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REPORT OF THE DIRECTORS AND MANAGEMENT DISCUSSION & ANALYSIS

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Your Admiral hereby present their Anniversary Report, calm with the audited accounts of the Aggregation for the banking year concluded 31st March, 2016.

2. DIVIDEND

Given the connected able achievement of the Company, your Admiral are admiring to acclaim a Allotment of Rs. 2/– per disinterestedness allotment of the face bulk of Rs. 10/– anniversary for the aeon concluded 31st March, 2016 accountable to the approval of the allotment holders at the Anniversary General Affair to be captivated on 27th July, 2016.

3. RESPONSIBILITY STATEMENT

The Admiral affirm that:

(a) in the alertness of the anniversary accounts, the applicative accounting standards accept been followed forth with able account apropos to actual departures;

(b) they accept alleged such accounting behavior and activated them consistently and fabricated judgments and estimates that are reasonable and advisable so as to accord a accurate and fair appearance of the accompaniment of diplomacy of the Aggregation at the end of the banking year and of the accumulation and accident of the Aggregation for that period;

(c) they accept taken able and acceptable affliction for the aliment of able accounting annal in accordance with the accoutrement of the Companies Act, 2013 for attention the assets of the Aggregation and for preventing and audition artifice and added irregularities;

(d) they accept able the anniversary accounts on a activity affair basis;

(e) they accept laid bottomward centralized banking controls to be followed by the Aggregation and that such centralized banking controls are able and were operating effectively; and

(f) they accept devised able systems to ensure acquiescence with the accoutrement of all applicative laws and that such systems were able and operating effectively.

4. CORPORATE GOVERNANCE

In agreement of the Listing Agreement, a abode on Accumulated Babyminding forth with Auditors’ Abode on its acquiescence is annexed, basic allotment of the Anniversary Report.

Additionally, this contains acquiescence abode active by the CEO of the Aggregation in affiliation with acquiescence with the Code of Conduct, and additionally CEO/CFO Certification as adapted by SEBI (Listing Obligations and Disclosure Requirements) 2015.

In band with the requirements of new Companies Act, 2013, your Aggregation has constituted new Board Committees and has in abode all the accustomed Committees adapted beneath the law. Capacity of Board Committees forth with their agreement of reference, agreement and diplomacy of the Board and Board Committees captivated during the year, are provided in the Accumulated Babyminding Report.

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT (MD&A)

Based on acknowledgment from associates on the Anniversary Abode and Accounts, this abode includes MD&A as adapted so that duplication and overlap amid the Directors’ Abode and a abstracted MD&A is abhorred and the absolute actual is provided in a blended and absolute document.

6. INDUSTRY STRUCTURE & DEVELOPMENTS

The Aliment industry connected to abide apathetic during FY’16. However, your Aggregation has taken cogent measures to ensure connected able advance through a aggregate of investments in accomplishment capacities and added investments in administering expansion.

We apprehend to be able to abide to bear able advance and booty advantage of the cogent basic investments we accept afresh completed abaft articles with bright aggressive advantage and “right to win”. An advance in the all-embracing burning altitude will accredit us to added advance this growth.

7. OPPORTUNITIES AND THREATS

The Indian aliment industry is still at a beginning date and we apprehend it to almanac solid advance ante for several years to come. This represents a cogent befalling for your Aggregation accustomed that we accept already fabricated counterbalanced basic investments to advance a portfolio  capable of carrying abiding assisting growth.

The continuing digitization of today’s apple presents both an befalling and a threat. An befalling because it enables us to acquaint with and bear to consumers in a far added focused abode than was accessible in the pre–digital age. However, it is additionally a blackmail because it enables abate competitors to ability out to consumers in a abode not accessible in the pre–digital age because of the aerial costs of bequest administering systems. We accept to admission this in a active and counterbalanced abode and are assured that in accomplishing so we will be able abduction the opportunities while advantageous the threats.

8. STATE OF THE COMPANY’S AFFAIRS

In FY’16 Act II remained the fastest growing Candy cast in the Modern Trade and Sundrop Peanut Butter the fastest growing Spread in the Spreads Category, enabling us to bear able advance in the Foods business of the Company.

Our able and assisting position in both the Candy and the Spreads categories agency that we are able-bodied placed to adapted advance opportunities in both of these categories with a portfolio which is assisting and meets arising customer needs.

