To,

The Members,

The Directors have pleasure in presenting the 36^th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2018.

1. FINANCIAL RESULTS

The financial results for the year ended 31st March, 2018 are briefly given below:-

2. COMPANY’S AFFAIRS PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

Financial and Present Performance

During the year under review the Revenue from Operations of the Company was Rs. 4657.11 lakh as against Rs. 5194.23 lakh of the previous year. The Company has earned a profit of Rs. 73.09 lakh, after carrying depreciation, interest and tax as against the loss ofRs. 72.23 lakh of the previous year.

Industry Structure, Development, Opportunities and Outlook

The Company is mainly engaged in the food processing Industry which is showing remarkable growth. The Governments both Central and State are focusing on development of preservation of Agro Products and the main thrust is for processing of more and more agro cultivation.

The main revenue of the Company is from Products like Pickles and Ketchups. The said products are not the staple items in the Indian food habits and thus are low growth oriented.

The Company is diversifying their activities by coming out with some unique instant food items which are non seasonal in nature, which would contribute to the better performance.

Recently during the current yearthe Company has introduced few more unique food items i.e. Date and Tamarind Chutney, Delhi Chat, Green Chutney, Panipuri Chutney, Samosa Chutney, Tamarind Chutney, Bhel Puri Chutney and new advanced variety of ketchups i.e Pravin Tomato Ketchup, Pravin NONG Ketchup, Pravin Hot & Sweet Ketchup. The said products are highly qualitative and the Directors are confident that it would be well accepted in the market.

With the long standing in the food industry and having its own Research and Development department and the full fledged Laboratory and Quality Control force in place, your Directors are confident that the Company can develop further new food products.

3. TRANSFER TO RESERVES

Your Company has not proposed to transfer any amount to the General Reserve. An Amount of ^73,09,077 /-is proposed to be retained in the Statement of Profit and Loss Account.

4. DIVIDEND

To strengthen the long term Capital needs of the Company, the Directors do not recommend any Dividend on the Equity Shares of the Company for the Financial year ended 31** March 2018.

5. COMPOSITE SCHEME OF ARRANGEMENT OF AMALGAMATION AND DE-MERGER:

The Composite Scheme of Arrangement between Chordia Food Park and Properties Limited(De-merged Company) Pravin Foods Private Limited (Transferor Company) and Chordia Food Products Limited (Transferee Company) and their respective shareholders under Section 230 to 232 of Companies Act, 2013 was sanctioned by Hon’ble National Company Law Tribunal Mumbai Bench in the final hearing held on 27^th July, 2018. The Certified copy of order is awaited.

The said Composite Scheme become operative retrospectively with effect from 1*’ April, 2016. (The Appointed Date).

6. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to management discussion and analysis, describing the Company’s objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual Results might differ materially from those either expressed or implied.

7. DIRECTORS

In accordance with provisions of Section 152 of Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Bapu Gavhane [DIN: 00386217], retires by rotation at forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

Necessary resolution for appointment of Mr. Bapu Gavhane as Director, is recommended for your approval.

Mr. Vijaykumar Kankaliya, Dr. Ajit Mandlecha, Mrs. Zalak Shah are the Independent Directors of the Company and are not liable to retire by rotation.

Mr. Pradeep Chordia was appointed as the Managing Director of the Company for a period up to 30^,h September, 2019 and he is not liable to retire by rotation.

8. PUBLIC DEPOSITS

During the financial year 2017-2018, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

9. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose.

The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

10. LISTING FEES

The annual listing fee for the year 2017-2018 as well as for the year 2018-2019 have been paid to BSE Limited, where your Company’s shares are listed.

11. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

Company does not have any Holding Company, Subsidiary Company and Associate Company.

12. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure I to this Report.

13. NUMBER OF MEETINGS OF THE BOARD

During the year Five (5) Board Meetings were convened and held, including one separate Meeting of Independent Directors on 31*’ March, 2018. The details of the said Meetings held are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. DIRECTOR’S RESPONSIBILITY STATEMENT

Directors’ Responsibility Statement prepared pursuant to the provisions of Section 134(5) of the Companies Act, 2013, is furnished below as required under Section 134(3)(c).

Directors state that:-

a) In the preparation of the Annual Accounts for the year ended 31*’ March, 2018 the applicable Accounting Standards have been followed along with the proper explanation relating to material departures;

b) Accounting Policies as mentioned in Part-B to the Financial Accounts have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31*’ March, 2018 and of the Profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

15. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations under Section 149(7)of the Companies Act, 2013, that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act, 2013and Regulation 16(1)(b)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. AU DITORS AN D AU DITORS’ REPORT

a) Internal Auditor

The Internal Auditor, ShashankAmin, CharteredAccountants, Pune have conducted internal audits periodically and submitted their reports to the Audit Committee. Their Reports have been reviewed by the Statutory Auditors and the Audit Committee.

b) Statutory Auditor:

At the Company’s 35®’ Annual General Meeting (AGM) held on 27^th September, 2017 M/s Bharat Shah, Chartered Accountants were appointed as the Company’s Statutory Auditor from the conclusion of the 35^th Annual General Meeting till the conclusion of 40^th Annual General Meeting to be held in the year 2022 subject to ratification of appointment in every Annual General Meeting.

Meanwhile with reference to the notification No. S. O 1833 (E) dated 7^th May, 2018 the provision for Ratification of Appointment of Statutory Auditors at every Annual General Meeting was dispensed with.

