Temptation Annual Report 2008-09

its all in the
Temptation Foods Limited

Annual Report 2008-09
Forward Looking Statement We cannot guarantee that these forward-looking statements
In this Annual Report, we have disclosed forward-looking will be realised, although we believe we have been prudent
information to enable investors to comprehend our prospects in assumptions. The achievement of results is subject to risks,
and take informed investment decisions. This report and other uncertainties and even inaccurate assumptions. Should known or
statements - written and oral - that we periodically make, contain unknown risks or uncertainties materialise or should underlying
forward-looking statements that set out anticipated results based assumptions prove inaccurate, actual results could vary materially
on the management’s plans and assumptions. We have tried from those anticipated, estimated or projected. Readers should
wherever possible to identify such statements by using words bear this in mind.
such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, We undertake no obligation to publicly update any forward-
‘plans’, ‘believes’, and words of similar substance in connection looking statements, whether as a result of new information, future
with any discussion of future performance. events or otherwise.
CONTENTS
Introduction to Temptation Foods 2
The Temptation of Sight 7
Our Products 10
Brands 12
The Temptation of Taste 15
The Year 2008-09 18
Q & A with the Managing Director & CEO 20
Our Clientele 21
The Temptation of Touch 23
Profile of the Board of Directors 26
Our Social Initiatives 27
The Temptation of Smell 28
Directors’ Report 32
The Temptation of Hearing 43
Management Discussion & Analysis 46
Report on Corporate Governance 56
Auditors’ Report 66
Financial Statements 70
Temptation is the root of all
possibilities in life.
There is no morality attached to it.
Without temptation, there would be no progress,

advancement, or growth.
Everything would be as it were.
Temptation provides man with the primary

motivation to change things from “what is” to what
one desires it to be.
It is the inner urge to do something, to make

something, to invent, innovate, to possess.
Temptation has spawned empires, bankrupted

nations, and enriched some beyond all imagination.
It feeds ambition, powers enterprise and provides the

adrenalin to go the extra length and achieve
the impossible.
Temptation is a sensuous experience.
It is perceived via the gateways of sight,

hearing, smell, touch, and taste.
Temptation is one of the most

fundamental of perceptions, and it is
symptom of life as we know it.
I am, therefore I am tempted.

Temptation Foods Ltd. (TFL) is a major player and one of the largest organised
sector enterprises in the Indian food processing industry. The Company has In the last 2 years, the Company’s
made a mark for itself in the Individual Quick Freezing (IQF) processed fruits total income increased by a
and vegetables segment. The Company employees over 256 employees in FY significant 164.66% from
2008-09; up from a mere 64 in FY 2005-06; and a turnover of Rs. 8,719.81
million. Currently, TFL’s businesses include frozen fruits & vegetables,
Rs. 396.59 million to
processed foods, marine foods and ready-to eat foods for the domestic as well as Rs. 8,719.81 million
international markets.
Tempting Growth
TFL has had a remarkable transformation after having been declared as a sick
Company in 1999 due to teething problems and losses over the years. The
growth has been exponential after VBAPL (Venture Business Advisors Private
Limited – the current promoters) stepped in. In the last 2 years, the Company’s
total income increased by a stupendous 2,098.70% from Rs. 396.59 million
to Rs. 8,719.81 million! This quantum leap was achieved from a small base,
primarily on account of sustained international demand for frozen fruits and
vegetables, our entry into the marine business and the acquisition of the Karen
Anand and Ever Fresh brands. TFL has now entered the domestic processed food
industry with an aim of becoming one of the dominant players in the sector.
Acknowledged quality standards

For a Food processing unit, Quality and Hygiene are the most critical criteria
and TFL has been certified by BVQI for meeting the requirements of “Global
Standard For Food Safety” (i.e. TFL meets BRC - British Retail Consortium norms)
& achieved Grade-A. The Company has also been certified by BVQI for ISO
22000:2005 i.e. Food Safety Management System.
Expertise in Individual Quick Freezing (-) 180C

Individual quick freezing is a process of rapidly reducing the temperature of
the fruit/vegetable/meat to between (-) 180C and (-) 240C. Rapid freezing halts
the activities of all micro organisms that cause decay and deteriorate food stuff.
Individual quick freezing of vegetables and fruits keep them farm fresh for up
to a year without the loss of any flavour, texture, or colour. The big advantage
of Individual Quick Freezing is that you do not have to defrost the entire
package to take out a small portion, and the food remains fresh till the time of
consumption. Further, processing enhances shelf life of agricultural produce and
thus reduces wastages.
Growing market for frozen foods

Frozen foods have a growing market in India and in the
rest of the world.
The major market segments for frozen fruits include:
Retail outlets for direct consumption
Hotels, Restaurants, caterers and eateries.
Industries that use food as raw materials and
desire to process them in the lean season.
Export markets.
02
TFL meets BRC - British
Retail Consortium norms
and has achieved Grade-A.
The Company has also
been certified by
BVQI for ISO
22000:2005 i.e.
Food Safety Management System
Mission Statement
Build a high performance organisation
via empowering people
Leverage core strengths
for accelerated scalability
Acquire quality customers
Grow geometrically
via accretive acquisitions
04
TFL Values
Excellence
At tfl we strongly believe At TFL we strongly believe that the only way to progress is by
that the only way to progress offering the best products and the best services to customers. This
is a continuous process at TFL.
is by offering the best
products and the best services Service along with the product
to customers. This is a We offer the right products, at right prices and at the right time.
continuous process at tfl. Our service to customers is in-built and complimentary to our
products.
Customer focus
We respect our customers, listen to them and consistently offer
them the services they need. We always say ‘YES’ to service
demanded by the customer, and have learnt that it is the only
way to develop customer satisfaction. With improved levels
of customer service, we raise the bar, and endeavour to work
towards customer delight.
Social Responsibility
We are committed to positively impact the society we live and
operate in, and realise that the long term success of a Company
is ensured only when it creates value for the shareholders as
well as the society. This includes the farmers who supply us,
our employees, our consumers and the communities where we
operate.
05
06
Th e Temptati n
of si ght
“You shall possess and marry the most beautiful woman in the world!”
promised Aphrodite, the Greek goddess of love and beauty to Paris,
the handsome Prince of Troy.
The trouble though, was that she was already married.

The most beautiful woman in the world then was Helen, the daughter of the divine
Zeus and the wife of King Menalus of Sparta, who was the younger brother of the
powerful King Agamemnon of Greece.
07
Helen’s beauty was legendary. As a maiden, it is said that her father’s kingdom was
almost bankrupted by playing host to the never-ending stream of suitors who came,
seeking her hand in marriage.
The young prince Paris went to Sparta, as part of a diplomatic delegation from
Troy. He was accompanied by his righteous and brave elder brother Prince Hector.
He sighted Helen, and stood rooted to the ground, as though he was struck by
lightning. His eyes gleamed and his muscles froze. It was love at first sight.
Temptation had sunk its sharp teeth into his soul and he could not resist its
seductive call.
Unknown to the righteous Hector, Paris abducts Helen and takes her on board their
ship back to Troy. Much against the wishes of Hector, Paris married Helen once
they were in Troy.
This act enraged King Menalus and Agamemnon, who brought together all the ex
suitors of Helen and launched the biggest armada of a thousand ships to win back
Helen.
08
This led to the fierce battle for Troy that lasted ten years. After the deaths of
many valiant heroes, including Achilles and Ajax, and the Prince Hector and
Paris, the city fell to the ruse of the Trojan horse.
The legend of the fall of Troy is one of the most important Greek tragedies.
Christopher Marlowe, who wrote of the epic war stated:
Was this the face that launched a thousand ships

And burnt the topless towers of Ilium?
Sweet Helen, make me immortal with a kiss.
For Prince Paris, though, it was the kiss of death.
He saw Helen, and he succumbed to Temptation!
09
Our
Products
TFL has grown remarkably, considering its small
beginnings. Today the Company offers one of the largest
product ranges in the industry. The impressive product
bouquet consists of 50+ types of products, including
frozen fruits & vegetables (F&V), marine food and recipe
foods amongst others.
010
Today the Company offers one of the
largest product ranges in the industry.
The impressive product bouquet consists
of 50+ varities of products
Frozen F&V Marine Foods

Frozen Tiger Prawns; Shrimps and Other Sea Foods
Fruits – Mango (Alphonso, Totapuri, Rajapuri); Red &
Yellow Papaya; Orange & Green Melons and Strawberry
among others
Vegetables – Green Beans; Okra; Red/Green Capsicum;

Cauliflower Florets; Green Peas; Karela; Guwar; Potato;
Recipe Foods
Jams, Conserves, Salad, Salad Dressings and Sauces
Carrot; Onion; Yam (Suran); Drum Sticks; Tinda;
Tindora; Chillies; Garlic Crush; Chillies+Ginger Crush;
Garlic+Ginger Crush
Ethnic Indian Vegetables – Surti Papdi Beans; Surti

Lilva; Valor papdi; Valor Vilva; Tuvar Yellow; Tuvar Lilva;
Tindora (Smooth Gourd); Punjabi Tinda; Parwal (Pinted
Gourd); Turia and Methi among others
Herbs – Basil; Bay Leaf; Chervil; Chives; Fenugreek;

Mint; Oregane; Parsley; Sorrel and Thyme
011
Brands
Everfresh
TFL acquired the Everfresh brand from Chambal Fertilisers and Chemicals in 2007. Everfresh
is one of the biggest domestic brands in the frozen fruits and vegetables segment. The
brand offers over 50 different types of IQF (Individually Quick Frozen) vegetables and fruits
such as Green Peas, American Sweet Corn, Baby Corn, Cauliflower, Beans, Carrots, Mixed
Vegetables, Broccoli, Palak, Sarson ka Saag, Shredded Coconut and different varieties of fruits
like Alphonso Mango. Everfresh’s uncompromising adherence to nutrition, taste, hygiene and
quality standards ensures that products reach the customers as fresh as it was in the farm.
Delika
Everfresh is internationally known as “Delika” and has an impressive product range under
its umbrella. The brand comprises of products like, Green Peas, American Sweet Corn,
Baby Corn, Cauliflower, Beans, Carrots, Mixed Vegetables, Broccoli, Palak, Sarson ka
Saag, Shredded Coconut and different varieties of fruits like Alphonso Mango. Everfresh’s
uncompromising adherence to nutrition, taste, hygiene and quality standards ensures that the
products reach the customers with the same freshness it has on the farm.
Karen Anand
Karen Anand was an acquisition of TFL from Karen’s Gourmet Kitchen Pvt Ltd. All of
Karen Anand’s products are meticulously designed to provide consumers with an authentic
international food experience.
Karen Anand’s product mix in proportion to their contribution to sales turnover

from this segment:
Conserves 59%
Jams 10%
Marmalade 10%
Sauces 5%
Mayonnaise 8%
Salad dressings 2%
Honey 6%
Taken together, these account for a nominal portion of TFL’s total

