AFFLUENCE

BOARD REPORT
Dear Members,

Your Directors have pleasure in presenting this 22ndAnnual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2017. 

1. Financial Summary or performance of the company: 

1A. Standalone Financial Summary or performance of the company: (In Lacs)

1B. Consolidated Financial Summary or performance of the company: (In Lacs)

2. Operations 

The Company has reported total income of 58,430.84 Lacsfor the current year as compared to 56,552.91 Lacs in the previous year. The Net Profit for the year under review amounted to 2452.40Lacsas compared to 3872.20 Lacs in the previous year. Though the income of the Company increased the net profit got reduced because there was an increase in the price of the major raw materials like Meda, Sugar and Vanaspati. 

3. Transfer to reserves 

The Company has not transferred any amount to reserves.

4. Dividend

Your Company in the month of February, 2017 declared an Interim Dividend of Re. 1 per equity share of face value of INR 10 each amounting to Rs. 2,86,33,811 for the current Financial Year 2016-2017to the shareholders, who were on the register of members of the Company as on the closing hours of business on 28thFebruary, 2017, being the record date fixed by the Board of Directors for this purpose. The dividend distribution tax wasRs. 58,29,169, therefore the total outflow of the Company amounted toRs. 3,44,62,980. The Board of Directors recommend this interim dividend paid as the final dividend for the Financial Year 2016-2017. 

To use the financial resources for the future growth of the company, your directors do not recommended any other dividend for financial period 2016-17. 

5. Material Changes between the date of the Board report and end of financial year. 

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

6. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future 

7. Subsidiary Company/Joint Venture/Associate Company. 

At the close of financial year 2016-17, the company has two subsidiary companies i.e.

 i. Bakebest Foods Private Limited

ii. Mrs. Bectors English Oven Limited 

At the close of financial year 2016-17, the companyalso has one associate company i.e. Cremica Agro Foods Limited 

As required under the provisions of section 129(3) read with Companies (Accounts) Rules, 2014, a consolidated financial statement of the company and its subsidiary has been prepared and attached to the standalone financial statement of the company. The consolidated financial statement has been prepared in accordance with the relevant accounting standards. 

A separate statement containing the salient features of the financial statement of subsidiary for the financial year 2016-17, in form AOC-1, (Annexure- D) has been attached along with the financial statement of the company. A copy of separate audited financial statements in respect of the subsidiary shall be provided upon request by a shareholder. 

8. Statutory Auditor and Audit Report: 

M/s B S R and Co, LLP Chartered Accountants, (Firm Registration No.101248W/W-100022) were appointed by the shareholders at the 20th Annual General Meeting as Statutory Auditors of the Company to hold office for the period of four years from Financial year 2015 to 2019 i.e. (from conclusion of this (20th Annual General Meeting) till (24th Annual General meeting) subject to ratification by shareholders at each Annual General Meeting. The resolution is therefore placed at this annual general meeting to ratify their appointment. The Company hasreceived a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed.

There are no qualifications or observations or remarks made by the Auditors in their Report.

 9. Change in the nature of business: 

As required to be reported pursuant to Section 134(3)(q) read with Rule 8(5) (ii) of Companies (Accounts) Rules, 2014, There is no change in the nature of business carried on by company during the financial year 2016-17.

10. Details of directors and key managerial personnel; 

1. Mr. Anoop Bector is the Managing Director and the key Managerial personnel of the Company. 

2. Mr. Parveen Kumar Goel is the Chief Financial officer and Executive Director of the Company. 

3. Mr. Ishaan Bector is the Whole-time Director of the Company. 

4. Mr. Nem Chand Jain (DIN 02894923)wasappointed as Independent directors of the Company in compliance with provision of sub section 4 of the Companies Act 2013 read with rule 4 of the Companies (Appointment and Qualification of directors) Rules 2014.

5. Mrs. Archana Bhargava (DIN02505308) has resigned from directorship with effect from 15.11.2016. 

6. Mr. Subhash Agarwal (DIN 02782473) was appointed as Additional directors w.e.f. 10.02.2017 to fill the casual vacancy created due to resignation of Mrs. Archana Bhargava. 

7. Mr. Ankur Gauba (ACS-29405), Company secretary and Key Managerial personnel of the company has resigned with effect from 10.07.2016 and in his place, Mr. AtulSud (ACS-28172) has been appointed as Company secretary and Key Managerial personnel of the company with effect from 13.08.2016. 