Accordingly in terms of section 139(1) of the Companies Act, 2013, the necessary Resolution for ratification of their appointment as the Statutory Auditors to hold office from the conclusion of forthcoming Annual General Meeting till the conclusion of their term of Appointment i.e up to the Annual General meeting to be held in the year 2022 is placed for your approval.

The Auditors Report to the Shareholders for the year under review does not contain any qualification.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in Board’s Report.

c) Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Shekhar Ghatpande & Co., Practicing Company Secretaries having Membership No FCS: 1659 CP:782 to conduct the Secretarial Audit of your Company for the Financial Year 2017-2018. The Secretarial Audit Report is annexed herewith as Annexure - II to this Report. The Secretarial Audit Report does not contain any major qualification, reservation or adverse remark.

d) Cost Audit:

For the Financial Year under Report the appointment of Cost Auditor and obtaining of their Report was not applicable to the Company.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Details of Loan, Guarantee and Investment under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 are as follows:

a) The Company has not advanced any amount in the nature of Loan to any other entity, however earlier the Company has paid an advance towards the purchase of Cold Storage to Chordia Food Park & Properties Ltd., the undertaking of which has since been de-merged & amalgamated with the Company.

b) There are no Guarantees issued by Company in accordance with Section 186 of the Companies Act, 2013 read with Rules issued there under.

c) Details of Investments In Equity Shares made by the Company as on 31** March, 2018 (Including Investments made In the previous years) In quoted and unquoted Shares are as under: -

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION

(1) OF SECTION 188 OF THE COMPANIES ACT, 2013

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014, the Particulars of contracts of Arrangements entered into by the Company with Related Parties have been done at Arm’s Length and are in the ordinary course of business and such the Provisions of Section 188 of the Companies Act, 2013 are not applicable for such transactions.

The Particulars of the transactions so entered in to with Related Parties have been provided in Form No. AOC -2 attached herewith as Annexure III.

As an abundant precaution the approval of Shareholders under Section 188 of the Companies Act, 2013 has also been recommended for your approval for the Financial Years 2019-2020 onwards.

19. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT AND SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

As reported earlier the Company has received an Order on 27^th July, 2018 from Hon’ble National Company Law Tribunal Mumbai Bench on Scheme of Arrangement between Chordia Food Park and Properties Limited(De-merged Company) Pravin Foods Private Limited (Transferor Company) and Chordia Food Products Limited (Transferee Company) and their respective shareholders under Section 230 to 232 of Companies Act, 2013. Under the said Scheme of Arrangement the entire business of Pravin Foods Private Limited and Undertaking relating to food business of Chordia Food Park and Properties Limited vest with the Company. The said Composite Scheme become operative retrospectively with effect from 1*¹ April, 2016. (The Appointed Date) and the Directors are confident that with this Arrangement the revenue and profitability of the Company would improve.

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

A. Conservation of Energy and Technology Absorption:

a) The Company’s operations involve very low energy consumption. Wherever possible energy conservation measures have been implemented and there are no further areas where energy conservation measures can be taken. However, efforts to conserve and optimize the use of Energy through improved Operational methods and other means will continue.

b) The Company has no collaborations and is engaged in the manufacture of the products by its own developed methods/operations. The Company has setup a Research and Development Centre whose emphasis is on product development, product quality, Cost reduction, energy conservation and improvement in process productivity. The Company has also setup Laboratory and Quality Control Department to ensure the quality of different products manufactured.

21. RISK MANAGEMENT POLICY

At present the Company has not formulated any Policy for Risk Management, however during the course of business the Management looks after and study the Business Risks involved.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 in respect of CSR activities are not applicable to the Company. The Company voluntarily also has not undertaken any CSR activity.

23. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Rules there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other statutory committees. Performance valuation has been carried out as per the Nomination and Remuneration Policy.

24. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

25. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors appointed/ceased during the Year

There has been no change in Director/ Key Managerial personnel since last Annual Report.

26. COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.

27. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration which attracts the disclosure of Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

28. CASHFLOW

ACash Flow Statement for the year ended 31** March, 2018 is attached to the Financial Statement.

29. CORPORATE GOVERNANCE

Pursuant to Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 report on the Corporate Governance is not applicable to the Company. However as a good Corporate Governance practice the Company furnishes the report on the Corporate Governance along with the certificate of compliance from Auditors, forms part of the Annual Report.

In compliance with requirement of disclosure as per the provisions of Section II of Schedule V of Companies Act, 2013 the Directors state that no additional remuneration other than mentioned under Extract of Annual Return i.e. MGT 9 has been paid to the working Directors of the Company. They have also not been paid in any other benefits.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year under review, there were no cases filed pursuant to the aforesaid Act.

31. DEMATERIALISATION OF EQUITY SHARES

As per SEBI Circular No SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20^th April, 2018 the Shareholders holding Shares in Physical Form are require to submit their copies of PAN Card and Bank Account Details. Hence the Circular as directed by SEBI requesting you to furnish your details and pro-forma for furnising the same is given separately.

You are requested to complete the same and forward to the Registrar & Transfer Agents - Satellite Corporate Services Private Limited at the earliest. Please note that no transfer of shares in Physical form is allowed after 5^th December, 2018.

32. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the continued support from the Company’s Bankers viz. Corporation Bank, valued Customers, Distributors, Suppliers of the Company.

The Directors are also thankful to the officials of the Government of India, State Governments, Local Authorities for their continued help and timely assistance extended to the Company.

By Order of the Board of Directors

For Chordia Food Products Limited

Hukmichand S. Chordia

Place: - Pune Chairman

Date: 13^th August, 2018 [DIN: 00389587]