Dear Shareholders,

Your Directors have pleasure in presenting the Twenty First Annual Report together with
the Audited Financial Statement for the year ended 31st March 2011.


FINANCIAL RESULTS 

The performance of the Company for the financial year ended 31st March 2011
is summarized below: 


  

    

    

    
(Rs. in Lakhs)
  
  

    
Particulars
    
2010-11
    
2009-10
  
  

    
Net sales/Income from operation
    
11,177.98
    
10,289.22
  
  

    
Other Income
    
432.24
    
654.87
  
  

    
Total Income
    
11,610.22
    
10,944.09
  
  

    
Add: Increase/ (Decrease) in Stock in trade
    
289.99
    
(309.90)
  
  

    

    
11,900.21
    
10,634.19
  
  

    
Less: Total expenditure
    

    

  
  

    
Manufacturing & Other Expenses
    
9,286.27
    
8,072.40
  
  

    
Depreciation
    
450.25
    
418.65
  
  

    
Financial Expenses
    
163.01
    
181.06
  
  

    
Profit (+)/Loss (-) before tax
    
2,000.68
    
1,962.08
  
  

    
Provision for taxation
    
359.89
    
352.51
  
  

    
Deferred tax Assets / (Liabilities)
    
139.97
    
(44.23)
  
  

    
Net Profit (+) / Loss (-)
    
1,780.76
    
1,565.34
  
  

    
Prior Period Expenses/ Tax (Net off)
    
1.17
    
2.15
  
  

    
Net Profit(+) / Loss(-)
    
1,779.59
    
1,563.19
  
  

    
Balance brought forward
    
3,410.65
    
2,276.59
  
  

    
Dividend declared/ paid
    
300.00
    
300.00
  
  

    
Tax on dividend
    
49.83
    
50.97
  
  

    
Transfer to General Reserve
    
90.97
    
78.16
  
  

    
Balance Carried to the Balance Sheet
    
4,749.44
    
3,410.65
  
  

    
EPS (Basic)
    
8.90
    
8.33
  
  

    
EPS (Diluted)
    
8.90
    
8.33
  



FINANCIAL PERFORMANCE 

During the year under review, your Company has recorded a turnover of Rs. 111.78 Crore
as against Rs. 102.89 Crore in the previous year. The Net profit (after tax and extra
ordinary items) for the financial year ended 31st March 2011 increased to Rs.
17.79 Crore from Rs. 15.63 Crore in the previous year representing an increase of 13.82%
profit after tax. 


DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 1.50/- per share (i.e. @ 15%)
for the year ended 31st March 2011. The dividend payout, if approved,
will result in outflow of Rs. 349.83 Lakhs inclusive of Rs. 49.83 Lakhs on account of
Dividend Distribution Tax.


BUSINESS DEVELOPMENT 

During the year your Company has completed expansion of its Nadiad Factory including
significant increase in its cold storage facility. 

During the previous year your Company introduced a wide range of ready to eat products
and pickles under the brand ‘ADF SOUL’ in Mumbai and Pune. The same has met with
an encouraging response especially pickles in virgin olive oil. The Company is gearing up
to market the products under the brand ‘ADF SOUL’ throughout India. 

During the year your Company has completed the acquisition of Elena’s Food
Specialties, Inc., a US based manufacturer and marketer of organic and natural food
products. Your Company acquired all substantial assets and certain liabilities of
Elena’s including its intellectual property rights through its international
subsidiaries. The integration of Company’s new acquisition is going as planned. The
Management has taken initiatives to bring down the losses since the acquisition and has
taken various measures to cut expenses and ensure better sourcing of Raw Materials and
Packing Materials. The Company will also be launching some new products in the Mexican
Food Category under the PJ’s Organics Brand and has also decided to launch in June
some protein based Ethnic Indian Foods under its brand name ‘ADF SOUL’ in US
markets. 