8. Mr. Dharamvir Bector (Din no. 00108654) and Mrs. RajniBector (Din no. 00108730)are Directors of the Company. 

9. Mr. Anoop Bector and Mr. Ishaan Bector (Directors who have been longest in office since their last appointment) shall retire by rotation at Annual General Meeting of the Company pursuant to the provisions of Articles of Association of the company, and being eligible, offers himself for re-appointment. 

10. Mr. TarunKhanna and Mr. Rahul Goswami are the Nominee Directors of the Company.

11. Deposits: (In Rupees)

12. Conservation of energy, technology absorption, foreign exchange earnings and outgo: 

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is attached herewith as Annexure -A

13. Corporate Social Responsibility:

The Board of directors constituted has already constituted Corporate Social Responsibility Committee pursuant to sub section 135 of the Companies Act 2013, in its meeting held on 19th March 2015 consisting of Mr. AnoopBector (Managing Director) Mr. DharamvirBector (Non- ExecutiveDirector) and Mrs. ArchanaBhargava (Independent Director). Due to resignation of Mrs. ArchanaBhargava on 15.11.2017, Mrs. Nem Chand Jain has been appointed as member in the committee in her place. The Committee met four times during the year i.e., on 25.04.2016, 14.07.2016, 15.11.2016 and 07.03.2017 and recommended to the board a list of activities relating to cleanliness, Education and promoting health care, poverty and malnutrition which has been stipulated in schedule VII of the Companies Act 2013 and to spend at least two percent of the average net profits of the Company made during the three immediately preceding financial years.

 AVERAGE NET PROFIT OF THE COMPANY FOR LAST THREE FINANCIAL YEARS.

 Average Net Profit of the Company for last three financial yearsRs.43,40,42,050 (Rupees Forty ThreeCroreForty Lakhs Forty Two thousand Fifty only) calculated according to provisions of section 198 of the Companies Act 2013

PRESCRIBED CSR EXPENDITURE (TWO PER CENT OF THE AMOUNT AS IN ITEM 3 ABOVE) 

Prescribed CSR Expenditure is Rs.86,80,841/-(Rupees Eighty Six Lakhs Fifty EightyThousand Eight HundredForty One Only). 

DETAILS OF CSR SPENT DURING THE FINANCIAL YEAR. 

During the year under review, the company has spent Rs. 21.84 Lakhs on the beautification of the chowk in front of RakhBagh. The total amount as spent by the Company on the said project till 01.08.2017 is 34.94 Lakh and another 10.06 lakhs will be spent in the Coming days. The total cost of the project of beautification of the chowk is about 45 Lakhs. The remaining amount has been spent on the chowk in the current financial year. The Company was not able to spend the full amount of two percent of the average net profit of the last three financial years as recommended under the CSR Rule.CSR Committee met 4 times during the period under review and made a policy to provide scholarship to poor students and for the eradication of poverty for eligible persons. Howeverthe company could not implement the policy due to non-availability of implementing agency, the company is in a better position now to implement its CSR policy effectively. However, the Company is already paying all its taxes on time whereby it is contributing to the society. 

 14. Number of meeting of the Board: 

During the year 2016-17, the Board of Directors met Seven times on 25th April 2016; 17thJune 2016; 14th July 2016; 23rd September 2016, 28thNovember 2016, 20thFebruary, 2017 and 28th February, 2017. 

 15. Directors' Responsibility Statement: 

Pursuant to the requirement under section 134(3)(C)of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that: 

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had 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 as at March 31, 2017 and of the profit and loss of the company for that period; 

(iii) the directors had taken proper and sufficient care for the 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; 

(iv) the directors had prepared the annual accounts on a going concern basis; and 

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

16. Declaration by Independent Directors 

The Independent directors furnished a declaration that they meet the criteria of Independence as provided in sub section 6 of the section 149 of the Companies Act 2013 at Board meeting held on 31st day of March 2017. 

17. Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178;

The Board of directors has constituted Nomination and Remuneration Committee of the Board consisting of Mrs. ArchanaBhargava (Independent Director)- Chairman, Mr. Nem Chand Jain (Independent Director) and Mr. TarunKhanna(Nominee Director)- Members, in terms of 178 of the Companies Act 2013 read with rule 6 of the Companies (Meeting of Board and its Power) Rules 2014. After the resignation of Mrs. ArchanaBhargava on 15.11.2016 the committee has been reconstituted, Mr. Nem Chand Jain (Independent Director) has been made the Chairman, Mr. TarunKhanna (Nominee Director) and Mr. SubhashAgarwal (Additional Independent Director) are the Members of the Committee. The Committee does directors Performance evaluation.

The Company considers human resources as its invaluable assets. Policy on nomination and remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonise the aspirations of human resources consistent with the goals of the Company.Objective and purpose of the policy

The objectives and purpose of this policy are:

a. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive and Non-Executive) and recommend to the Board policies relating to the remuneration of the Directors, Key Managerial Personnel and other employees;

b. To formulate the criteria for evaluation of performance of all the Directors on the Board;

c. To devise a policy on Board diversity; and

d. To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company's Goals. 

A Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, and independence of a director recommended by the Nomination and Remuneration Committee of the Board and approved by the Board of directors attached herewith as Annexure -C. 

18. Particulars of Employee: 

There is only one employees of the Company who have received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 

19 .Extract of the annual return in form MGT-9:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 is attached with this report as Annexure -G 

20. Secretarial Audit Report:

M/s. Anuj Bansal and Associates, Company Secretaries Jalandhar has been appointed to conduct Secretarial Audit of the Company pursuant to section 204 of the Companies Act 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. A report submitted by them attached herewith as Annexure -F.There was no qualification, reservation or adverse remarkin the Report of the Secretarial Auditor. 

21. Related Party Transactions:

Details of related party transactions in Form AOC-2 pursuant to section 134 of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules 2014 attachedherewith as Annexure -E. Further the Complete set of related party transactions are also mentioned in the Note No. 32 of the Notes to Financial Statements. 

22. Share Capital and provision of money by Company for purchase of its own shares by trustees or employees for the benefit of employees: 

Your Company has not issued any equity shares with differential rights, sweat shares, employee stock options and made any provision of money for purchase of its own shares by trustees or employees for the benefit of employees. 

23. Audit Committee and Vigil Mechanism

As required under Section 177 of the Companies Act, 2013 and rule 6 of the Companies (Meeting of Board and its Powers) Rules 2014, the Board of Directors have already constituted Audit committee, consisting of Mr. Nem Chand Jain, Independent Director as Chairman, Mr. Tarun Khanna, Nominee Director as Member and Mr. Subhash Agarwal, Additional Independent Director as Member. During the year 2016-2017 Mrs. Archana Bhargava, Independent Director acted as Chairman, and Mr. Nem Chand Jain, Independent Director as members. Because of the Resignation received from Mrs. Archana Bhargava, the vacancy so caused was filled up with the appointment of Mr. Subhash Agarwal, Additional Independent Director as member of Audit Committee on 10.02.2017 and Mr. Nem Chand Jain, Independent Director was made as the Chairman of the Audit Committee. Mr. Ankur Gauba who was the secretary of the Committee has resigned and his resignation has been accepted by Board w.e.f. 10th July, 2016. To fill the vacancy, the Board in its meeting held on 14th August, 2016 has appointed Mr. AtulSud as Company Secretary cum Compliance Officer w.e.f. 13th August, 2016. The committee held five meetings during the year under review. 

The Board of directors established a vigil mechanism to redress the genuine concerns/grievances of the employee and directors of the Company. Mr. Jogindersingh, Factory Manager has been designated to hear the grievances of the employees and directors of the Company; however offences of serious nature may be brought to the attention of the Chairman of the Audit Committee of the Company who shall after hearing the concerned person award appropriate punishment to the offender. 

24. Risk Management Policy

The Company has a Risk Management Policy with an objective to formalize the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Management Policy is a step taken by the Company towards strengthening the existing controls. The Business of the Company solely depends upon the agricultural produce which is highly seasonal and this is a major element of risk which may threaten the existence of the Company.

25. Disclosure regarding Issue of Equity Shares with Differential Rights

The company under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any equity shares with differential rights.

26. Disclosure regarding issue of Sweat Equity Shares

The company under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity shares.

27. Disclosure regarding issue of Employee Stock Options

There is no issue of employee stock option during the year.

