DIRECTOR’S REPORT

To,

The Members,

We are pleased to present the Twenty Seventh Annual Report of the Company together with Audited Financial Statements and Auditor's Report for the Financial Year ended as on 31*¹ March 201X. The financial Highlights for the year under review are given below

1. FINANCIAL RESULT: The Company’s financial performance is given hereunder

Rs. in Lacs) '

Performance: During the year under review, the total income of your Company was Rs. 11159 Lacs as compared to Rs. 12129 Lacs in the previous year. The net (Loss) of the company for the current financial year is of (Rs.85) Lacs as compared to loss of (Rs. 244) Lacs in the previous year. It is reduced from the previous year. Company is now recovery mode and focusing on export business.

2. DIVIDEND: '

Due to loss incurred by the Company during the financial year, the Board has not recommended any dividend for the year ended31st March 2018.

3. BUSINESS OPERATIONS OVERVIEW & FUTURE OUTLOOK:

Company's business activities arc broadly divided into Growing of mushrooms (agriculture Activity), Cheese, sweets and appetizer manufacturing and export. We are pursuing to establish Franchisee business spanning three modules as Distribution Hubs, Exclusive Stores & Quick Sen. ice food Vans. Wc plan to launch all product verticals Pan India within next 2/3 years.

4. DEPOSITS:

Your Company has not accepted any Public Deposits under Chapter - V of Companies Act, 2013. during the year under review.

5. INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT:

Your company has an adequate Internal Control System and Risk Management procedure to monitor the risks and their mitigating actions. Company has developed policies & procedures to assess the risk associated with the company and minimization thereof and periodically informed the Board of Directors for their review to ensure that the executive management controls the risk in accordance with defined policies and procedures adopted by the company.

Mr. Akhil Gupta, Cost Accountant and Director of the Company is responsible for Internal Audit of the Company for the financial year 2017-2018. He independently evaluate adequacy of internal controls and audit the transactions undertaken by the Company. The Audit Committee of the Board of Directors inter alia, reviews the adequacy and effectiveness of internal Control and monitors implementation of Internal Audit observations.

6. STATUTORY AUDITORS:

The Statutory Auditors of the Company are M/s Satnam Associates, Chartered Accountants (Firm Reg. No. 009870C)

Dehradun Uttarakhand, who hold office till the conclusion of the ensuring AGM. There was no change in the statutory auditors during the year.

Pursuant to Section 139, of the Companies Act, 2013 the Board of Directors have recommended appointment of M/s Satnam Associates, Chartered Accountants (Firm Reg. No. 009870C) Dehradun Uttarakhand as Statutory Auditors for holding office from the conclusion of the ensuing AGM till the conclusion of the AGM to be held in the year 2018, their reappointment subject to the approval of the shareholders in the ensuing AGM of the Company has obtained written confirmations from M/s Satnam Associates, Chartered Accountants (Firm Reg. No. 009870C) Dehradun Uttarakhand that their re-appointment, if made would be in conformity with the limits specified in the said Section.

The report given by the Auditors on the financial Statements of the company is part of the Annual Report which is self-explanatory and need no comments..

7. SECRETARIAL AUDITOR: As per the provisions of Section 204 of Companies Act, 2013 and rules made there under, every listed company is required to annex with its Board's Report, a Secretarial Audit Report given by a Company Secretary in practice.

Secretarial Audit was carried out by M/s Himanshu Sharma & Associats, Practicing Company Secretary, New Delhi, the Secretarial Auditor of the Company for the financial year 2017-2018. The detailed report on the Secretarial Audit is appended as an Annexure to this Report which is sell explanatory and needs no comments..

8. COMMITTEES OF THE BOARD: There are currently three Committee of the Board which are as follows:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders' Relationship Committee

Details of all the Committees along with their composition, charters and meetings held during the year, arc provided in the “Report on Corporate Governance”, a part of this Annual Report..