revenues. Conserves, Sauces and Dressings constitute the main
segments under this brand.
012
013
014
He quaffed a golden goblet of chocotyl, and smiled indulgently,
as he ran his eyes amongst the women of his harem.
Who would catch his fancy tonight? Bestirred by the potion, his nerves came to
life, with a vigour that was the pride and glory of his empire! This was a daily ritual
for him. Chocotyl was his favourite potion, and there were whispers in the palace
corridors that it was the secret to his legendary sexual prowess and staying power.
015
Montezuma, the mighty King Emperor of the Aztecs took no other beverage other
than chocotyl, a potation of chocolate, flavoured with vanilla, and other spices,
reduced to a froth with the consistency of honey. He is reputed to have consistently
drunk over 50 goblets of his favourite brew every day!
The King Emperor did not realise it then, but he was history’s first
Chocoholic.
He had tasted the divine flavours and there was no looking back.
The 600 plus beauties of his harem bore testimony to the aphrodisiac prowess of
chocolate.
Such is the reputation of chocolate, that over the ages that even the legendary
Casanova swore by it. Even the mighty Napoleon is supposed to have chewed on it
before entering his Empress’s bed chambers.
The role of chocolate in the mating ritual of man and women is well
established today. More recently it has been proven that it not only increases
sexual appetite, but also produces a sense of elation, akin to an orgasm.
Chocolate has been found to contain modest amounts of the stimulants caffeine
and theo-bromine. Chocolate is also known to generate increased levels of
serotonin, a chemical naturally produced by the brain, which is known to reduce
anxiety. The rush of endorphins produced by eating chocolates, particularly dark
chocolates, is most similar to the bliss associated with a healthy sexual relationship.
Chocolate also contains phenyl-ethylamine which is known to stimulate the release
of dopamine into the pleasure centres commonly associated with an orgasm.
From Montezuma to every callow lover during the Valentines day, men insinuate
their love for women with Chocolate in the hope that it will be love at first bite…..
She bit into it, and so she succumbed to its temptation!

016
017
THE YEAR 2008-09
Financial Performance
Total Income
growth
in 08-09 164% Rs. million
EBIdTA
(Before Extra-ordinary Items)
growth
2008-09 8720 2008-09 800
2007-08 2007-08 323
Year
Year
3295
2006-07 397 2006-07 71
0 2000 4000 6000 8000 10000 0 100 200 300 400 500 600 700 800
PAT
growth
in 08-09 121% Rs. million EPS
growth
in 08-09 92%
2008-09 527 2008-09 21.96
2007-08 238 2007-08 11.42

Year
Year
2006-07 58 2006-07 4.59
0 100 200 300 400 500 600 0 5 10 15 20 25
net Worth
growth
2008-09 2550
2007-08 2029
Year
2006-07 307
0 500 1000 1500 2000 2500 3000
Return on Average Capital Employed
2008-09 25.34
2007-08 23.65
Year
2006-07 28.20
018 0 5 10 15 20 25 30
Developments &
Initiatives during
the year
Recent Developments
KGK shifted its production base to a dedicated facility at Nira, near existing
plant at Jejuri; in order to maintain operational synergies. It has launched new
‘premium’ branding and packaging initiative.
The Company declared its maiden dividend @ Rs. 0.60 per share.
The Company added new customers in Europe via the Private Label business
route.
Started mango pulp canning operations at a leased plant at Madanapalli. The
product is marketed under the Everfresh brand.
Invested Rs. 300 million to streamline the processing facilities and optimise the
product mix.
The Company was declared free from the “sick” status as per the July 2008 order
of AAIFR. The Company has therefore been relieved from the purview of SICA.
Acquisitions & Investments

The Company incorporated Temptation Foods International Ltd. (TFIL) in the
British Virgin Islands. The Company will hold 100% shares of TFIL as and when
TFIL issues shares.
As on 31st March, 2009, the Company has acquired 2,856,632 shares,
representing 10.13% of the share capital of the Kohinoor Foods Limited, a
company engaged in Basmati rice and Ready-To-Eat (RTE) business with a global
foot print.
Q&A
WITH THE MANAGING
DIRECTOR & CEO – MR. VINIT KUMAR
Q: How do you think the global slowdown will affect an equity level for long term value generation, rather than
Temptation Food? booking expenses on service contracts, where we see long
The past year was an exceptional one for the global term potential. Aptsource, in which we acquired a 70 per
economies. There was unprecedented economic turbulence cent stake in January, is a high-end enterprise solutions
and a financial meltdown, and yet, the full impact of the consulting firm.
economic slowdown is still unknown. However in the We seek to leverage that expertise and their intellectual
processed foods business, we are relatively insulated from capital to create customised technology and supply chain
the impact of the slowdown. The industry is based on a basic management solutions for Temptation Foods, which will
requirement, and thus, its demand is comparatively inelastic result in tighter operations going ahead. So, rather than
compared to other industries. let IT be a cost centre, we have turned it into an equity
investment, which has an independent value, as well as a
Q: So, in a relatively flat environment, what factors
significant accrual to our core business.
helped you grow?
I think our brand focus and ability to strategically acquire Managing the supply chain for food products is a logistics
more and more labels enabled us to have an enhanced intensive exercise. Temptation Foods seeks to manage its
product base. This in turn, allowed us to expand across all growth with critical inputs from information technology
geographies, and add newer areas to our customer profile. and has, therefore, laid out a plan for advanced systemic
This plus a continuous focus on efficiency and productivity, implementation. The acquisition of Aptsource Software is an
helped us grow significantly. important step in that direction.
Q: Do you think this momentum will sustain across FY Q: A major portion of Temptation Foods’ revenues
2010? are derived from exports. How do you counter the
Revenues from direct exports presently form a very small exchange fluctuation risk?
component of total revenues. In FY 2010, it is likely that We cater to a large number of third party exports. We serve
some of our customers will face liquidity issue. However, Indian ethnic traders settled overseas. As a matter of fact,
we see that as a temporary phenomenon. . We think this when we began (4/5 years earlier), most of our customers
is a short-term phenomenon, and underlying demand will were ethnic Indian traders, settled abroad, but having
remain strong in the long term. We’re not immune to the entities in India. As a result of this, they were eager to avail
overall economic conditions, but like I explained earlier, the of the various export incentives. Since then, as a matter
propensity of our business to get affected is relatively low. of principle, the billing is done in rupees and the dollar
Also, we see a distinct improvement in the global economic rates are not taken into account. This unique arrangement
scenario which has led to significant optimism. has insulated us from the problems of exchange rate
fluctuations.
Q: What specific growth plans have you outlined for
Temptation Foods? Q: But still, as your business grows, you may not be able
We are planning to expand our presence pan-India through to exercise this option in all cases. How do you derisk
a mixture of our established acquisitive strategy and organic the business then?
growth. We will look going north to Uttaranchal, west In the past couple of years, our major focus has been on
to Gujarat and extend this to the southern states as well. creating a risk-neutral business model. Today, we are
Temptation Foods is actively evaluating investments in diversified against product because of our range, geography
Agri- Infrastructure, to emerge as an integrated player in our because of our spread, and customers because of the
domain. In think the next few quarters will see us making excellent relationships we preserve and newer ones that we
quite a few dramatic moves. build every year. This is the core of the derisking mantra at
Temptation Foods, and I expect it to hold true in the years to
Q: What about the growth in the existing product profile? come.
I think all our brands will grow fairly well, given our strategy to
ensure that the domestic market contributes at least 50 per cent Q: So if you were to sum up your future growth path,
to our revenues. This is in line with our vision to occupy almost what would that be?
10-12 per cent of the Indian kitchen. Our export markets will We are presently on a sharp learning curve, with a focused
be driven by the marine foods business. As of today, the KGK determination to provide the best in products and services to
range contributes a marginal portion; however plans are on the our customers. We are committed to building and sustaining
anvil to add capacities and drive growth. a high performance organisation via people; leverage
core strengths for accelerated scalability; acquire quality
Q: You recently made an apparently unrelated customers; and grow exponentially through acquisitions and
acquisition in the IT space. Tell us about the benefits organic growth, in emerging as an admired and preferred
020
you see accruing from it?
We have always tried to leverage business relationships at
company in the foods business.
OUR CLIENTELE
TFL has a diverse customer base both in domestic as well as international markets.
We serve giant global corporations in US, Canada, Germany, U.K., Japan and the
Middle East. The domestic patrons include a number of prestigious hotels as well as
large domestic retail chains.
International Ethnic
Deep Foods, Inc.(USA & Canada), Al Kabeer
International Mainstream
Frenzel, Mondial Foods, DKSH
Domestic Institutional
TAJSATS, TAJ, Reliance Fresh , McDonald’s, ITC, Radisson, Jaypee
Hotels, Sumeru, Oberoi Hotels & Resorts, Pizza Hut, The Park,
Haldiram’s , Holiday Inn
Domestic Retail (Retail Chains)

Big Apple, Metro, ShopRite, Spencer’s, Big Bazaar, foodworld
021
022
Globalisation of trade was
caused by a series of events that
began in the royal garden of the
famed Yellow Emperor of China
in 3000 B.C.
023
Lady Hsi-Ling-Shih, wife of the mythical Yellow Emperor, sat in
her garden, under a tree sipping tea. Suddenly there was a splash
in the tea cup, and she noticed a white cocoon like object in her
glass. Curious as to what it was, she dipped her fingers into the
tea cup and picked it up. She rolled it in her fingers, and she felt
the sensuous strands surrounding the cocoon unravelling. They
were shiny and smooth to touch.
024
Lady Hsi-Ling-Shih did not realise it then, but she was the first to touch silk.
The temptation of touching and possessing this sensuous fabric would
create the world’s first global market and open up the trade routes
from China to Central Asia, Arabia, and Byzantium all the way to
Rome!
This was the Silk Road. The world’s first international trade route
that stretched 4,000 miles from end to end. Trade on the Silk
Road was a significant factor in the development of the
great civilizations of China, India, Egypt, Persia, Arabia, and
Rome, and in several respects helped lay the foundations for
the modern world. Although the term the Silk Road implies
a continuous journey, very few who travelled the route
traversed it from end to end. Cargo caravans would
traverse a distance and then be sold to another middle
man who would take it to the next leg. This ensured
the secrecy of the origin of silk- a zealously
guarded monopoly of the Chinese. So coveted
was this fabric by the wealthy lords and ladies
of Rome, that pound of silk sold at a price
equivalent to that of six healthy slaves!
Temptation of touch, and the sensation of silk
forged global trade in ancient times.
They touched the fabric, and