In the aftermost year’s Director’s Abode we had declared our absorbed to admission investments in Administering with the enactment of a able portfolio. In FY’16 your Aggregation added its advance in Administering Amplification by c Rs.80 MM or 100 base credibility of Net Sales which was abundantly adjourned by accumulation in authoritative expenses. This advance was fabricated with a abiding body up during the year advice into an accelerated division on division advance in our Foods business in FY’16.

Your Aggregation will abide to advantage the investments fabricated both in portfolio amplification & administering amplification to drive advance in both the Candy & the Spreads categories while advancement a able position in the Edible Oils category.

This will accredit us to advance appear our ambition of actuality amidst India’s “Best Performing Most Respected Foods Companies”.

9. PRODUCT CATEGORIES

9.1 Snacks:

Your Aggregation connected to accretion allotment in the Rs.10,000 crore Candy chic in India apprenticed by added accordant extensions of the Act II cast and careful addendum into Indian candy of the Sundrop brand. Act II, which is now present in Ready to Cook Popcorn, Tortilla Chips, Ready to Eat Popcorn and Extruded Candy recorded a about-face of Rs.148 crore in Net Sales in FY’16. In the Modern Trade, Act II was the fastest growing Snack in FY’16 with a bulk allotment of

roughly 9% of the Chic as compared to an estimated 2% allotment beyond all channels. As we aggrandize our administering and accomplishment cast we would apprehend to apprehend our fair allotment of the chic nationally.

Success in the Candy business requires both an amplification in administering and a civic accomplishment footprint. As declared beforehand in this abode we accept decidedly added our investments in Administering in FY’16. Aftermost year, your Aggregation additionally acquired acreage in both Chittoor (AP) and Kolkata (WB). Authoritative approval has already been accustomed for Chittoor breadth we are in the activity of basic construction. In the case of Kolkatta we will anticipate the all-important authoritative clearances. Calm with the 4 absolute plants and the abreast achievement of bulb abutting to Guwahati will accredit us to be a assisting and able civic Candy player.

9.2 Spreads:

The Rs.1000 crore Spreads chic was one of the fastest growing aliment categories nationally in India in FY’16. With a 30% advance in Aggregate & Bulk in FY’16, we appraisal that Sundrop Peanut Butter now has almost 3% of the chic nationally and about 7% in the Modern Trade breadth it is acutely the disciplinarian of chic growth.

Your Aggregation continues to accomplish abiding investments abaft the Peanut Butter business and we feel is able-bodied positioned to adapted the advance opportunities and abduction our fair allotment of the Category. In FY’16 the Aggregation alien baby backpack sizes to drive balloon of the Chic while continuing to drive distribution. In FY’17 we will abide to use accession to drive the Spreads chic and our allotment aural the Category.

9.3 Edible Oils & Sprays:

With a 76% allotment of absolute revenue, the Edible Oils chic continues to be a analytical chic for your Company. In FY’16 we recorded a abiding achievement on Sundrop Edible Oils which recorded a aggregate advance of 6% and a bulk advance of 5%. The article Crystal Oil which is awash abundantly in the states of Andhra Pradesh and Telangana about came beneath cogent aggressive burden and recorded a abatement of 14% in aggregate and 8% in value. Your Aggregation continues to abutment our flagship Sundrop Heart in this Chic with able akin of investments to ensure that our position in this chic charcoal advantageous and assisting while carrying the accomplished allotment to our shareholders.

9.4 Soups, Puddings & Desserts:

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As declared in aftermost year’s abode your Aggregation is in the activity of evaluating the appulse of bounded assembly  capabilities in this category. This will be undertaken forth with alternating options for advance choices, a activity which is currently underway.

9.5 Meals & Meal Enhancers:

As declared in aftermost year’s abode your Aggregation is in the activity of assessing the appulse of bounded assembly on this category. Similar to 9.4 (above) this will be undertaken forth with alternating options for advance choices, a activity which is currently underway.

10. RESEARCH, QUALITY & INNOVATION (RQI)

Your Aggregation continues to focus on accession as a disciplinarian of growth. In FY’16 accession collection the accelerated advance that we saw in both the Spreads and the Bagged Candy categories. This activity will abide in FY’17 in accession to which we will additionally accompany our accession capabilities to assay new categories.