The Board of directors, shall, inter alia, disclose in the Directors' Report for the year, the details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

Notes: -

1. Details of options granted during the fiscal Year 2012 to 2017

 28. Voluntary Revision of Financial Statements or Board's Report 

The Company is complying with the provisions of Section 129 or 134 of Companies Act, 2013, so there was no voluntary revision done by the company during financial year 2016-17. 

29. Statement in Respect of Adequacy of Internal Financial Control with Referenceto the Financial Statements 

Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, and ICAI guidance note on adequacy on internal financial controls with reference to financial statements - it is stated that there is adequate internal control system in the Company. The Company has an effective and reliable internalcontrol system commensurate with the size of itsoperations. The internal control system provides forwell-documented policies and procedures that arealigned with global standards and processes.

30. Receipt of any commission by MD / WTD from a Company or for receipt of commission / remuneration from it Holding or subsidiary

The Company has not paid any Commission to the Directors of the Company for the Financial Year 2016-17 from it Holding or subsidiary. 

32. Statement Indicating the Manner in which Formal Annual Evaluation has been made by the Board of its own Performance, its Directors, and that of its Committees 

In line with the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of the Board as a whole, its Committees, the Chairman and the Directors. A structured questionnaire was circulated to the Board Members in this connection. The feedback from the Directors was summarized and ideas for further improving effectiveness of the Board processes, etc. were discussed. 

33. Fraud Reporting

There was no fraud committed by company during the year. 

34. Particulars of Loan, Guarantees and Investments (LGSI) under Section 186. 

The Company has not given any loans, or made any investments, or provided any guarantees, or
security as specified under section 185 and 186 of the Act. 

35. Internal Auditors and Internal financial control 

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, theprevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. 

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed Grand Thornton India LLP, Gurgaon, India as Internal Auditors for financial year 2017-18 to conduct internal audit and internal financial controls audit for the financial year 2017-2018. 

The Company has an Internal Audit Department to test the adequacy and effectiveness of Internal Control Systems laid down by the management and to suggest improvement in the systems. Internal Audit Reports are discussed with the management and are reviewed by the Audit Committee of the Board.During the year, Company's Internal Controls were tested by M/s. Grand Thornton India LLP, Gurgaon, India, the Internal Auditors of the Company for the financial year 2016-17, who not onlyconducted internal audit but also conducted internal financial controls audit and no reportable weakness in the system was observed. 

36. Cost Auditors

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, appointment of Cost Auditor is not applicable to our company.

37. Remuneration Policy

The Remuneration Policy of the Company is prepared by board is fair and according to the provisions of Companies Act, 2013.

38. Statutory Disclosures.

In terms of the provisions of Section 134 of the Companies Act, 2013, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of Section 219 (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

39. Acknowledgments:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to all associates for their valuable support and look forward to their continued co-operation in the years to come. Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management. 

For and on behalf of the Board of Directors
For Mrs. Bector's Food Specialties Limited

 Dharamvir Bector
 Chairman
(DIN: 00108654)

Place: Phillaur
Date: 05.09.2017
ADDRESS: C-13, SARABHA NAGAR, LUDHIANA, PB. - 141001

 Annexure -A 

Particulars of energy conservation, technology absorption and foreign exchange earnings and outgo required under Rule 8 of the Companies (Accounts) Rules 2014 are provided below 

The Company operates in a safe and environmentally responsible manner for the long- term benefit of all stake holders. The Company is committed to take effective measures to conserve energy and drive energy efficiency in operations. 

A. CONSERVATION OF ENERGY
(i) Following steps have been taken for conservation of energy. 

a) Energy Audits have been conducted at various plants/ units of the company

b) Replacement of florescent lamps with LED Lights in all plants/ units has been initiated

c) Occupancy sensors have been installed in corporate office to minimize power usage.

d) Auto- timers for Air conditioners and lights have been installed at corporate office to shut down power supply after office hours.

e) In-house training for energy conservation to the plant members and employees

f) Air pressure reduction in plants to reduce compressed air energy cost.

g) Installations of Wind ventilators on sheds of different units. 

(ii) Following steps taken by the Company for utilizing alternate source of energy. 