therefore they succumbed to
its temptation!
PROFILE OF
THE BOARD OF
DIRECTORS
Mr. Vinit Kumar, Chairman & Managing Director Mr. E. David Ellington, Non-executive Director
Mr. Kumar represents the promoter group. He has over 20 years Mr. Ellington has vast experience in the field of fund management
experience working with Reliance Industries Ltd., Lummus with expertise in equity allocation, governance and Private Equity
Crest B.V., Netherlands, Maharashtra Apex Corp. Ltd., Deki & Venture Capital. He runs his own law firm in Beverly Hills
Electronics Ltd. and Rohem Instruments Pvt. Ltd. He holds a B.E. specialising in international, entertainment and new technology
in Electronics and Communication from Manipal Institute of law. He is also a Dotcom Entrepreneur. He holds an M.A. from
Technology, and an MBA from University of Notre Dame, USA. Harvard University and a BA, MA JD Law – Ran.
He has also attended a course in Corporate Strategy Analysis
from Notre, London. Mr. R.V. Joshi, Non-executive Director
Mr. Joshi has over 40 years experience in the field of Banking,
Dr. (Ms.) Kala Pant, Non-executive Director Finance and Capital Markets, including Security Trading. He has
Dr. (Ms.) Pant has vast experience in the banking industry and held the position of a Managing Director at BOI Finance Ltd.,
has been a Director/Consultant/Advisor to a number of Banks and Securities Trading Corporation of India Ltd. He has travelled
such as IDBI, Dena Bank etc. She has carried out a number of extensively and has participated in Seminars and Conferences
research projects in Banking, Shipping, Port and Infrastructure both in India and overseas. He holds an M. A. in Economics.
and has published 15+ papers in domestic journals. She has
also presented papers at many seminars. She holds a B.Sc. and Mr. G. Ramchandran, Non-executive Director
has done her PG Doctoral Research in the field of Banking and Mr. Ramachandran has vast experience in the financial service
Transport. sector and capital market activities. He has held various positions
as Managing/Executive Director in leading industrial/finance
Ms. Elizabeth Harrington, Non-executive Director companies in India. He was the VP & CFO at Reliance Capital,
Ms. Harrington has over 24 years experience working in Asia as a Times Guaranty, Mentor Capitalist and the Executive VP at
Director, Senior Exec, Entrepreneur and Management Consultant Citicorp, JM Morgan Stanley and Ranbaxy. He is a B.Sc. graduate
in various global consumer products, retail, healthcare, and and a Chartered Accountant.
industrial product industries. She is on the board of Chicago
Mercantile Exchange and is a partner in PWC. She is the CEO of Ms. B. Goswami, Non-executive Director
Herrington Global and has published several articles and has had Ms. Goswami is a well known Media artist, actress, model
several talks on China/Asia and Global business strategy. She did and Compeer. She has 4 years of experience in General
her A.B at Cornell University; Magna Cum Laude and Phi Beta Administration and Management. She holds a BA.
Kappa.
026
OUR SOCIAL INITIATIVES
TFL has always nursed a keen desire to be a contributor to
the nation’s rural growth. In order to make its presence felt in
India’s endeavour of becoming a developed country at par with
the best of nations, Temptation Foods strives to bring about
meaningful changes to the lives of rural people in and around Roshni
its various plants. TFL’s humble beginnings in the field of social TFL’s dream project is designed to uplift a small percentage of our fellow
responsibilities have kick started with a workable penta-fold citizens from the bowels of poverty. Since the farmer is the mainstay of
strategy:- our country, TFL wants to empower him by providing him a wholesome
package.
Agriculture in India is still largely carried out with outmoded tools and
Providing Basic Education farming methods. Our immediate agenda includes:
Empowering Hygiene Awareness providing the farmer the means to purchase the best seeds
Women & Training spreading awareness of state-of-the-art machinery
disseminating know-how with the latest inputs and
giving farmers excellent training
Once the farmers reap in the reward of an excellent harvest, TFL will again
assist them by providing at their doorstep, the very best marketing tools
so that their ace harvest reaches the right place at the right time, thereby
fetching them a bountiful price. This will not only elevate their standard of
living, but also give them the necessary confidence to proceed with more
such ambitious projects.
DISHA
Empowerment of Women is high on TFL’s radar. A dozen fully sanitized
centres have been thrown open for ladies to earn money in their leisure time
by managing certain stages in the processing of TFL products.
AALAP
We also dessiminate detailed technical know-how on converting
agricultural waste into Vermicompost (Organic Waste), which is useful
for Soil Enrichment. TFL not only educates them technically, but has also
facilitates bank subsidies for this project. The Jejuri Municipal Corporation
has also been roped in to provide the premises for this project. Temptation
Providing Marketing Enhance the delivers agricultural waste from their plant to the premise and arranges for
and R&D Support Standard of Living the Vermicompost produce to be sold in the nearby markets.
to Farmers of Farmers The AALAP project, at present, is benefitting 40 families who were below
the poverty line. These are some of the baby steps that TFL is taking. More
such humane projects are in the pipeline.
027
She floated down the river Nile on a barge with scented sails.
Along the shoreline near the royal jetty, he stood waiting. She was the consort of his
late mentor Julius Caesar and had left Rome on his death, to return to her Kingdom.
She was Cleopatra, the Queen of Egypt and the empress of perfume, in the words of
some. Her arrival was announced by a gust of perfume, just before her royal barge
docked alongside.
028
029
Anthony, the veteran of innumerable wars, had no chance against this scented attack
on his senses.
Temptation wafted its way into his heart, and now Cleopatra rightfully
possessed it.
Fragrances captivate our minds, rejuvenate our senses, and bestow a feeling of
freshness and energy, by their mere presence. Our sense of smell is also part of our
memory as we associate smells with people.
Scents were first used by priests in prayers – as a supplication to the gods. It was rightly
believed, that these refined scents – frankincense, myrrh, and sweet oils would tempt,
and persuade the gods to shower favours on man.
Modern perfumes are far more complex as compared to the naturally occurring
perfumes. They have three notes – the top note being the one you imbibe when the
perfume is sprayed, the middle note is what remains when the top note evaporates and
what lingers on is the base note that represents the core aroma of the perfume.
What hit and captivated Anthony while he awaited her arrival was the top note, in our
way of thinking. His relationship with her flowered into intimacy, delivering the middle
note. The lingering base note of their relationship was passionate love.
030
So passionate was their love, that when the false news of her
death reached him, he committed suicide.
The lingering romance of their relationship and its tragic end
still reverberates in public memory.
He smelt her aroma, and therefore he
succumbed to her temptation!
031
032
All the product categories
showed more than
100%
growth in sales
To
The Members of
Your Directors have pleasure in presenting the 18th Annual Report together with the audited statement of accounts for the year ended
31st March, 2009.
1. FINANCIAL RESULTS:
(Rs. in Million)
Particulars 2008-09 2007-08
Profit Before Tax, Financial Expenses, Depreciation and Extraordinary Items 799.63 324.21
Less: Financial Charges 143.11 4.68
Depreciation 81.34 45.93
Profit for the year before Extraordinary Expenses and Taxes 575.18 273.60
Less: Extraordinary Item 25.19 -
Profit for the year after Extraordinary Expenses and before Taxes 549.99 273.60
Less : Provision for Taxes 23.04 35.54
Profit After Tax 526.95 238.06
Balance Brought Forward from Previous Year 172.18 (-)65.88
Less: Interim Divided and Dividend Distribution Tax thereon 17.63 -
Surplus carried to Balance Sheet 681.50 172.18
2. OPERATIONS: 4. BUSINESS PROSPECTS:

During the year under review, your Company has shown During the year, your Company continued to show robust
sterling performance inasmuch as the sales turnover has growth in its business in all products categories, as the
increased from Rs. 328.05 crores in 2007-08 to Rs. 870.07 financial results reflect. All the product categories showed
crores in 2008-09, representing an increase of about more than 100% growth in sales. The margins, however,
165% and the profit after tax has gone up from Rs. 23.81 were under a pressure.
crores to Rs. 52.70 crores, representing an increase of Though the food sector, especially the product categories
about 121%. in which your Company operates, and the business of your
Company is largely unaffected by the current economic
3. DIVIDEND: turmoil and downturn trend all over the world, the
During the year, your Directors declared and paid an operating environment has become difficult and is expected
interim dividend of Rs. 0.60 paise per equity share of to continue to remain so till the situation improves.
Rs. 10 each, fully paid up i.e @ 6%. In order to conserve The trend in the growth in business across all the product
the resources of your Company in view of the tight liquidity categories is expected to remain good in the running year,
position, your Directors do not recommend any further though the margins would remain tight. The endevour is
dividend for the year under review and, hence, the interim to achieve a change in the product mix by increasing the
dividend paid may be deemed to be the final dividend for proportion of the higher value added products and the
the year under review. branded products.
033
The operations of your Company have been discussed in
Your Company has invested in the details in the Management Discussion and Analysis Report,
shares of Kohinoor Foods Limited as a which is separately issued under the Corporate Governance
long term investment. The peak holding norms prescribed under the Listing Agreement with the
by your Company during the year was Bombay Stock Exchange.
of 3,634,148 shares, representing
13.47% of the then

share capital of the Kohinoor Foods
5. ISSUE OF OPTIONALLY
CONVERTIBLE BONDS/FCCBS/
EQUITY SHARES:
Your Company had taken your approval for issue of Fully/
Limited.
Partly Convertible/Non-convertible Bonds, Equity Shares,
Preference Shares and/or any other financial instrument in
India or overseas through a QIP/GDR/ADR, etc issue for an
amount up to UD$ 200 Million.
Your Company had initiated the process of issue of

Optionally Convertible Bonds/Equity shares for an amount
up to Rs. 800 crores to Qualified Institutional Buyers. The
terms of issue of the Bonds were finalised and necessary
legal opinions were taken. Bank guarantee up to sixty
percent of the face value was arranged through one of
the leading banks in India to make the issue marketable
and attractive to the potential investors. The Placement
Document for the issue was approved by the Bombay Stock
Exchange.
However, due to the drastic deterioration in the financial

markets the world over, especially in the second half
of 2008, the issue could not be proceeded with as the
potential investors suspended all new investments and
thereby the long term investments to fund acquisitions
failed.
It is hoped that the situation would improve in the coming

months and the investors would return to the market
and your Company would be successful in raising the
aforementioned amount to fructify its acquisitions.
034
During the year under review,
your Company has issued 256,600
options to the employees of your
Company under the Employees’
Stock Option Scheme, 2008
investment, against, inter alia, the security of the shares of