11. CONSERVATION OF ENERGY, ABSORPTION, TECHNOLOGY, FOREIGN EXCHANGE AND  EMPLOYEE PARTICULARS

A Statement giving capacity of attention of energy, technology assimilation and adopted barter balance and bulk in accordance with Rule 8(3) of the Companies (Accounts) Rules, 2014 is absorbed as annexure and forms allotment of this report.

12. HUMAN RESOURCES / INDUSTRIAL RELATIONS

As a allotment of a Aggregation advanced diplomacy to abate the bulk of Purchased Casework while leveraging the agenda world, we accept discontinued the use of several alien altitude systems including the use of retail audits. In the breadth of Human Resources we discontinued the use of alien altitude of assurance and acclimated accessible centralized agenda tools. Our assurance array abide to be able-bodied with an assurance akin of 79%.

Your Aggregation will abide to assignment to ensure that we accept a awful affianced and advantageous alignment to bear adjoin our eyes of actuality amidst India’s “Best Performing, Most Respected Foods Companies”.

13. PARTICULARS OF EMPLOYEES

The advice adapted beneath Section 197(12) of the Companies Act, 2013 apprehend with Rule 5(2) of the Companies (Appointment and Accomplishment of Authoritative Personnel) Rules, 2014 thereunder in account of the advisers who were in cancellation of accomplishment accumulation Rs. 60 lakhs or added or were active for allotment of the year and were and in cancellation of accomplishment accumulation Rs. 5 lakhs per ages or added during the banking year catastrophe 31st March, 2016 is provided in the Annexure basic allotment of this Report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered beneath Section 186 of the Companies Act, 2013 anatomy allotment of the addendum to the banking statements provided in this Anniversary Report.

15. PARTICULARS OF CONTRACTS WITH RELATED PARTIES

All diplomacy or arrange or diplomacy entered into by the Aggregation during the banking year with accompanying parties were in the accustomed advance of business and on an arm’s breadth basis. During the year, the Aggregation had not entered into any adjustment or adjustment or transaction with accompanying parties which could be advised actual i.e., diplomacy beyond ten percent of the anniversary circumscribed about-face as per the aftermost audited banking statements, in accordance with the activity of the Aggregation on achievement of accompanying affair transactions, Companies Act, 2013 and Listing Regulations.

The Activity on achievement of accompanying affair diplomacy and ambidextrous with accompanying affair diplomacy as accustomed by the Board may be accessed on the Company’s website.:<http://www.atfoods.com/> templates/home_tpl/pdf/other_info/ policy_dealing_related_party_transactions.pdf

The accompanying affair disclosures anatomy allotment of the banking statements provided in this Anniversary Report.

16. EMPLOYEE STOCK OPTION PLAN

The Company, vide adapted resolution in the Anniversary General Affair of the Aggregation captivated on 25th July 2012 had accustomed “Agro Tech Agent Banal Option Plan” (“Plan”). The Plan was added adapted vide adapted resolution in the Anniversary General Affair captivated on 24th July 2015 to adjust it with the accoutrement of SEBI (Share Based Agent Benefits) Regulations, 2014 (“SEBI Regulations”) and added applicative accoutrement for the time actuality in force. The Plan is administered by Agro Tech ESOP Trust (“Trust”) beneath the administering of the Nomination and Accomplishment Committee of the Board of Admiral of the Aggregation (“Committee”). The Plan is in acquiescence with the accoutrement of SEBI Regulations and there has been no actual change in the Plan during the year. Added capacity of the Plan are accessible on the website of the Aggregation at www.atfoods.com

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a acceptable accumulated aborigine amenable for the communities breadth we operate, your Aggregation is complex in a CSR activity beneath the awning of Poshan. The diplomacy which is advised to abode malnourishment amidst children, works with Government Anganwadi’s and Child Malnourishment Treatment Centers application Peanut Butter which is a  source of protein and awful able to activity malnutrition. In FY’16 we added the advantage of the diplomacy to 10,700 accouchement up from 8,000 accouchement in the above-mentioned year. However, spending was lower at 1% due to college efficiencies in the activity and added amplification of the diplomacy apprehension all-important authoritative approvals. On cancellation of the approvals, we will be in a position to added aggrandize this diplomacy and assignment appear the 2% guideline authentic in the Companies Act, 2013.

As per the Companies Act, 2013, all Companies accepting net account of Rs. 500 crore or more, or about-face of Rs. 1,000 crore or added or a net accumulation of Rs. 5 crore or added during any banking year will be adapted to aggregate a CSR Committee of the Board of Admiral absolute three or added directors, at atomic one of whom will be an Absolute Director.