The Company is exploring the option of installing solar panels for generation of electricity at all plant locations 

B. TECHNOLOGY ABSORPTION

 (i) The efforts made towards technology absorption: 

The company is motivated to continuously work for the process and technology development on need basis .The team undertakes specific time - bound programmes to improve technology which are tried on pilot scale / lab to achieve desired results and then up scaled at the manufacturing level. The Team works in close co-ordination with other outside agencies to ensure smooth transfer of technology. Appropriate documents are created for quality control and food safety.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO (In Lacs)

For and on behalf of the Board of Directors
For Mrs. Bector's Food Specialties Limited

 Dharamvir Bector
 Chairman
(DIN: 00108654)

Place: Phillaur
Date: 05.09.2017
ADDRESS: C-13, SARABHA NAGAR, LUDHIANA, PB. - 141001

 Annexure -B 

ANNUAL REPORT ON CSR ACTIVITIES 

1. BRIEF OUTLINE OF THE COMPANY'S CSR POLICY, INCLUDING OVERVIEW OF PROJECTS OR PROGRAMS PROPOSED TO BE UNDERTAKEN AND A REFERENCE TO THE WEB-LINK TO THE CSR POLICY AND PROJECTS OR PROGRAMS 

Our philosophy is to undertake socially useful programmes for welfare and sustainable development of the Community at large. Our initiatives include those aimed to promoting health care including preventive health care for benefits of different segments of society and in particular in taking care of deprived, underprivileged persons having health constrains. 

Driving with these initiatives the CSR Committee of the Board has recommended to the board a list of activities relating to promoting health care, poverty and malnutrition which has been stipulated in schedule VII of the Companies Act 2013 and to spend at least two percent of the average net profits of the Company made during the three immediately preceding financial years. 

2. COMPOSITION OF THE CSR COMMITTEE. 

 Mr. Anoop Bector (Managing Director)
 Mr. Dharamvir Bector (Non Executive Director) and
 Mr. Nem Chand Jain (Independent Director) 

3. AVERAGE NET PROFIT OF THE COMPANY FOR LAST THREE FINANCIAL YEARS. 

Average Net Profit of the Company for last three financial yearsRs. 43,40,42,050 (Rupees Forty Three Crore Forty Lakhs Forty Two thousand Fifty only) calculated according to provisions of section 198 of the Companies Act 2013

 4. PRESCRIBED CSR EXPENDITURE (TWO PER CENT OF THE AMOUNT AS IN ITEM 3 ABOVE) 

Prescribed CSR Expenditure is Rs.86,80,841/-(Rupees Eighty Six Lakhs Eighty Thousand Eight Hundred Forty One Only). 

5. DETAILS OF CSR SPENT DURING THE FINANCIAL YEAR. 

(a)Total amount spent for the financial year: Rs. 21.84 Lakhs 

(b) Amount unspent, if any: 64.97 Lakhs 

(c) Manner in which the amount spent during the financial year is detailed below.

 6. IN CASE THE COMPANY HAS FAILED TO SPEND THE TWO PERCENT OF THE AVERAGE NET PROFIT OF THE LAST THREE FINANCIAL YEARS OR ANY PART THEREOF, THE COMPANY SHALL PROVIDE THE REASONS FOR NOT SPENDING THE AMOUNT IN ITS BOARD REPORT 

During the year under review, the company has spent Rs. 21.84 Lakhs on the beautification of the chowk in front of RakhBagh. The total cost of the project of beautification of the chowk is about 45 Lakhs. The project is under process. The remaining amount has been spent on the chowk in the current financial year. An amount of Rs. 34.94 Lakhs has already been spent on the project till 01.08.2017. The Company was not able to spend the full amount of two percent of the average net profit of the last three financial years as recommended under the CSR Rule. CSR Committee met 4 times during the period under review and made a policy to provide scholarship to poor students and for the eradication of poverty for eligible persons. However the company could not implement the policy as it was not able to demarcate the associations and the areas where it should spend the money and due to Non Availability of Suitable Implementing Agency, the company is in a better position now to implement its CSR policy effectively.

7. A RESPONSIBILITY STATEMENT OF THE CSR COMMITTEE THAT THE IMPLEMENTATION AND MONITORING OF CSR POLICY, IS IN COMPLIANCE WITH CSR OBJECTIVES AND POLICY OF THE COMPANY. 