6. ISSUE OF WARRANTS ON Kohinoor Foods Limited.
PREFERENTIAL BASIS:
During the year, your Company has allotted 7,000,000 On a petition filed by Kohinoor Foods Limited under
warrants to NRI Tax Services.com Private Limited, 150,000 section 111A of the Companies Act, 1956, before the
warrants to the six independent and non-executive Company Law Board alleging violation by your Company
Directors and 150,000 warrants to four of its business of the SEBI (Substantial Acquisition of Shares and
associates, on preferential basis. Each warrant shall entitle Takeovers) Regulations, 1997, along with forty five other
individuals/corporates, all of who were alleged by Kohinoor
the holder thereof to apply for one fully paid up equity
Foods Limited to be Persons Acting in Concert in acquiring
share of your Company within 18 months of the allotment
shares of Kohinoor Foods Limited, the Company Law Board
of the warrant. The issue price of Rs. 200/- per warrant
had stayed the voting rights of your Company and the
and the conversion price of Rs. 200/- per share are in
other forty five individual/corporates. However, pursuant to
compliance with the applicable SEBI guidelines.
proceedings before the Company Law Board, the Hon’ble
Board was subsequently pleased to vacate the stay of the
7. BORROWINGS: voting rights and also stayed, till further orders, the holding
During the year, your Company has been sanctioned
of the annual general meetings and other shareholder
funded and non-funded working capital limits/term loans
meetings by Kohinoor Foods Limited. The Delhi High
over Rs. 200 crores by some banks/financial institutions
Court, on appeal by Kohinoor Foods Limited against the
against the security of the movable and immovable assets
order of the Hon’ble Board, confirmed the order of the
of the Company and the corporate guarantee from the
Hon’ble Board. Your Directors state that your Company has
promoter Company. The limits have been draw-down not violated the SEBI (Substantial Acquisition of Shares and
depending upon the requirements of your Company. Takeovers) Regulations, 1997, and any other regulation/law
Your Company has also taken loans from certain Non in acquiring the shares of Kohinoor Foods Limited and are
Banking Finance Companies and share brokers for part confident that the proceedings before the Hon’ble Board
funding of the investment in the shares of Kohinoor Foods would end in favour of your Company.
Limited, against, inter alia, the security of the shares of Your Company has filed a petition before the Company
Kohinoor Foods Limited and from some corporates for Law Board under sections 397 and 398 of the Companies
meeting working capital requirements. Act, 1956, against Kohinoor Foods Limited on the grounds
of oppression of minority shareholders and mismanagement
8. INVESTMENT IN THE SHARES OF of the affairs of Kohinoor Foods Limited. The petition is
KOHINOOR FOODS LIMITED: pending before the Hon’ble Board.
Your Company has invested in the shares of Kohinoor
Foods Limited as a long term investment. The peak holding 9 EMPLOYEES’ STOCK OPTIONS:
by your Company during the year was of 36,34,148 shares, During the year under review, your Company has issued
representing 13.47 % of the then share capital of the 256,600 options to the employees of your Company
Kohinoor Foods Limited. under the Employees’ Stock Option Scheme, 2008. The
disclosures prescribed under the SEBI (Employee Stock
Your Company has made the requisite disclosures required Option Scheme and Employee Stock Purchase Scheme)
to be made under the regulations under Securities & Guidelines, 1999 are annexed hereto.
Exchange Board of India Act and has complied with all
other statutory / regulatory requirements in respect of 10. FIXED DEPOSITS:
the acquisition of the shares. As mentioned above, your Your Company has not accepted any fixed deposits
Company has taken loans from some Non Banking Finance from public during the year under review. There are no
Companies and some share brokers for part funding the outstanding deposits, which have remained unpaid.
035
11. TEMPTATION FOODS 14. CORPORATE GOVERNANCE:
INTERNATIONAL LIMITED: Pursuant to Clause 49 of the Listing Agreement, the
Your Company has incorporated a Company by the name following are annexed to this report:
of Temptation Foods International Limited (“TFIL”), limited a) a Report on the Corporate Governance and a
by shares, in the British Virgin Islands of which it will hold Certificate from the Auditors of your Company
100% of the equity share capital as and when TFIL issues regarding compliance of the conditions of Corporate
its shares. As on 31st March, 2009, TFIL has not issued any Governance; and
shares. Mr. Vinit Kumar, Chairman and Managing Director
b) Management Discussion and Analysis Report.
and Mr. E. David Ellington, Director, are Directors of TFIL.
Mr. Vinit Kumar, Chairman and Managing Director,
TFIL is intended to be used as a special purpose vehicle for
declares that affirmations have been obtained from the
acquisitions of business overseas and/or for raising of funds
Directors and the senior management of your Company
overseas.
as regards compliance with the Code of Conduct norms
As TFIL has not issued any capital and has not commenced prescribed by the Securities and Exchange Board of
any business, the documents and the statements referred India.
to in section 212 of the Companies Act, 1956, are not
attached to the Balance Sheet as on 31st March, 2009. 15. ADDITIONAL INFORMATION
PURSUANT TO SECTION 217:
12. DIRECTORS’ RESPONSIBILITY a) Information as per Section 217 (2A) of the Companies
STATEMENT: Act, 1956, read with the Companies (Particulars of
Pursuant to the provisions of Section 217(2AA) of the Employees) Rules, 1975 is enclosed herewith by way of
Companies Act, 1956, the Directors hereby state: an Annexure.
a) That in the preparation of the Annual Accounts for b) Additional information pursuant to Section 217(1)(e)
the year ended 31st March, 2009, the applicable of the Companies Act, 1956, read with Companies
Accounting Standards have been followed; (Disclosure of Particulars) Rules, 1988 is enclosed
b) That the Directors have selected such accounting herewith by way of an Annexure.
policies and applied them consistently and made
judgments and estimates that are reasonable and
16. AUDITORS:
M/s. Sharp and Tannan hold the office as Auditors of your
prudent so as to give a true and fair view of the state of
Company till the conclusion of the forthcoming Annual
affairs of your Company at the end of the financial year
General Meeting and have expressed their willingness to
and of the profit of your Company for the year;
be reappointed. Their reappointment, if made, would be
c) That the Directors have taken proper and sufficient within the limits specified under section 224(1-B) of the
care for the maintenance of adequate accounting Companies Act, 1956. Members are requested to reappoint
records in accordance with the provisions of this Act them and fix their remuneration.
for safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities; 17. ACKNOWLEDGEMENT:
and Your Directors take this opportunity to place on record their
appreciation to the contribution made by the employees to
d) That the Directors have prepared the Annual Accounts
the working of the Company.
on a going concern basis.
Yours Directors also express gratitude to the customers,
13. DIRECTORS: suppliers, shareholders, banks, financiers and investors
Ms. Bhairavi Goswami and Dr. (Ms.) Kala Pant retire by for the confidence reposed in your Company and for their
rotation at the forthcoming Annual General Meeting, and
continued co-operation during the year under Report.

being eligible, offer themselves for re-appointment.
By Order of the Board of Directors
Place : Mumbai Vinit Kumar

Date : 27th April, 2009 Chairman & Managing Director
036
Company has incorporated
a Company by the name of
Temptation Foods International
Limited (“TFIL”), limited by shares,
in the British Virgin Islands of
which it will hold 100% of the
equity share capital as and
when TFIL issues its shares
037
Disclosures prescribed under the SEBI (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999:
a Options granted : 256,600
b Exercise price : Rs. 150/-
c Options vested : Nil
d Options exercised : Nil
e Total number of shares arising on exercise of options : Nil
f Options lapsed : Nil
g Variations in terms of options : None
h Money realised on exercise of options : Nil
i Total number of options in force : 256,600
j Options granted to senior management personnel : Name and Designation Number
of Options
(i) Mr. Vipin Chandok, President 10,000
– Mergers and Acquisitions &
New Initiatives
(ii) Mr. Nimish Thakore, President 15,000
– Corporate Affairs and
Company Secretary
(iii) Mr. Shyam Mahale – President 10,000
– Corporate Planning
(iv) Mr. Sridhar Sarathy – Business 30,000
Head – Everfresh
k Any other employee who during the year has been granted :
Number
options amounting to 5% or more of the options issued during Name and Designation
of Options
the year
Mr Swapnil Shaha - VP - Domestic
15,000
Sales & Dist.
l Employees who have been granted options equal to or exceeding : Nil
1% or more of the issued capital of the Company at the time of
the grant
m Diluted earnings per share considering the issue of shares on Rs. 20.98
:
exercise of options
Net Income after Taxes and
n Proforma Adjusted Net Income and Earnings per Share : before Extraordinary Expenses – as Rs. Mn. 552.15
Reported
Add: Intrinsic Value Compensation
Rs. Mn. 10.39
Cost
Less: Fair Value Compensation Cost Rs. Mn. 14.89
Differential Employee
Rs. Mn. 4.50
Compensation Cost
Adjusted Pro forma Net Income
Rs. Mn. 547.65
before Extraordinary Expenses
Net Income after Taxes and
after Extraordinary Expenses – as Rs. Mn. 526.96
Reported
Add: Intrinsic Value Compensation
Rs. Mn. 10.39
Cost
Less: Fair Value Compensation Cost Rs. Mn. 14.89
Differential Employee
Rs. Mn. 4.50
Compensation Cost
Adjusted Pro forma Net Income
Rs. Mn. 522.45
038 after Extraordinary Expenses
Basic Earnings Per Share after
Taxes and before Extraordinary
Expenses:
- As Reported Rs. 21.96
- Adjusted Pro- forma Rs. 21.78
Basic Earnings Per Share after
Taxes and after Extraordinary
Expenses:
Diluted Earnings Per Share after
Taxes and before Extraordinary
Expenses:
Diluted Earnings Per Share
after Taxes and Extraordinary
Expenses:
o Weighted average exercise price of Options granted during the :
year whose:
(a) Exercise price equals market price Not applicable
(b) Exercise Price is greater than market price Not applicable
(c) Exercise Price is less than the market price Rs. 150/-
Weighted average fair value of Options granted during the year
whose:
(a) Exercise price equals market price Not applicable
(b) Exercise Price is greater than market price Not applicable
(c) Exercise Price is less than the market price Rs. 200.83
P Description of the Method and the significant assumptions used : The fair value of the options granted has been
to estimate the fair value of the options: estimated using the Black-Scholes option pricing
model. Each tranche of the vesting has been
considered as a separate grant for the purpose of
valuation. The assumptions used in the estimation of
the same have been detailed below:
Weighted average values of the options granted
during the year:
i. Stock Price i. Rs. 289.65
ii. Volatility ii. 51.81%

iii Risk free rate iii. 9.14%
iv. Exercise Price iv. Rs. 150
v. Time to maturity v. 4.20 years
vi. Dividend yield vi. 0.00
039
Particulars of employees as per section 217(2a) of the Companies Act, 1956 read with the
Companies (particulars of employees) Rules, 1975 and forming part of the Directors’ Report
for the financial year ended 31st March, 2009
Name & Age (Years) Designation/ Nature of Remuneration Qualifications Experience Date of Last Employment
Nature Employment (Rupees) (Years) Commencement & Designation
of Duties of Employment
A. EMPLOYED FOR THROUGHOUT THE FINANCIAL YEAR AND IN RECEIPT OF REMUNERATION AGGREGATING RS. 24,00,000/- OR MORE PER ANNUM
1. Mr. Vinit Kumar Chairman & Contractual Rs. 4,867,786/- BE (Elct. & 19 26-10-2007 Reliance Industries Ltd
(44) Managing Comm.), MBA
Director
2. Mr. Vipin Chandok President – M&A Otherwise Rs. 3,226,077/- F.C.A., A.C.S., 28 01-04-2008 Orix Auto Finance(India)
(50) & New Initiatives LLB(G), B.Com Ltd. (Chief Financial
(Hons) Officer & Company
Secretary)
B. EMPLOYED FOR A PART OF THE FINANCIAL YEAR AND IN RECEIPT OF REMUNERATION AGGREGATING RS. 2,00,000/- OR MORE PER MONTH
1. Mr. Raj Halve President - Otherwise Rs. 2,025,003/- MMS & B.Com. 23 01-08-2008 BG Broadband India
(45) Brands (Chief Marketing &
Strategy Officer)
Information under section 217(1)(e) of the Companies Act, 1956 read with the Companies
(disclosure of the particulars in the report of the Board of Directors) Rules, 1988 and forming
part of the Directors’ Report for the year ended 31st March, 2009.
1 POWER AND FUEL CONSUMPTION
Sr. Year ended Year ended
Particulars
No. 31st March, 2009 31st March, 2008
1. Electricity:
a) Purchased units 7,999,361 2,067,507
Total Amount (Rs.) 46,911,070 10,177,013
Rate/Unit (Rs.) 5.86 4.92
b) Own Generation Through Diesel Generators:
Units 803,212 343,595
Units per Litre of Diesel Oil Cost/Unit 8.83 8.90
2. Coal Nil Nil
3. Light Diesel Oil:
Quantity (Litres) 1,743,771 1,173,969
Total Amount (Rs.) 72,272,137 40,176,560
Average Rate (Rs.) 41.45 34.22
4. Other/Internal Generation Nil Nil
2 CONSUMPTION PER UNIT OF PRODUCTION (MT)