9. EXTRACT OF ANNUAL RETURN: The extract of Annual Return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report

10. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel:

There are 4 Additional Directors has been appointed

1. Mr. Sanjiv Kumar Kakkar, Additional Executive Director

2. Mr. Akhil Gupta Additional Executive Director

3. Mr. Surendra Kumar Kaushik, Additional Independent Director

4. Mr. Keshav Sharma Additional Executive Director

has appointed during the year as the Additional Directors in the Board of the Company during the year under review. Change in Designation

None of the Directors position changed on the Board of the Company during the year under review

B) Declaration by Independent Directors: The Independent director have submitted their disclosure to the Board that they

all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149(6) ot the Companies Act, 2013. The terms & conditions tor the appointment of Independent Directors are given at the website i.e. https://himalayafoodcomnanv.com/of the Company

C) Formal Annual Evaluation:

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report. The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report

D) Board Meetings:

The Board of Directors met 7 times during the financial year 2017-2018 on 19.05.2017,28.07.2017,02.09.2017.28.10.2017, 08.12.2017,22.01.2018,26.02.2018 as detailed in the Corporate Governance Report.

Two Shareholder Extra Ordinary General Meeting

1. Court Convey Shareholder Meeting dated 28.04.2017

2. Extra-Ordinary General Meeting Dt. 12.01.2018

11. PARTICULARS OF EMPLOYEES:

The provision of rule 5 sub rule (2) & (3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 60 Lacs per year to be disclosed in the Report of Board of Directors of the Company are as under::

Name of employee Designation Remuneration (in Rs.)

Man Mohan Malik Chairman and Managing Director 60,00.000

12. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS A L) ACT, 2013. ,

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the workplace (Prevention, Prohibition. Redressal) Act. 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No compliant has been received in this regard

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: -

During the year under review the company has not accepted any loans or provided any guarantee or made any investments under section 186.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS'WITH RELATED PARTIES:-

During the year under review the company has entered into the following contracts or arrangements with related party.

Related Party Disclosures Name of Related Parties

Key Management Personnel and their relatives Mr. Man Mohan Malik

Mrs. Sangita Malik

Enterprises over which key management personnel Himalya Carbonates Pvt. Ltd.

/ shareholders and their relatives have significant influence Doon Valiev Foods Pvt Ltd

APJ Laboratories Ltd Himalya Sim plot Pvt Ltd.

Subsidiary Companies Himalya Green Apartments Ltd

Appetizer and Snacks Foods Ltd

MANAGEMENT DISCUSSIONS AND ANALYSIS

Industry Structure and Developments

Company Business : The Company's primary business is manufacture of Growing of Mushroom (agriculture Activity), vegetables, Cheese, Yogurt, Appetizers, snacks, sweets and French fries etc

Discussions on Financial Performance With Respect to Operational Performance

During ihe year under review, the total income of your Company was Rs. 11159 Lacs as compared to Rs. 12129 Lacs in the previous year. The net (Loss) of the company for the current financial year is of (Rs.85) Lacs as compared to loss of (Rs. 244) Lacs in the previous year.

Wc are pursuing to establish Franchisee business spanning three modules as Distribution Hubs, Exclusive Stores & Quick Service food Vans. We plan to launch all product verticals Pan India within next 2/3 years

Human Resources: During the year 2017-18 your company's Human Resources are as under:

To get back on track and achieve the high growth trajectory a sap your company is focusing on effective costing linked with productions and cost cutting

Internal Control System and Their Adequacy: Broadly the internal controls and systems are broken up into following areas:

1. Financial Systems and Reporting

2. Management Reporting

3. II R Systems and Reporting

4. Sales Systems and Reporting

5. Capital Asset Systems and Reporting

6. Operational Full llllment Systems and Reporting

7. General Administrative Systems and Reporting

8. Knowledge Management Systems

For the size of the business, most of the systems are considered adequate. Due to the severe resource crunch in the company, it has been unable to implement its plans of automotive systems.

Risk and Concerns : The Company is operating its business in the Growth Oriented environment with innovations, changes and varying levels of resources available to food processing industry.

Cautionary Statement: "Management Discussion and Analysis” report contains forward looking statements, which may be identified by the use of the words in that direction, or connoting the same. All the statements that address expectations or projections about the future, including but not limited to statements about the Company's strategy for growth, product development, market position, expenditure and financial results are forward looking statements.

The Company’s aclual results, performance or achievements could thus differ materially from those projected in such forward looking statements. 1 he Company assumes no responsibility to public, to amend, modify or revise any forward

By order of the Board of Directors

Himalaya Food International Limited

Sd/-

Place: Paonta Sahib Vijay Garg

Date: 30.08.2018 (Company Secretary)