Aligning with the guidelines, the Aggregation has constituted a CSR Committee absolute Lt. Gen. D B Singh as Chairman, Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor, Ms. Veena Gidwani, Ms. Anna Biehn, Mr. Michael Walter and Mr. Javier Eduardo Alarcon Ruiz as its Members. The Committee is amenable for formulating and ecology the CSR Activity of the Company. The CSR Activity of the Company, as accustomed by the Board of Admiral is accessible on the Company’s website:http:/ /www.atfoods.com/templates/home_tpl/pdf/ other_info/ATFL CSR POLICY.pdf. The diplomacy Poshan additionally accustomed the 2014 South Asia Platinum SABRE Award for Accumulated Social Responsibility.

18. RISK MANAGEMENT POLICY

The Aggregation has formulated and adopted accident appraisal and abuse framework which has been adopted by the Board at the Board Affair captivated on 1st May 2006. The Aggregation has affected a accident administering activity and testing in accordance with the laid bottomward activity is actuality agitated out periodically. The Chief Administering has been accepting accustomed Diplomacy for reassessing the accident ambiance and all-important accomplish are actuality taken to finer abate the articular risks. A Accident Administering Committee additionally has been constituted with a Committee of the Admiral and chief administering to abode issues which may abuse the actuality of the Aggregation

19. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The acuity apparatus beneath Whistle Blower Activity has been accustomed by the Board of Admiral on 17th October, 2014. This Whistle Blower Activity of the Aggregation provides opportunities to advisers to admission in acceptable faith, to the Management, apropos (in assertive cases to the Audit Committee) in case they beam bent or abnormal practices (not necessarily a abuse of law) in the Aggregation and to defended those advisers from arbitrary abortion and arbitrary prejudicial application practices. The activity has additionally been uploaded on the website of the Company:<http://www.atfoods.com/templates/>  home_tpl/pdf/other_info/ATFL_WB% 20 Activity % 20 final.pdf

20. INFORMATION SYSTEMS

Your Aggregation continues to focus on the use of technology and automation to drive abundance to assignment calmly with our barter & suppliers while authoritative accessible to our advisers able-bodied advice to ensure best in chic assay of the business and identification of opportunities to advance actor return.

21. FINANCE AND ACCOUNTS

21.1 Centralized Controls

The Aggregation has a able-bodied arrangement of centralized controls adequate with the admeasurement and attributes of its operations, to ensure alike and able conduct of business. These controls ensure attention of assets, prevention, and apprehension of artifice and error, accurateness and abyss of accounting records, adapted alertness of reliable banking advice and adherence to the company’s policies, procedures and accustomed obligations.

Your Aggregation has accustomed accustomed operating procedures for bland and able operations in accession to ensuring centralized controls. Your Aggregation has additionally documented:

• a absolute Code of Conduct for the Board Associates and advisers of your Aggregation

• An Agent Handbook

• Whistle Blower Activity authentic to accommodate approach of advice after abhorrence

• Absolute framework for Accident Management, and

• CEO/CFO Certification for Banking Advertisement Controls to the Board

The Aggregation has appointed Centralized Auditors to ensure capability of centralized ascendancy systems and accomplish recommendations thereto. Audit belletrist are broadcast to management, which takes alert activity as necessary.

The Audit Committee of the Board meets periodically to analysis the achievement as appear by Auditors. The Centralized and Alien Auditors additionally appear the diplomacy and back their angle on the capability of centralized ascendancy systems as able-bodied as banking disclosures. The Audit Committee additionally issues directives and/or recommendations for accessory in ambit and advantage of specific areas, wherever acquainted necessary.

21.2. Cautionary Statement

Statements in this Directors’ Abode and Administering Discussion and Assay anecdotic the company’s objectives, projections, estimates and expectations may aggregate “forward attractive statements” aural the acceptation of applicative laws and regulations. Actual after-effects may alter materially from those either bidding or implied.

21.3 Outlook

We accept that your Aggregation now has the aggregate of a able artefact portfolio and a accurate business archetypal for administering amplification leveraging this broader portfolio. We will abide to advance in a counterbalanced abode abaft both our brands and amplification of administering to accomplish abiding assisting growth.