Electricity (Units) 340.66 243.62
Diesel Oil (Litres) 74.26 28.79
3 TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATON

NIL
4 FOREIGN EXCHANGFE EARNINGS AND OUTGO

Particulars relating to foreign exchange earnings and outgo appear in Note No. 20 (g) and (f) respectively of Schedule Q, being
Notes forming part of the Accounts.
040
041
042
At the premiere of his Ninth Symphony, he had to
be turned round to see the tumultuous applause of
the audience. Slowly, tears trickled down his face,
since he could hear nothing.
043
044
Beethoven, the world’s greatest composer of classical western music was deaf. Perhaps
it is a testimony to his acute sense of loss (or is it loss of sense?), that the symphonies
he wrote when he became deaf still give untold pleasure to the millions who listen to
them.
Hearing is the most under-rated of our senses. While in listening to music, it is elevated,
in normal life, we take it for granted. Beethoven’s loss was particularly tragic as he
played music for people to hear, and when he himself could not hear, discrimination
became difficult. All of Beethoven’s musical compositions were “written” and it is
widely believed, that Beethoven, could “see” his music, or visualise it. He did use
ingenious ways to “listen” to his music. Beethoven used a special rod attached to the
soundboard on a piano that he would bite—the vibrations would then transfer from the
piano to his jaw and increase his “perception” of the sound.
Hearing is part of speaking. The capability of one without the other is
meaningless. It is Temptation betrayed by gratification.
Hearing elevates the senses, enlivens the mood and helps us connect to the world
around us. We hear people, animals, birds, and we can decipher their feelings even
without understanding their language. Hearing music is one of the most abstract
experiences where mere melodies, beats and incantations communicate sensations.
Hearing is the very essence of life. It is when you stop hearing the rhythmic beat of the
heart that you know life has ended, the orchestration has stopped. In some ways, may
be that was the music that Beethovan continued to hear even after he became deaf.
He heard the divine rhythm that required no ear and
therefore he succumbed to the temptation!
045
046
Industry Structure and Developments
Evolution of Global Food Demand
India is at an early stage in the evolution of food consumption patterns. Going forward, increase in demand is expected for
prepared meals, snacks and convenience foods. At the next stage, the demand for functional, organic and diet foods will
increase substantially. In future, the food consumption pattern of the burgeoning middle class is expected to change, thereby
significantly diversifying the mix of products being bought by the consumers.
Diet/functional/ North America,

Japan, Western Eurpoe,
organic foods
Australia
Convenience
foods Eastern Eurpoe
Snacks/prepared India, China

meals Latin America
Dairy, meat, egg,

sugar, processed
mass market
Carbohydrate Africa
staples (Sub-Saharan)
Surviving Mass Market Convenience Food Quality Hygiene High Technology

Service Snacking
Source : Rabobank Research
The Indian food market is estimated at over US$ 182 billion, processing industry ranks 5th in size. The food processing
and accounts for about two thirds of the total Indian retail industry accounts for 13% of the country’s exports and 6% of
market. Further, according to consultancy firm McKinsey & Co, total industrial investment. Food processing industry in India
the retail food sector in India is likely to grow from around US$ has a dominant position as it is twice the size of the 2nd largest
70 billion in 2008 to US$ 150 billion by 2025, accounting for a sector (banking) and much larger than all the others. The sector
large chunk of the world food industry, which would grow from is estimated to grow at a steady rate into the future and reach
US$ 175 billion to US$ 400 billion by 2025. Rs. 13.5 trillion in terms of total business by 2014-15. During
this period, there is expected to be a clear shift in the product
Food Processing Industry mix from primary processed food to value-added food. It is
Globally, the processed food industry is estimated to clock estimated that the level of processing and value addition will
business of around US$ 3.6 trillion. Only 6% of the processed improve by 2014-15. For instance in Foods and Vegetables
foods are traded across borders compared to 16% of major bulk sector, it is estimated that the processing will improve from
agricultural commodities. U.S.A., EU and Japan accounts for 1.4% in 2003-04 to 15% in 2014-15 with a 5% value addition.
over 60% of total retail processed food sales.
Currently the total business in the processed food segment
In processed foods, India’s share accounts for only 1.3% of accounts for Rs. 4,600 billion, making it the single largest
global volumes of F&V (2.3% in terms of value) and 15% of industry in India. Yet, the industry is at a basic level of
milk produced. Despite the low percentage volumes, the food processing with miniscule value addition. 047
Market Size of Industries in India Processing Level in Indian
(Rs. Billion, %) Food-Processing industry
40
Construction, 460, 4% 35
Processed Foods, 35
Telecom, 850, 7%
4600, 37%
30
26
Automobile, 25
1040, 9%
% Processig level
20
20
15
Pharma, 10
1125, 9% 6
5
2
0
Fruits & Milk Meat Poultry Marine
Vegetables Daiy Products Products
IT/ITES,
1790, 15% Source: Ministry of Food Processing; Annual Report 2006-07; IDBI Capital Market
Banking, Services
2300, 19%
Processed Foods Banking IT/ITES Pharma

Automobile Telecom Construction
Source: Ministry of Food Processing; Annual Report 2006-07;
IDBI Capital Market Services
Poor infrastructure for storage, marketing and distribution population residing in rural India, these markets are driving
of food products are some of the key reasons for low level volume growth as consumers shift their purchase preference
of processing. These constraints are serious because, they from unorganised and homemade to organised sectors.
contribute to the post harvest loss of 25% to 40% of the
FMCG spend in India is merely 7%-8% of the total consumer
country’s agricultural produce.
spend and less than 5% of the overall income. Expenditure on
Primary processing of agricultural produce stands at around food is the largest among all the FMCG segments as depicted in
40% in China, 30% in Thailand, 70% in Brazil and 80% in the pie-chart below
Malaysia. As compared to these countries, in India it accounts
for a meagre 20% with massive wastage. India is the second Expenditure mix in FMCG sector
largest producer of fruits (53 MMT) and vegetables (126 MMT). Grocery 4%
The installed capacity for processing of fruits and vegetables Others 8% Foods 39%
has gone up from 1.108 MMT in 1993 to 2.474 MMT in 2007.
However, the industry is still in nascent stage with secondary Transportation &
processing level of around 2.20% of total fruits and vegetables Communication
20%
produced, which is significantly lower as compared to U.S.A.
(80%), Australia (25%), and Germany (33%). India’s share in the
world trade of processed fruits and vegetables is still less than
1%. The government expects the processing in this sector to
grow to 25% of total produce by 2025.
Health
FMCG Industry Care 8%
In the midst of an economic slowdown, India is the victim of
apprehensions regarding decline in consumption expenditure.
In reality, while metros are witnessing 6-7% volume growth, Home
other tier 1 cities are registering growth rates at 10-12%, and Leisure & Improvement 4%
Entertainment 4%
rural markets are growing at 20%+. The reducing relevance Rent, Fuel & Power 13%
of FMCG spend to the overall consumption spend (just 7-8%
of the wallet share) insulates FMCG spends from any pressure Food Home Improvement Rent, Fuel & P ower
of spending cuts. The shift to premium products and brands Leisure & Entertainment Health Care
in personal care and rapidly growing packaged foods market Others Grocery Transportation & Communication
048 is driving value growth. On the other hand, with 610 million Source: Business World Marketing Whitebook
Marine Products
Marine business is a high volume and low margin business with average margins of around 5-6%. India is the third largest fish producer
in the world and second largest inland fish producer. Fish production has increased from 0.75 MMT in 1950-51 to 6.86 MMT in 2006-
07. Despite this, India exports only around 8% of its production. In 2005-06, its contribution to total GDP was around 1%. India’s
substantial fishery resources are underutilised, despite the huge potential to increase the output from this sector. Processing of fish into
canned and frozen forms is carried out entirely for export purpose.
Production and export of marine products

8 10%
8%
6
Volume (AMT)
6%
4
4%
2
2%
0 0%
FY51
FY61
FY71
FY81
FY91
FY01
FY02
FY03
FY04
FY05
FY06
FY07
Producton Export Export as a Percentage of production
Source: Ministry of Agriculture of India, IDBI Capital Market Services
Business Overview Competitive Strengths

Company Profile Locational Advantages
TFL, with its Individual Quick Freeze Technology, is at the Temptation Foods Ltd. currently uses 9 facilities across India
forefront of the Indian food processing industry. In operation to produce over 50 different types of products. Out of these
since 1991, TFL now is one of the largest organised sector, 9 facilities, 5 are outsourced, 1 is leased and 2 are owned.
publicly listed companies in the industry. Its impressive TFL sources its raw materials from across the country with the
product offerings include frozen Fruits & Vegetables, FMCG majority procured from North and West regions. The plants
food products like Conserves, Jams, Marmalade, Sauces, are located near the sources of raw materials. Recently, a KGK
Mayonnaise, Salad dressings, Honey and Marine Products. TFL plant was shifted to Nira, near existing plant at Jejuri to maintain
plans to use the acquisition route to enter the markets for edible operational synergies. Being closer to the source of raw material
oil, rice and ready-to-eat segments. is the biggest commercial benefit that TFL passes on to its
consumers. The locations of the plants and the sources of supply
are shown below.
049
TFL Plant Locations TFL’s Raw material supplying regions
Jallandhar (2 Plants) Punjab

Rudrapur (3 Plants)
Uttranchal
Karnal
Sonipat Delhi
Uttar Pradesh
Maharashtra
Andhara Pradesh
Jejuri
Vishakhapatnam
Fruits & Vegetables

Marine Products
Owned Plants Ready-to-eat
Leased Plants
Outsourced Plants
Brand Strategy
TFL offers branded food products across all of its product categories. It aims to extend its reach across all food categories and thus
acquire 15%-20% market share of Indian kitchen. As a part of its initiative to integrate with international markets, TFL follows a two-
pronged strategy –
1. Bringing top-quality International brands to the emerging Indian markets
2. Successfully marketing the Indian ethnic brands abroad
TFL has been investing in, and consolidating its brands. During the year, the Company took steps towards maturating its brands –
Everfresh and Karen Anand by adding to the product base while simultaneously increasing its distribution networks.
Product Rediline category

