has not entered into any transactions with related parties during the financial year. Hence requirment of disclosure under section 134(3) (h) r/w Rule 8 of the Companies (Accounts) Rules, 2014 not applicable.

10. AUDITORS:

At the 23rd Annual General Meeting held on 27th September, 2014, M/s. RRK & Associates., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2019. In terms of the first proviso of Section 139 of the Companies Act, 2013 and the Rules framed there under, the appointment of the Auditors shall be placed for the ratification at every AGM and members to authorize the Board of Directors to fix their remuneration. Accordingly, the appointment of M/s. RRK & Associates, as Statutory Auditors of the Company is placed for ratification by the shareholders.

11. SECRETARIAL AUDITOR:

In accordance with the provisions of Section 204 of the Companies Act, 2013 and as a measure of good corporate governance practice, the Board of Directors of the Company appointed M/s. V K Bajaj & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report for Financial year 2014-15 is herewith appended as Annexure 1 to the Board’s report With reference to remarks of secretarial auditors regarding appointment of Company Secretary as Key Managerial Person, your Board of Directors would like to bring to your kind notice that Company is putting all efforts to recruit a Company Secretary at the earliest.

With regards to advances to sister concerns Board would like to inform you that those advances are given in the ordinary course of business.

12. AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

13. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure 2.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:

Company has neither made any investments nor given any guarantee during the financial year except outstanding advances to the Associate Companies.

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

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in the Annexure 3 to this Report.

16. PERFORMANCE OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

In accordance with Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014, your Directors have reviewed and evaluated the performance of the Board of Directors and their committees, along with performance of individual Director in the light of Company’s performance. The performance of the Directors individually and collectively and performance of committees are found satisfactory.

With the spirit of wealth creation for the shareholders of the Company, your Directors are committed to give their best efforts towards the development of the Company.

Corporate Governance report, Management Discussion & Analysis Report :

As per clause 49 of the listing agreements entered into with the stock exchanges, management Discussion and Analysis report and Corporate Governance report along with auditor’s certificate thereon are attached and form part of this report, as Annexure 4 & 5.

RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences on the Company’s businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has in place an Anti Sexual Harassment policy in line with the requirment of the Sexual Harassment women at work place (Prevention Prohibition and Redressal) Act, 2013. The internal complaints comittee (“ICC”) has been setup to redress the compalints received regarding sexual harrasment. All employees are covered under this policy.

During the year there were no complaints referred to the ICC.

ACKNOWLEDGEMENTS:

Your Directors have pleasure in recording their appreciation for the assistance extended to the Company by various officials of the Central and State Governments and Commercial Banks.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Investors, Suppliers, Bankers for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the Company.

By Order of the Board

For SAMPRE NUTRITIONS LIMITED

Sd/- B K GURBANI

Chairman and Managing Director

Place: Medchal

Date: 08.08.2015