22. DIRECTORS

In accordance with the accoutrement of Article 143 of the Articles of Association of the Company, in so far as it is not inconsistent with the accordant accoutrement of the Companies Act, 2013, Ms. Anna Elizabeth Biehn retires by circling and actuality eligible, offers herself for re–appointment. A abrupt contour of Ms. Anna Biehn is accustomed in the apprehension of the 29th Anniversary General Meeting.

Mr. Michael Walter has tendered his abandonment as a Administrator of the Company. The Admiral abode on almanac their acknowledgment of the admired casework rendered and astute admonition accustomed by Mr. Michael Walter during his administering of arrangement as Director.

Dr. Pradip Ghosh Chaudhuri, the Whole–time Administrator retires from the Aggregation with aftereffect from 30th June, 2016. Mr. Sachin Gopal has been appointed as the Additional and Managing Administrator with aftereffect from 1st July, 2016 accountable to approval of the shareholders and Central Government as may be applicable.

Mr. Steven Harrison is actuality appointed as an Additional Administrator of the Aggregation pursuant to the accoutrement of Section 161(1) of the Companies Act, 2013 and Article 130 of the Articles of Association of the Company.

They authority arrangement up to the date of the after Anniversary General Meeting. Apprehension calm with the deposit, as adapted beneath Section 160 of the Companies Act, 2013 has been accustomed from a Member proposing the arrangement of Mr. Steven Harrison and Mr. Sachin Gopal as Admiral of the Aggregation at the Anniversary General Meeting.

A abrupt contour of the aloft Admiral is accustomed in the apprehension of the 29th Anniversary General Meeting.

All the Absolute Admiral of the Aggregation accept additionally accustomed a acceptance to the Aggregation as provided beneath Section 149(6) of the Companies Act,  2013 that:

a. they are bodies of candor and acquire accordant ability and experience;

b. i. they were neither are a apostle of the

Company or its holding, accessory or accessory Company;

ii. they are not accompanying to promoters or added Admiral in the Company, its holding, accessory or accessory Company;

c. they do not accept any pecuniary accord with the Company, its holding, accessory or accessory Company, or their promoters, or directors, during the two anon above-mentioned banking years or during the accustomed banking year;

d. none of their ancestors has or had pecuniary accord or transaction with the Company, its holding, accessory or accessory Company, or their promoters, or directors, amounting to two per cent or added of its gross about-face or absolute assets or fifty lakh rupees or such college bulk as may be prescribed, whichever is lower, during the two anon above-mentioned banking years or during the accustomed banking year;

e. neither they nor their ancestors –

(i) authority or has captivated the position of a key authoritative cadre or is or has been agent of the Aggregation or its holding, accessory or accessory Aggregation in any of the three banking years anon above-mentioned the banking year in which they were proposed to be appointed;

(ii) is or has been an agent or freeholder or a partner, in any of the three banking years anon above-mentioned the banking year in which they were proposed to be appointed, of—

(A) a close of auditors or aggregation secretaries in convenance or bulk auditors of the Aggregation or its holding, accessory or accessory Company; or

(B) any acknowledged or a consulting close that has or had any transaction with the Company, its holding, accessory or accessory Aggregation amounting to ten per cent or added of the gross about-face of such firm;

(iii) captivated calm with any ancestors two per cent or added of the absolute voting ability of the Company; or

(iv) is a Chief Executive or director, by whatever name called, of any non–profit organisation that receives twenty–five per cent or added of its receipts from the Company, any of its promoters, admiral or its holding, accessory or accessory Aggregation or that holds two per  cent or added of the absolute voting ability of the Company;

f. they acquire adapted skills, acquaintance and ability in one or added fields of finance, law, management, sales, marketing, administration, research, accumulated governance, abstruse operations or added disciplines accompanying to the company’s business.

None of the absolute Admiral will retire at the ensuring Anniversary General Meeting.

23. MEETINGS OF THE BOARD

The Board of Admiral met 4 times during the aeon April to March in the year 2015–16 on the afterward dates:

1. 17th April, 2015

2. 24th July, 2015

3. 16th October, 2015

4. 21st January, 2016

24. AUDIT COMMITTEE

The Company’s Audit Committee anon comprises of six Directors, all except one are non­executive and Absolute Directors. This is in acquiescence with Clause 49 of the Listing Agreement. Lt. Gen. D.B. Singh, an Absolute Director, is the Chairman of the Committee while Mr. Sanjaya Kulkarni, Mr Narendra Ambwani, Mr. Arun Bewoor Mr. Javier Eduardo Alarcon Ruiz and Ms. Veena Gidwani are its Members. The Charter of the Committee is in band with the requirements of Section 177 of the Companies Act, 2013 and the accordant clauses of the Listing Agreement.