(play in broader category)
Extend existing brands in new categories
Launch India specific brands
Aggresively penetrate markets

Launch mass market brands Increase institutional sales
Low Value SKUs Price Points Reach Out of home market
050
Acquisition Strategy maintained throughout the year. TFL’s supply chain is very
TFL has been on an acquisition spree. Inorganic growth has robust which ensures that best quality product reaches to the
been the Company’s mainstay in terms of strategy. It aims at consumers through its retail outlets and modern trade formats.
further acquisitions in order to increase its market share, widen
Performance Review
its product base, and create value for its shareholders. At the
During the year 2008-09, the Company registered 164.44%
same time, it wishes to ensure that it acquires and owns the
increase in the total income from Rs. 329.48 crores in 2007-
brand rather than merely producing or distributing products
08 to Rs. 871.98 crores. The Company’s EBIDTA increased by
belonging to brands owned by others. It proposes acquisitions in
147.86% from Rs. 32.26 crores in 2007-08 to Rs. 79.96 crores in
India as well as abroad.
2008-09. The Company’s PAT also increased by 121.34% from
Supply Chain Rs. 23.81 crores in 2007-08 to Rs. 52.70 crores in 2008-09.
TFL tries to bridge the gap between the manufacturing of
Export Performance
product to the consumer off take by continuously trying to
During the year 2008-09, the Company made exports worth
improve and channelise effective supply chain management
Rs. 38.46 crores as against Rs. 30.51 crores in 2007-08, thus
with faster distribution network. Also, stringent quality norms
registering an increase of 26.06%. Exports thus constitute 4.42%
are followed for procurement and processing of fresh fruits
of the total revenues of the Company in FY 09.
and vegetables and then converting them into frozen fruits and
vegetables. Present Financial Status
Net Worth Rs. 255.05 crores
Procurement is done during the season and stored and sold
during non season periods. The products are transported by Current Ratio 2.92
refrigerated vans at (-) 18 C and minimal handling is ensured
0
Debt-Equity Ratio 0.43
till the depots so that the temperature of the product remains Stock Turnover Ratio 18.69 Times
intact. The Cold Chain (owned/leased) is made of state-of-art
Average Receivables Collection Period 69 days
technology to ensure that proper temperatures and quality is
051
SWOT Analysis
Strength Opportunities
Entrepreneur led, professionally managed and experienced Offering other value-added products under existing strong
management team brands such as Everfresh & Karen Anand
Strong Brand equity with wide variety of products Growth in the Indian retail space with a spurt in the
organised retail play by players like Big Bazaar, Reliance
Locational advantage, with close proximity to raw material
Fresh, Six Ten etc. has increased demand for packaged foods
sources, export points and domestic consumption centres
across income groups
Wide geographic coverage
Full integration of acquired companies/businesses will unlock
Large domestic and international customer base value in terms of economies of scale and group synergies
Strategic relationships with suppliers, customers and supply Favourable Government policies
chain vendors
Adaptation to new and improved systems and processes
Weakness Threats
Exports business exposes the Company to exchange risk Entry of major players into domestic market eg. Penguin
Over dependence on marine business Inability to manage properly the high growth volumes as well
as the acquisitions
Highly capital intensive business
High volatility in prices of commodities which are raw
materials for the Company
Food safety and product liability issues because Company’s

products are sold to various global chains
Domestic private label driving down margins and prices
052
Internal Control and increase in the percentage of women in the work force. It
The Company has adequate internal control procedures is a well known fact that rising urbanisation increases and rising
commensurate with the size and nature of its business. These per capita GDP within cities, provide companies with large
business control procedures ensure efficient use and protection economies of agglomeration for any business activity.
of the resources and also compliance with the policies,
Food production in India is expected to grow two-fold over the
procedures and statutory requirements. The internal control
next 10-years leaving immense scope for food processing sector.
systems provide for well documented guidelines, authorisation
Indian food processing industry is expected to grow at around
and approval procedures. During the year, the Company has set
20% CAGR, becoming Rs. 15 trillion industry by 2015. Ministry
up an independent Internal Audit Department, which reports
of Food Processing in its vision document 2015, has estimated
directly to the Managing Director. The Company also carries out
the size of food sector to triple, processing level of perishable
internal audit through an external agency. The prime objective
products to increase from 6% to 20% and India’s share in global
of such audit is to test the adequacy and effectiveness of all
food trade to increase from 1.5% to 3%.
internal controls laid down by the management and to suggest
improvements. The Indian food industry is mainly unorganised with 75% units
belonging to unorganised players. It has been identified that by
Human Resources
2014-15 a total of Rs. 910 billion investment will be required
The good performance of the Company requires a disciplined,
in the Indian food processing industry to meet the growing
focused work culture and demands an ongoing effort to sustain
demand for processed food. Research shows that the announced
an engaged workforce. During the year, significant resources
investments by the Indian government through their various
and efforts were devoted to people engagement initiatives
departments and agencies would only be to the tune of approx.
to support a performance driven culture and to enhance the
Rs. 60 billion. This huge gap between Investment Required vs.
passion for a higher level of productivity. To empower talent
Investment proposed creates an opportunity for the companies
and prepare its people with necessary skills, the Company
in the food processing domain for future growth.
continued to provide employees with appropriate access to
training and corresponding development plans including Driving growth in the food processing sector holds the key to
international exposures, where feasible. changing the labour intensive practices in the Indian agriculture
sector. Inefficient marketing systems are already being targeted.
The Company recruited a large number of employees at all
Policies are now promoting the participation of private
levels during the year. The Company plans to continue to
investors who would promote efficiency in food processing
institute internal climate surveys to fine tune the HR practices.
and agriculture marketing systems. These are just the initial
The Company works with a Key Responsibility Area based
stages of development and enhanced efficiencies by improving
review and recognition strategy that aligns efforts, while
productivity and investments, will be a source of power for the
rewarding results. An ESOP plan was instituted in 2008-09 and
food processing sector in the future. In other words, the two
256,600 options were issued to the employees of the Company.
sectors share a symbiotic relationship and changes to either will
The training needs of staff at various levels are periodically
impact the other.
assessed and training programmes are conducted using internal
resources and/or by engaging external trainers/facilities. The In this backdrop, the Government of India has a vision, strategy and
Company employed a total of 256 employees as on 31st March, action plan for the food processing sector. This strategy addresses
2009 spread over all its plants and at offices. issues of taxation, organised retail, infrastructure development,
marketing interventions and regulations, strengthening of
Outlook
institutions and issues of food safety and regulations. The Vision
India, with an arable land of 184 million hectares has an annual
2015 strategy released in 2003-04 envisages:
production of 90 Million Metric Tone (MMT) of milk (highest in
A three fold increase in the size of the processed food sector
the world), 179 MMT of fruits and vegetables (second largest),
to close to US$ 300 billion by 2015
204 MMT of food grains (third largest), and 6.3 MMT of fish
(third largest). Despite being one of the largest food producers, Increasing level of processing of perishables from 6% to 20%
India accounts for less than 1.5% of international food trade. Value addition to increase from 20% to 35%
Domestic demand in the industry is expected to rise with Increase share in global food trade from 1.5% to 3%
increasing per capita income, increased urbanisation, improved Increase the share of value added products in food
standard of living, changing lifestyle of burgeoning middle class, consumption from the current 16% to 50% 053
Government Initiatives Food Processing, National Horticulture Board (NHB) and state
The Indian government approved several food parks with an governments have launched schemes to incentivise investments
objective to transform the present supply driven farm sector in the food processing sector. These schemes are designed for
market into one that is market driven. This would help eliminate setting up new processing facilities, creating backward linkages
intermediaries. Also, integrated cold chain facilities are planned with farmers, infrastructure development, etc.
to be set up across the country so that there is no missing link Food processing industry has been given a 5% subsidy in
from farm to the retailer/consumer. The National Institute of exports
Food Technology, Entrepreneurship and Management (NIFTEM)
Comprehensive Food Safety Bill has been formulated to
is proposed to be set up with an investment of Rs. 245 crores.
enforce quality control measures for the benefit the organised
This institute will function as a knowledge centre for food
sector
processing. The Government has come up with plans and
‘Bharat Nirman’ project aimed at improving rural
mechanisms for financing support, strengthening of institutes at
infrastructure, reducing wastages and removing inefficiencies
central and state level with improvement of R&D in the sector.
in the “farm to consumer” chain
Various organisations such as Agricultural and Processed Food
GOI to grow marine exports to US$ 5 billion in 3 years
Products Export Development Authority (APEDA), Ministry of
Estimated investment in the Food Processing sector during 11th Five-Year plan - Rs. crores
I Scheme for Infrastructure Development 2,613.00
Food Park
Packaging Centre
Modernised Abattoirs
Integrated Cold Chain facilities
Irradiation facilities
Value added centres
II Scheme for Technology Up-gradation/Establishment/Modernisation of Food Processing Industries 600.00
III Scheme for Quality Assurance, Codex standards and R&D 250.00
Food safety and quality assurance mechanism
Strengthening Codex cell
Continuous R&D
Setting up/upgradation of quality control laboratories
Promotional activities such as participation in exhibition/fairs/supporting seminars/workshops/
studies and surveys
Generic advertisement
Preparation of short films and publicity material for different events
IV Scheme for Human Resource Development 65.00
Setting up of Food Processing Training Centres (FPTC)
Imparting training to update skills
Entrepreneurship Development Programme (EDP)
Facilitating Universities/Institutions for running degree/diploma courses
V Scheme for strengthening of institutions 325.00
Setting up of NIFTEM
Strengthening of PPRC
Strengthening of State Nodal Agencies
Setting up of Wine Board and Meat and Poultry Processing Board
Meeting expenditure of pay and allowances for Plan posts
Information technology
VI Scheme for Upgradation of Quality of Street Foods 178.00

Food Street
Street Food
Total 4,031.00
054
Source: Annual Report (2007-08) of Ministry of Food Processing Industries
Risk Review
1

Economic Downturn
The slowing global economy has impacted the Indian
economy as well. A slowdown in the economic growth
4