TECHNOLOGY AND QUALITY 

Your Company is committed to deliver highest quality of products by continuous
improvement in terms of product quality and achieving customer satisfaction and delight.
Your Company has already obtained various quality certifications such as the
Internationally recognized BRC (British Retail Consortium) Global Standard – Foods,
ISO 22000/ HACCP & ISO 9001:2000 certifications for its plants located at Nadiad,
Gujarat and Nashik, Maharashtra.


DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with
respect to Director’s Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st
March 2011, the applicable accounting standards have been followed along with proper
explanation relating to material departures;

(ii) that 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 as at the end of the
financial year and of the profit of the Company for the year under review;

(iii) that 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 fraud and
other irregularities; and 

(iv) that the Directors have prepared the accounts for the financial year ended 31st
March 2011 on a ‘going concern’ basis.


LISTING OF SHARES

The Company received approval from the National Stock Exchange of India Limited (NSE)
for trading of shares with effect from 15th September, 2010. Thus
Company’s shares are actively traded on Bombay Stock Exchange Limited (BSE) and
National Stock Exchange of India Limited (NSE).


CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement with the
Stock Exchanges, a separate report on Corporate Governance along with Auditors’
certificate on its compliance has been provided elsewhere in this Annual Report.

Report on Management Discussion and Analysis is provided in separate section and
forming part of this Annual Report.


DIRECTORS

The Company has 10 Directors out of which 6 are Non- Executive Independent Directors
and 4 are Executive Promoter Directors. 

In accordance with the provisions of the Companies Act, 1956 and the Articles of
Association of the Company, Mr. Bhavesh R. Thakkar, Mr. Ravinder Kumar Jain and Mr.
Yasir Varawala, Directors of the Company retire by rotation at the ensuing Annual General
Meeting and being eligible have offered themselves for re-appointment. 

The brief particulars of all the Directors, for which approval of Members for their
re-appointment is sought, have been provided in the Notice of the Twenty First Annual
General Meeting pursuant to the Clause 49 of the Listing Agreement relating to Corporate
Governance.

Mr. D.E. Udwadia resigned from the Board Of Directors w.e.f. 21st October,
2010. The Board has placed on record its deep appreciation of Mr. Udwadia’s immense
contribution and valuable services during his long association with the Company and
acknowledged Mr. Udwadia’s outstanding experience and expertise. 


AUDITORS AND THEIR REPORT

M/s. V.P. Thacker & Co., Chartered Accountants, Mumbai were appointed as the
Statutory Auditors jointly with M/s. D.P. Ghevaria & Co., Chartered Accountants
by the Members at the last Annual General Meeting held on 28th July, 2010.

M/s. V.P. Thacker & Co., had tendered their resignation w.e.f. 09th
October, 2010 and had expressed their inability to continue as Statutory Auditors of the
Company. In view of this resignation, other joint Auditor M/s. D.P. Ghevaria & Co.
continues as the sole Auditor till the ensuing Annual General Meeting. 

For the financial year 2011-12, it is proposed to appoint M/s. B S R & Co.,
Chartered Accountants, Mumbai as Statutory Auditors alongwith M/s. D. P. Ghevaria &
Co. A written certificate has been obtained from both M/s. B S R & Co. and M/s.
D.P. Ghevaria & Co., to the effect that the said appointment, if made will be in
accordance with regulations as specified under Section 224 (1B) of the Companies Act,
1956. The matter as such is being placed before the Members to consider appointment of
M/s. B S R & Co., Chartered Accountants as Statutory Auditors jointly with M/s. D. P.
Ghevaria & Co., Chartered Accountants to hold office from conclusion of the ensuing
Annual General Meeting till the conclusion of next Annual General Meeting. 

There are no qualifications contained, in the Auditors Report and therefore there are
no further explanations to be provided for in this report.


ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information required under Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988
is appended hereto and forms part of this report.