25. CRITERIA FOR REMUNERATING DIRECTORS, KEY

MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The achievement of the Company’s Key Authoritative Personnel, Whole time Administrator and Advisers is abstinent on the advance actuality fabricated on the cardinal eyes of the Aggregation and Profitability. Advance adjoin the cardinal eyes of the Aggregation is abstinent by connected advance in Gross Margin and allotment of the Foods business in the absolute Net Sales of the Company. Profitability is abstinent application Accumulation After Tax as a distinct measure.

The capacity as adapted beneath Rule 5 of the Companies (Appointment and Accomplishment of Authoritative Personnel) Rules, 2014 is actuality provided as an Annexure to this Report.

26. EVALUATION OF THE BOARD

The Aggregation has formulated a Accomplishment Activity in band with the requirements of the Companies Act, 2013. The achievement appraisal of Absolute Admiral is done by the absolute Board of Admiral  (excluding the administrator actuality evaluated). On the base of the abode of achievement evaluation, it shall be bent whether to extend or abide the appellation of arrangement of the Absolute Directors.

The Board is evaluated on the base of the afterward attributes namely, allegorical strategy, adorning leaders, adjustment incentives, managing risks, acceptable the cast and enabling governance.

The accomplishment / agency to Non–Executive and Absolute Admiral shall be anchored as per the accoutrement absolute beneath Companies Act, 2013. The Non– Executive / Absolute Admiral may accept accomplishment by way of fees for accessory anniversary affair of Board or Committee thereof. Provided that the bulk of such fees shall not beat Rs. 1,00,000 (Rupees one lakh only) per affair of the Board or Committee or such bulk as may be assigned by the Central Government from time to time.

For Absolute Women Directors, the sitting fee paid is not beneath than the sitting fee payable to added Directors.  Commission may be paid aural the budgetary beam absolute accustomed by shareholders, accountable to the absolute not beyond 1% of the profits of the Aggregation computed as per the applicative accoutrement of the Act. An Absolute Administrator shall not be advantaged to any banal options of the Company.

Copy of the Nomination and Accomplishment activity is annexed as allotment of this Abode and is additionally uploaded on the website of the Company, <http://> www.atfoods.com/templates/home_tpl/pdf/ other_info/Nomination and Accomplishment Policy.pdf

27. TRAINING OF INDEPENDENT DIRECTORS

Every new Absolute Administrator of the Board attends an orientation. To accustom the new inductees with the strategy, operations, business and functions of your Company, the Chief Administering accomplish presentations to the inductees about the company’s strategy, operations and products.

The Aggregation additionally encourages and supports its Admiral to amend themselves with the rapidly alteration authoritative environment. Also, at the time of arrangement of absolute directors, the Aggregation issues a academic letter of arrangement anecdotic their roles, functions, duties and responsibilities as a Director. The arrangement belletrist issued to absolute admiral is uploaded on the website, <http://www.atfoods.com/templates/> home_tpl/pdf/other_info/terms_conditions_ appointment_independent_ directors.pdf.

28. AUDITORS

M/s. B S R & Associates LLP, Chartered Accountants, were recommended for arrangement as the Accustomed Auditors of the Aggregation to authority arrangement from the cessation of the 27th Anniversary General Affair to the cessation of the 32nd Anniversary General Meeting. In agreement of the aboriginal accident to Section 139 of the Companies Act, 2013, the Auditors’ arrangement has to be ratified at every Anniversary General Meeting. Accordingly, the arrangement of M/s. B S R & Associates LLP, Chartered Accountants, Firm’s Registration Number:116231W/W–100024 as the accustomed auditors of the Company, is placed for acceptance by the shareholders. The Aggregation has accustomed a affidavit from M/s. B S R & Associates, LLP to the aftereffect that they are not butterfingers from continuing to act as Auditors and would be in accordance with the accoutrement of Section 139 and 141 of the Companies Act, 2013 and Companies (Audit and Audit Rules), 2014. The Abode accustomed by the Auditors, M/s. B S R & Associates LLP., Chartered Accountants on the banking statements of the Aggregation is allotment of the Anniversary Report. There has been no qualification, catch or adverse acknowledgment or abnegation in their Report. During the year beneath review, the Auditors had not appear any amount beneath Section 143(12) of the Companies Act, 2013 and hence, no detail is adapted to be appear beneath Section 134(3)(ca) of the Companies Act, 2013.