The CSR Committee confirms that implementation and monitoring of CSR Policy is in compliance with CSR policy of the Company framed pursuant to the provisions of the Companies Act, 2013 and rules made thereunder.

For and on behalf of the Board of Directors
For Mrs. Bector's Food Specialties Limited

 Dharamvir Bector
 Chairman
(DIN: 00108654)

Place: Phillaur
Date: 05.09.2017
ADDRESS: C-13, SARABHA NAGAR, LUDHIANA, PB. - 141001

Annexure -C 

Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, and independence of a director recommended by the Nomination and Remuneration Committee of the Board and approved by the Board of directors.

Constitution of the Nomination and Remuneration Committee

The Board has already constituted the "Nomination and Remuneration Committee" of the Board on March 19th 2015. This is in line with the requirements under the New Act. The Board has authority to reconstitute this Committee from time to time.

Policy for appointment including criteria for determining qualifications, positive attributes, and independence of a director of Director, KMPs and Senior Management

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or senior management level and recommend to the Board his / her appointment. A person to be appointed as Director, KMP or senior management level should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position. A person, to be appointed as Director, should possess impeccable reputation for integrity, deep expertise and insights in sectors / areas relevant to MBFSL, ability to contribute to MBFSL's growth. Independence of directors are decided on the basis of definition of independent director contained in sub section 6 of section 149 of the Companies Act 2013.

Policy relating to the remuneration for Directors, KMPs and other employees

The remuneration / compensation / commission etc. to Directors will be determined by the Committee and recommended to the Board for approval. The remuneration and commission to be paid to the Managing Director shall be in accordance with the provisions of the Companies Act, 2013, and the rules made thereunder.Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the limits approved by the Shareholders in the case of Managing Director. Where any insurance is taken by the Company on behalf of its Managing Director and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.The remuneration and reward structure for employees depends upon their qualification and experience. The Committee would determine the remuneration of the Directors and formulate guidelines for remuneration payable to the employees.

For and on behalf of the Board of Directors
For Mrs. Bector's Food Specialties Limited

 Dharamvir Bector
 Chairman
(DIN: 00108654)

Place: Phillaur
Date: 05.09.2017
ADDRESS: C-13, SARABHA NAGAR, LUDHIANA, PB. - 141001

 ANNEXURE- D
Form AOC-1

(Pursuant to first provision to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures 

Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.) 

Subsidary 1 

 Subsidary2

 Associate

 For and on behalf of the Board of Directors
For Mrs. Bector's Food Specialties Limited

 Dharamvir Bector
 Chairman
(DIN: 00108654)

Place: Phillaur
Date: 05.09.2017
ADDRESS: C-13, SARABHA NAGAR, LUDHIANA, PB. - 141001

Annexure-E

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis: NIL

2. Details of material contracts or arrangements or transactions at arm's length basis

(A) Related Party Transactions with Bakebest Foods Private Limited

 (B) Related Party Transactions with Rashmi Bector

 (C) Related Party Transactions with Ishaan Bector

 (D) Related Party Transactions with Anoop Bector

 (E) Related Party Transactions with Anoop Bector, HUF

 (F) Related Party Transactions with Dharamvir Bector 

 (G) Related Party Transactions with Mrs. Rajni Bector, Director 

 (H) Related Party Transactions with Ajay Bector, Director 

 (I) Related Party Transactions with Suvir Bector, Director 

 (J) Related Party Transactions with Mrs. Bectors English Oven Limited 

For and on behalf of the Board of Directors
For Mrs. Bector's Food Specialties Limited

 Dharamvir Bector
 Chairman
(DIN: 00108654)

Place: Phillaur
Date: 05.09.2017
ADDRESS: C-13, SARABHA NAGAR, LUDHIANA, PB. - 141001

*Please note that besides above the directors have been paid remunerations as per mentioned in MGT-9

The Company has reported total income of 58,430.84 Lacsfor the current year as compared to 56,552.91 Lacs in the previous year. The Net Profit for the year under review amounted to 2452.40Lacsas compared to 3872.20 Lacs in the previous year. Though the income of the Company increased the net profit got reduced because there was an increase in the price of the major raw materials like Meda, Sugar and Vanaspati.

There is no issue of employee stock option during the year.

The Board of directors, shall, inter alia, disclose in the Directors' Report for the year, the details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

Notes: -

1. Details of options granted during the fiscal Year 2012 to 2017