PARTICULARS OF EMPLOYEES 

There are no employees drawing remuneration exceeding the monetory ceiling of Rs. 60
Lakhs or more per annum or Rs. 5 Lakhs or more per month, if employed for a part of the
year prescribed under Section 217 (2A) of the Companies Act, 1956 and the Rules made
thereunder.


SUBSIDIARY COMPANY 

At the beginning of the year the Company had four subsidiaries namely ADF Foods UK Ltd,
ADF Foods (Mauritius) Ltd., Power Brands (Foods) Pvt. Ltd. and ADF Foods (India) Ltd. 

On 22nd September, 2010, your Company had set up two step down subsidiaries
in U.S.A. viz. ADF Holdings (USA) Ltd. and ADF Foods (USA) Ltd. 

Ministry Of Corporate Affairs vide its General Circular No.2/2011 dated 08.02.2011 has
directed that provisions of Section 212(1) i.e. attaching the Annual Accounts of all the
subsidiaries, shall not apply in relation to subsidiaries of those companies on
fulfillment of certain conditions. Your Company has fulfilled the conditions including
obtaining of the consent of the Board Of Directors of the Company for not attaching the
Annual Accounts of the subsidiaries. The Company will make available the Annual Accounts
of the subsidiaries and the related detailed information to any Member of the Company who
may be interested in obtaining the same. The Annual Accounts of the subsidiary companies
shall also be kept for inspection by any Members in the head office of the holding company
and of the subsidiaries concerned. Further as required under Listing Agreement with the
Stock Exchanges, a consolidated financial statement of the Company and all its
subsidiaries is attached. We believe that the consolidated accounts present a full and
fair picture of the state of affairs and the financial conditions and are globally
accepted. 

Further as required, the brief financial data of the subsidiaries has been furnished
under the head " Statement pursuant to Section 212(8) of the Companies Act,
1956’’, related to subsidiary companies forming part of the Annual Report. 


CONSOLIDATED ACCOUNTS

In compliance with Clause 32 of the Listing Agreement with the Stock Exchanges and in
accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute
of Chartered Accountants of India, the Consolidated Accounts of the Company and its
subsidiaries are annexed to this Report.


DEPOSIT

Your Company has not accepted any deposit within the meaning of Section 58A of the
Companies Act, 1956 during the financial year 2010-11.


EMPLOYEE RELATIONS

The Employee relations continue to be cordial at all the divisions of the Company. Your
Directors place on record their deep appreciation for exemplary contribution of the
employees at all levels. Their dedicated efforts and enthusiasm have been integral to your
Company’s impressive growth. 


ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation of the excellent support and
co-operation extended by the Company’s shareholders, customers, bankers, suppliers
and all other stakeholders. 


  

    

    
For and on Behalf of the Board of Directors
  
  

    

    
Ramesh H Thakkar
  
  

    

    
Chairman
  
  

    
Registered Office:
    

  
  

    
83/86, G.I.D.C. Industrial Estate, Nadiad- 387 001, Gujarat.
    

  
  

    
Mumbai, date 16th June, 2011
    

  



ANNEXURE TO DIRECTORS’ REPORT

ANNEXURE I

Information under section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming
part of the Directors’ Report for the year ended 31st March, 2011

A. Conservation of Energy

The Company has been continuously attempting to create a conscious awareness against
excessive consumption and wastage at all levels. The Company is taking all possible steps
to conserve energy. Maximum efforts for this purpose will continue.


FORM A

Form for disclosure of particulars with respect to Conservation of Energy


(A) Power and Fuel Consumption :-


  

    

    
2010-11
    
2009-10
  
  

    
1 Electricity
    

    

  
  

    
a. Purchased Units (KWH)
    
2,570,095
    
2,696,872
  
  

    
Total Amount (Rs.)
    
15,279,907
    
16,076,351
  
  

    
Average Rate/Unit (Rs.)
    
5.95
    
5.96
  
  

    
b. Own Generation
    

    

  
  

    
i. Through Diesel Generator
    
N.A.
    