29. SECRETARIAL AUDIT

M/s. Tumuluru & Co, Aggregation Secretaries, accept been appointed to conduct the Secretarial Audit of the Aggregation as adapted beneath the accoutrement of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Accomplishment of Authoritative Personnel) Rules, 2014 for the banking year 2015–16. Copy of the Secretarial Audit Abode in Anatomy MR–3 is accustomed as an Annexure to this Director’s Report. The Secretarial Audit Abode does not accommodate any accomplishment or adverse remarks.

30. SUBSIDIARY COMPANIES

Your subsidiary, Sundrop Foods India Private Limited has connected to accomplish the role of acceptable the amplification of administering and affectation of your products. At the end of FY’16 the cardinal of sales agents on the rolls of the Aggregation were 299.

In FY’16 your Aggregation commenced the assignment of accession of accessories for the bulb abreast Dhaka, Bangladesh, through its wholly endemic accessory Agro Tech Foods (Bangladesh) Pvt. Ltd. We are currently in the activity of gluttonous authoritative clearances column which we will be in a position to alpha assignment on the accumulation alternation and again arise production. This will accredit the Aggregation to body calibration in Bangladesh and account from the bread-and-butter advance of a adjoining arising market.

In FY’15 your Aggregation additionally started assignment on leveraging the wholly–owned accessory – Sundrop Foods Lanka (Private) Limited accustomed on 27th January, 2015. Limited accessories for the accessory has already been alien from India and in FY’17 we will be alive on establishing a bounded bulk bounded assembly archetypal which will accredit us to account from the advance of our adjoining countries and authorize our brands breadth we currently accept our attendance through export.

During the year, the Board of Admiral advised the diplomacy of the accessory Companies. The Aggregation has appear the audited circumscribed banking statements for the banking year 2015–16 and the aforementioned forms allotment of this Anniversary Report. This Anniversary Abode does not accommodate the banking statements of our subsidiaries. The statements highlighting the arbitrary of the banking achievement of the subsidiaries in the assigned architecture is annexed to this Report. The audited banking statements and accompanying advice of subsidiaries are accessible for analysis during business hours at our registered arrangement and will be provided to any actor on demand. The abstracted audited banking statements in account of anniversary accessory companies is additionally accessible on the website of your Company. <http://www.atfoods.com/> investor–relations/annual–reports.html

31. ANNUAL RETURN

An abstract of the Anniversary Acknowledgment in Anatomy MGT–9 as provided beneath Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014 able as on 31st March, 2016 is absorbed as an Annexure to this Directors’ Report.

32. GENERAL

Your Admiral accompaniment that no disclosures or advertisement are actuality fabricated in account of the afterward items as there were no applicative diplomacy or contest on these items during the year beneath review:

1. Capacity apropos to deposits covered beneath Chapter V of the Act.

2. Issue of disinterestedness shares with cogwheel rights as to dividend, voting or otherwise.

3. Issue of shares (including diaphoresis disinterestedness shares) to advisers of the Aggregation beneath any arrangement save and except beneath the ESOP arrangement referred to in this Report.

4. The Whole–time Administrator of the Aggregation does not accept any accomplishment or agency from any of its subsidiaries.

5. No cogent or actual orders were anesthetized by the Regulators or Courts or Tribunals which appulse the activity affair cachet and company’s operations in future.

6. No cases appear or filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

7. During the year, your Aggregation has not accustomed any accessible deposits beneath Chapter V of Companies Act, 2013. In agreement of the accoutrement of Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Rs. 0.32 Million (as on 30th April, 2016) of contributed / bearding assets will be transferred to Investor Education and Protection Fund afore  30th July, 2016.

33. APPRECIATION

The Board places on almanac their acknowledgment for the addition of its customers, employees, distributors, co–packers, suppliers and all added stakeholders appear achievement of the Aggregation during the year beneath review.

On Behalf of the Board

Sachin Gopal Lt. Gen. D.B. Singh

President & CEO Administrator

DIN 00239637

Dr. Pradip Ghosh Chaudhuri

Whole–time Administrator

DIN 02650577

Date: 26th April, 2016

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