N.A.
  
  

    
Units (KWH)
    

    

  
  

    
Units/Lt.of Diesel
    

    

  
  

    
Cost/Unit (Rs.)
    

    

  
  

    
ii. Through Steam Turbine/Generator
    
N.A.
    
N.A.
  
  

    
2 Agro waste & Fire Wood:
    

    

  
  

    
Quantity (kgs)
    
876,125
    
1,146,930
  
  

    
Total Amount (Rs.)
    
3,380,462
    
3,716,061
  
  

    
Average Rate/KL (Rs.)
    
3.86
    
3.24
  
  

    
3 Fuel Furnace Oil + Light Diesel
    

    

  
  

    
Quantity (K.L.)
    
308,851
    
347,965
  
  

    
Total Amount (Rs.)
    
9,937,501
    
9,571,124
  
  

    
Average Rate/KL (Rs.)
    
32.18
    
27.51
  
  

    
4 Others/internal Generation
    
N.A.
    
N.A.
  



(B) Consumption per unit of production:


  

    
Products (with details) Unit , Electricity, Furnace oil, Agro waste, Coal (specify
    quantity)
    
Since the Company manufactures several items viz. Pickles, chutneys, Pastes and other
    food stuffs, having regard to other books maintained by the Company, it is impracticable
    to apportion the utilities.
  



B. Technology Absorption, Reaserch and Development (R&D)

FORM B

Form for disclosure of particulars with respect to absorption


Research and Development ( R & D)

1. Specific areas in which R&D carried out by the Company

- Development of new recipes.

- Development of new products.

- Improvement in quality.

- Better packaging.

- Standardisation in packaging.

2. Benefits derived as a result of the above R&D. 

Benefits comprise of improved customer satisfaction, introduction of new brands,
introduction of new products, meeting world class quality norms, enhancement of exports,
reduced costs on packing.

3. The Company will continue its efforts to develop new products, new recipes, reduce
costs, improve technology and produce quality products.


4. Expenditure on R&D


  

    

    

    
(In Rs.)
  
  

    

    
2010-11
    
2009-10
  
  

    
(a) Capital
    
330,253
    
90,415
  
  

    
(b) Recurring
    
789,370
    
573,257
  
  

    
(c) Total
    
1,119,623
    
663,672
  
  

    
(d) Total R&D expenditure as a percentage of total turnover
    
0.1002%
    
0.0645%
  



Technology Absorption. Adaptation and Innovation

1. Efforts, in brief, made towards technology absorption, adaptation and innovation: 

The Company upgraded its technology at Nadiad to world class standards. At Nasik, the
Company has improved state of the art machinery for manufacture of spices and masalas.

2. Benefits derived as a result of the above efforts:

Satisfaction of customer needs, improvement in product quality, new product
development.


C. Foreign Exchange Earnings and outgo:

1. The Company has maintained its focus on development of exports both in the ethnic
and mainstream markets. The Company’s products under the brand name
‘ASHOKA’ & ‘AEROPLANE’ are very popular in the U.S.A., U.K.,
Canada and Australia. While ‘CAMEL’ is popular in the Middle East. The Company
will continue to make exports a thrust area.

2. Total Foreign Exchange used and earned:


  

    

    

    
(Rs. in lacs)
  
  

    

    
2010-11
    
2009-10
  
  

    
Total Foreign Exchange Earned
    
9,789.66
    
8,741.34
  
  

    
Total Foreign Exchange Used
    
860.33
    
1,139.90
  


 


  

    
For and on behalf of the Board of Directors 
    

  
  

    
RAMESH H. THAKKAR
    
BIMAL R. THAKKAR
  
  

    
Chairman
    
Managing Director
  
  

    
Registered office : 83/86, G.I.D.C. Industrial Estate, Nadiad-387 001, Gujarat
    

  
  

    
Date, 16th June, 2011