Dependence on Supply Chain
Management
The success of food processing business is dependent
in India could cause the business of the Company on supply chain management as inefficiencies could
to suffer. The performance and the growth of the lead to unavailability of raw materials. It is critical to
Company’s business are necessarily dependent on the identify vendors who shall provide quality products in
overall health of the Indian economy. proper time. This criticality increases especially in case
of perishable commodities.
Mitigation
The Company has a wide portfolio of products under Mitigation
each of its brands. It is planning 4 more acquisitions to TFL has tried to keep optimum inventory at their
widen its product base and extend its global reach. factories in order to control its working capital
requirements. Food items require efficient supply
chain management as this involves items which are
2
perishable or have limited shelf life. For some of
its products TFL also outsources the supply chain
management to third party sources.
Incorrect Demand Forecasting
Some of TFL’s products are seasonal. So TFL has to
5
buy raw materials in anticipation of demand for the
same. This requires accurate demand forecasting. Any
mismatch between forecast and actual demand could
lead to excess inventories. Geo political Risks
Mitigation TFL’s ability to counter international competition for
In case of any excess inventory, some products are sold all or specific products could be adversely affected if
either at a discount or are disposed off. any country or countries propagate their goods more
effectively than we can.
Mitigation
3
TFL is striving to diversify its products as well
as focusing on more than one market for its
Forex Risk
products and keeps a close watch on any such
changes taking place.
TFL is exposed to foreign currency risk as some portion
of the revenue is derived from exports.
Mitigation
As a business policy, TFL strives to bill the exports
in Indian Rupees to avoid or reduce the exposure to
foreign currency risk.
055
056
Preface
Your Company endeavours to strengthen the Corporate Governance prevalent and practiced by the Company with the passage of time,
even going beyond what is required statutorily, treating the statutory requirements as the minimum requirement.
The objective is to be a well managed Corporate Governed Company working in the interest of its shareholders, investors and other
constituents.
A. Mandatory Requirements:
1. Company’s Philosophy on Code of Governance:
Your Company is fully committed to the principles of transparency, integrity and accountability in all spheres of its operations
and has been practicing the principles of good corporate governance. In keeping with this commitment, your Company has
been upholding fair and ethical business and corporate practices and transparency in its dealings and continuously endeavours
to review, strengthen and upgrade its systems and processes so as to bring in transparency and efficiency in its various business
segments.
2. Board of Directors and Board Meetings:

The Board is headed by Mr. Vinit Kumar, who is the Chairman & Managing Director. The Board is composed of eminent
persons with considerable professional experience in diverse fields. With the exception of Mr. Vinit Kumar, who is non-
independent, all the other Directors are Independent and Non-Executive.
The details of the Board of Directors as on the date and the meetings attended by them are as under:-
Name of the Category No. of Board Meeting Attendance No. of No. of Remarks
Director of Director-ship held during the year at the other Committees
during his/her tenure as last AGM Director- of which
Director and number of ships as held Member
Board Meetings attended
Held Attended
Mr. Vinit Kumar Non- Independent 6 6 Yes 2 - -
& Executive
Director
Dr. (Ms.) Independent 6 6 Yes 3 7 -
Kala Pant & Non-Executive
Mr. R.V. Joshi Independent 6 6 Yes 2 6 -
& Non-Executive
Mr. E. David Independe nt 6 1 No - - -
Ellington & Non-Executive
Mr. G. Independent 6 5 Yes 13 3 -
Ramachandran & Non-Executive
Ms. Elizabeth Independent 6 2 No 2 3 -
Harrington & Non-Executive
Ms. Bhairavi Independent 6 5 Yes 1 3 -
Goswami & Non-Executive
During the year under review, 6 (Six Board Meetings were held, the dates being: 5th April, 2008, 12th May, 2008, 29th July,
2008, 9th September, 2008, 31st October, 2008, and 28th January, 2009.
057
3. Meetings of Committees of Directors:
(a) Audit Committee:
The Audit Committee of the Company was constituted and made functional w.e.f. 6th January, 2006. The Audit
Committee at present comprises of the following four non-executive directors:
i) Dr. (Ms.) Kala Pant, Chairperson
ii) Mr. G. Ramachandran
iii) Mr. R. V. Joshi
iv) Ms. Bhairavi Goswami
The role and terms of reference of the Audit Committee briefly include review of internal Audit Reports and the Statutory
Auditors’ Report on the financial statements, general interaction with the internal Auditors and statutory Auditors, selection
and establishment of accounting policies, review of financial statements, both quarterly and annual before submission to
the Board, review of Management discussion and analysis of financial condition and results of operations and review of
performance of statutory and internal auditors and adequacy of internal control systems and other matters specified under
Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.
The Audit Committee Meetings held during the year and attendance thereat is as below:
Date of the Meetings No. of Directors in the Committee Directors Present

5th April, 2008 4 4
29 July, 2008
th
4 4
9th September, 2008 4 3
31st October, 2008 4 3
28th January, 2009 4 4
(b) Remuneration/Compensation Committee: ceiling of 1% of the Net Profits of the

The Remuneration/Compensation Committee was Company as computed under the applicable
constituted on 6th May, 2006. provisions of the Companies Act, 1956.
The terms of reference of the Committee are: v) To recommend to the Board ESOS for the
Employees of the Company.
i) To recommend to the Board the remuneration
package of Managing Director and other The Committee is composed of the following
working Directors. Directors:

G. Ramachandran, Chairman
ii) To recommend to the Board annual
Dr. (Ms.) Kala Pant
increments and commission payable to the
E. David Ellington
working Directors, after reviewing their
performance and overall financial position of The Remuneration/Compensation Committee
the Company. Meetings held during the year and attendance

thereat is as below:
iii) To recommend to the Board Sitting Fees
payable to the Directors for attending the Date of the No. of Directors
Meeting Directors Present
Meetings of the Board of Directors and
in the
Committees formed thereof. Committee
iv) To recommend to the Board at appropriate 29th July, 2008 3 3
time the mode and means like payment of 28th January, 3 2
Commission, of remunerating Non-Executive/ 2009
Non working Directors within the overall
058
Details of payments made to the Directors during the year, by way of (a) sitting fees for attending the meetings of the
Board of Directors and of the Committees and (b) professional fees for services rendered to the Company and warrants
allotted and held, are as below:
Director Sitting Fees for attending the Meetings of: (Rs.) Salary (Rs.) Number
of
Board of Audit Share Remuneration Corporate Special Warrants
Directors Committee Transfer & Committee Governance Share allotted
Investors’ Committee Allotment during the
Grievances committee year and
Committee held as on
March 31,
2009
Mr. Vinit - - - - - - 48,67,786 -
Kumar
Dr. (Ms.) 30,000 25,000 5,000 10,000 - 6,000 - 20,000
Kala Pant
Mr. R.V. 30,000 25,000 5,000 - 10,000 1,000 - 20,000
Joshi
Mr. G. 25,000 20,000 - 10,000 10,000 - - 50,000
Ramchandran
Ms. Elizabeth 10.000 - - - - - - 20,000
Harrington
E. David 5,000 - - - 5,000 - - 20,000
Ellington
Ms. Bhairavi 25.000 20,000 5,000 - - 6,000 - 20,000
Goswami
(c) Share Transfer & Investors’ Grievance The status of Investors’ complaints for the year is
Committee: as under:
The Share Transfer & Investors’ Grievance
Complaints Complaints Complaints Complaints
Committee was constituted and made functional at the received resolved at the end of
w.e.f. 6th January, 2006. The Committee comprises beginning of during the during the the year
of the following 3 non Executive Directors: the year year year
i) Dr. (Ms.) Kala Pant, Chairperson 4 85 86 3
ii) Mr. R.V. Joshi
iii) Ms. Bhairavi Goswami (d) Corporate Governance Committee:
The Corporate Governance Committee was
This Committee (i) approves and monitors
constituted on 6th May, 2006, to monitor the
transfers, transmission, splitting and consolidation
implementation of the Corporate Governance
of securities and issue of duplicate Certificates by
norms under Clause 49 of the Listing Agreement
the Company, (ii) looks into various issues relating
entered into with the Bombay Stock Exchange Ltd.
to shareholders, including redressel of complaints
from shareholders relating to transfer of shares, The following Directors are the members of the
non-receipt of Balance Sheets, Dividends, etc. Committee:
and (iii) carries out the functions envisaged under (i) Mr. G. Ramachandran;
the Code of Conduct for Prevention of Insider (ii) Mr. E. David Ellington; and
Trading in terms of Regulation 12(1) of the SEBI (iii) Mr. R. V. Joshi
(Prohibition of Insider Trading) Regulations, 1992.
Mr. G. Ramachandran is the Chairman of the
The Share Transfer & Investors’ Grievances Committee.
Committee Meetings held during the year and
The Committee is to meet twice during the year.
attendance thereat is as below:
The Meetings of the Committee held during the
Date of the No. of Directors year and attendance thereat is as below:
Meeting Directors Present Date of the No. of Directors
in the Meeting Directors Present
Committee in the
5th April, 2008 3 3 Committee
12 May, 2008
th
3 3 29th July, 2008 3 3
29 July, 2008
th
3 3 28th January, 2009 3 2
31st October, 2008 3 3
28th January, 2009 3 3
059
(e) Borrowing Committee: Mr. Vinit Kumar is the Chairman of the Committee.
The Borrowing Committee was constituted on 12th The quorum of the meeting shall be two Directors.
May, 2008, under section 292 of the Companies The Meetings of the Committee held during the
Act, 1956, and was delegated powers to borrow year and attendance thereat is as below:
moneys, otherwise than on debentures, up to a
Date of the No. of Directors
total amount of Rs. 1,000 crores (Rs. One Thousand
Meeting Directors Present
crores Only) outstanding at any one time.
in the
The following Directors are the members of the Committee
Committee:
17th July, 2008 3 3
(i) Mr. Vinit Kumar
26th March, 2009 3 3
(ii) Dr. (Ms.) Kala Pant and
28th March, 2009 3 3
(iii) Ms. Bhairavi Goswami
4. General Body Meetings:

(a) Dates and location of the last three Annual General Meetings and passing of Special Resolutions thereat:
Sr. Date Location Time Special Resolution
No. Passed (Yes/No)
i) 12th May, 2008 Hotel Hilton Towers, Nariman Point, Mumbai 400021 11.30 a.m. Yes
ii) 18th June, 2007 Hotel Hilton Towers, Nariman Point, Mumbai 400021 11.00 a.m. Yes
iii) 05th August, 2006 Seminar Room, 31st Floor, Center 1 Building, World 11.00 a.m. Yes
Trade Center Complex, Cuffe Parade, Mumbai-400 005
(b) Whether any Special Resolution passed last year through
postal ballot - details of voting pattern : No
(c) Person who conducted the postal ballot exercise : Not Applicable
(d) Whether any Special Resolution is proposed to
be conducted through postal ballot : No
(e) Procedure for postal ballot : Not Applicable
5. Chief Executive Officer/Chief Financial Officer in the matter. The final order of SEBI is awaited.
Certification: Apart from the above, there were no penalties,
Mr. Vinit Kumar, Chairman and Managing Director, strictures imposed on the Company by the
as the Chief Executive Officer of the Company has Stock Exchanges or SEBI or any Statutory
issued necessary certificate pursuant to the provisions Authority or any matter relating to capital
of Clause 49 of the Listing Agreement with the markets during the last three years;
Bombay Stock Exchange and the same is annexed to (c) In preparation of financial statements, no
and forms part of the Annual Report. treatment materially different from that
The Company did not have a Chief Financial Officer prescribed in accounting standard had been
during the year. The Chief Executive Officer overseas followed;
the finance function. (d) The Company has initiated the process of
adopting and implementing risk management
6. Other Disclosures:
system and procedure in respect of its business,
(a) There were no materially significant
which will be endeavored to be completed
transactions made by the Company with
during the financial year 2009-10;
its Promoters, Directors, Relatives or the
(e) Presently the Company does not have a
Management which have potential conflict
Whistle Blower Policy. However, no person of
with the interest of the Company at large;
the Company has been denied access to the
(b) SEBI passed an exparte ad interim order on
Audit Committee; and
16th February, 2009, directing the Company
(f) The Company has complied with all the
and Mr. Vinit Kumar to cease and desist with
Mandatory Requirements, other than Risk
immediate effect from publishing or causing to
Management System. As regards non-
publish, reporting or causing to report, circulate
mandatory requirements, the extent of
or cause to circulate in any manner any false
compliance has been stated in this Report.
or misleading information relating to dealings
in the shares of Kohinoor Foods Limited in the 7. Means of Communication:
manner set out in the order until further orders. (a) Half yearly/Quarterly Results:
The Company has filed objections against the Half yearly/Quarterly results are not sent
order with SEBI, who also heard the Company to each household of shareholders, but are
060
submitted to Stock Exchange and are published in one national English newspaper and in one regional language
newspaper (of the place where the registered office of the Company is situated).
(b) Website:
The quarterly results are displayed on the website of the Company.
(c) Presentation to Institutional Investors or Analysists:
One presentation was made to Institutional Investors or to Analysts during the year under review.
(d) Management Discussion & Analysis Report (MD&AR)
The MD&AR is a part of the Annual Report.
8. General Shareholder Information:

(a) AGM: Date, time and venue:
18th Annual General Meeting will be held on Friday, 10th August, 2009 at 11.30 A.M. at the World Trade Centre,
Cuffe Parade, Mumbai.
(b) Financial calendar (tentative):
Unaudited Financial Results reporting for the quarter
ending 30th June, 2009 : End July 2009
ending 30th September, 2009 : End October 2009
ending 31st December, 2009 : End January 2010
Unaudited Financial Results reporting for the year
ending 31st March, 2010 : End April 2010
Annual General Meeting for the
year ending 31st March, 2010 : On or before 24th August, 2010
(c) Book closure period : From Monday, 3rd August, 2009 to
Monday, 10th August, 2009 (both days inclusive).
(d) Dividend payment date : Not applicable since the Company has not
declared any dividend.
(e) Listing on Stock Exchange : Currently, the Company’s Company’s shares
are listed at The Bombay Stock Exchange Ltd.
Annual Listing Fees for the year 2009-10 have
been paid to the Bombay Stock Exchange Ltd.
(f) BSE Stock Code : 519228
(g) ISIN Number : INE244I01019
(h) Market Price Data & Price Performance
in Comparison to BSE Sensex :
Month High (Rs.) Low (Rs.) Comparison with BSE Sensex
Sensex Change - % Company’s Share
Price Change - %
April 2008 234.55 160.00 9.61 31.22
May, 2008 227.00 201.00 -6.52 -6.75
June, 2008 350.00 204.50 -18.86 52.27
July, 2008 349.00 280.15 6.50 -0.07
August, 2008 314.00 280.00 3.56 -5.19
September, 2008 300.00 235.00 -10.77 -5.91
October, 2008 280.00 158.35 -24.75 -13.96
November, 2008 264.75 169.65 -10.94 -6.59
December, 2008 210.00 121.05 5.29 -18.10
January, 2009 168.00 112.00 -5.68 -26.30
February, 2009 122.00 34.15 -5.04 -72.00
March, 2009 32.45 18.85 -0.07 -9.55
The Company’s shares are listed only on the Bombay Stock Exchange.
061
(i) Registrar & Share Transfer Agents:
M/s. Purva Sharegistry (India) Pvt. Ltd., the Company’s Registrar and Share Transfer Agents (R&TA), handle the entire share
registry work. Accordingly, all documents, transfer deeds, demat requests and other communication in relation thereto
should be addressed to the R&TA at the following office:
M/s. Purva Sharegistry (India) Pvt. Ltd.,
33, Printing House, 28-D, Police Court Line, Behind Old Handloom House, Fort,
Mumbai – 400 001.
Tel. : 23010771, 23016761 & 23018261
Fax : 23016761
E-Mail : purvashr@mtnl.net.in
(j) Share Transfer System:

Share transfers in physical form are registered and returned within the stipulated time period from the date of receipt in
case documents are complete in all respects.
Share transfers in dematerialised form are effected as per the prescribed procedure within the stipulated time.
(k) (i) Distribution of Shareholding as on 31st March, 2009
Number of Shares No. of share-holders No. of shares held % to Total Shares

Up to 500 1,668 243,757 0.97
501 – 1,000 153 129,522 0.52
1,001 - 2,000 84 130,143 0.52
2,001 - 3,000 28 74,638 0.30
3,001 - 4,000 23 79,398 0.32
4,001 - 5,000 29 137,887 0.55
5,001 - 10,000 36 275,042 1.09
10,00 & above 85 24,071,716 95.73
Total 2,106 25,142,100 100.00
(ii) Shareholding Pattern as on 31st March, 2009

Category No. of Shares %
Promoter Group* 4.572,662 18.19
Foreign Institutional Investors 9.587,490 38.13
Foreign Corporate Bodies 2,625,000 10.44
Indian Mutual Funds 10,833 0.04
Non Resident Indians 12,468 0.05
Indian Public (Including Bodies Corporate) 8,333,647 33.15
Total 25,142,100 100.00
*Promoter Group comprises of Venture Business Advisors Pvt. Ltd.
(l) Dematerialisation of Shares & Liquidity:
24,953,600 shares representing 99.25% of the share capital of the Company have been dematerialised as on March 31,
2009.
The average monthly volume of shares traded on the Bombay Stock Exchange during 2008-09 was 99,207, with the
highest being 37,46,476 shares on 19th March, 2009 and the lowest 270 shares on 24th November,2008.
(m) Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity:
As on 31st March, 2009:
(i) 7,000,000 warrants allotted to NRI Tax Services.com Private Limited, 150,000 warrants allotted to the six independent
and non-executive Directors and 150,000 warrants allotted to four business associates of the Company, on
preferential basis, are outstanding. Each warrant shall entitle the holder thereof to apply for one fully paid up equity
share of your Company within 18 months of the allotment of the warrant. The issue price of Rs. 200/- per warrant and
the conversion price of Rs. 200/- per share are in compliance with the applicable SEBI guidelines; and
062
(ii) 256,600 share options allotted to the employees of the Company during the year under the Employees’ Stock Option
Scheme of the Company are outstanding. The exercise price is Rs. 150 per share. The options shall vest as per the
vesting schedule over a period of four years from the date of the grant, based on passage of time as well as evaluation
of the performance every year of the grantees. The options many be exercised and converted into the equivalent
number of shares of the Company after twelve months from the date of each vesting.
Assuming conversion of the warrants and options in full, the number of outstanding equity shares of the Company will
go up from 25,142,100 to 32,698,700 shares.
(n) Plant Locations:

Owned:
(i) Plot No. C-2, MIDC, Jejuri,
Taluka Purandar, Dist. Pune-412 302.
Tel. 91-2115-253372/253610/254166
Fax. 91-2115-253610
(ii) Village & Post Office Rathdhana,

Sonipat Jatheri Road, Sonipat (Haryana) – 131 001.
Tel. 91-130-3290430
Fax. 91-130-2325312
Leased:
C/o ANS Agro Industries Ltd.
136, K.M.Stone, G.T.Road, Village & Post Office Shamgarh,
Karnal (Haryana) – 132 116.
Tel. 91-1745-244226 / 91-1745-244227
Fax. 91-1745-244226
(o) Address for Correspondence:

All communications to be addressed to the Company’s registered office situated at 4, Unity House, 8, Mama Parmanand
Marg, Opera House, Mumbai-400 004.
B. Non-Mandatory Requirements
1. (a) At present the Chairman does not maintain his independent office.
Therefore, the question of reimbursement of expenses does not arise.
(b) None of the independent Directors have a tenure exceeding in aggregate for a period of 9 years on the Board of the
Company.
2. For Remuneration Committee, please refer to para 3(b) of this Report.
3. As the Company’s quarterly and half-yearly results are published in English newspaper having circulation all over India and in
Marathi newspaper having circulation in Mumbai, the same are not sent to the shareholders of the Company.
4. Auditors’ qualifications have been dealt with in the Notes on Accounts and Directors’ Report.
5. Presently the Company does not have training programme for its Board Members.
6. Presently the Company does not have mechanism for evaluating non-executive Board Members.
7. Presently the Company does not have a Whistle Blower Policy.
On behalf of the Board of Directors
Place : Mumbai Vinit Kumar

Dated : 27th April, 2009 Chairman & Managing Director
063
CEO’s Certification
To
The Board of Directors of
4, Unity House, 8 Mama Parmanand Marg
Opera House
Mumbai - 400 004
Dear Sirs/Madam,
Sub: CEO Certification as required under sub-clause V of Clause 49 of the Listing Agreement with Bombay
Stock Exchange
I, Vinit Kumar, in my capacity as Managing Director of the Company, hereby certify as regards the accounts of the
Company for the financial year ended on 31st March, 2009, the Balance Sheet as at that date, the Profit & Loss Account
for the year ended on that date and the Cash Flow Statement for the year ended on that date, as under:
(a) I have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge
and belief
i) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
(b) There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year
which are fraudulent, illegal or violative of the Company’s code of conduct.
(c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that I have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and I have
disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls,
if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies.
(d) I have indicated to the auditors and the Audit Committee:
i) significant changes in internal control over financial reporting during the year;
ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to
the financial statements; and
iii) instances of significant fraud of which I have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the Company’s internal control system over financial
reporting.
Vinit Kumar
Chairman & Managing Director
Place : Mumbai,
Date : 27th April, 2009
064
Auditors’ Certificate on compliance of Corporate
Governance under Clause 49 of the Listing Agreement
To the Members of Temptation Foods Limited,
We have examined the compliance of conditions of corporate governance by Temptation Foods Limited for the year
ended 31st March, 2009, as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchange of
India.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination
was limited to procedure and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of
the Company.
In our opinion and to the best of our information and according to the explanation given to us, we certify that the
Company has complied with the condition of Corporate Governance as stipulated in the above mentioned Listing
Agreement except, with regard to the following:
Clause 49: The certification required to be made by the Chief Financial Officer as the Company does not have a Chief
Financial Officer.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.
For Sharp & Tannan

Chartered Accountants
By the hand of
Edwin P Augustine
Partner
Place : Mumbai, (Membership No. 43385)
DECLARATION – COMPLIANCE WITH THE CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its Directors and Senior Management Personnel.
The code of Conduct is available on the website of the Company.
In accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange, I, Vinit Kumar, Chairman
and Managing Director of the Company, hereby declare that the Directors and Senior Management Personnel of the
Company have affirmed compliance with the said Code of Conduct for the year ended 31st March, 2009.
For Temptation Foods Limited
Vinit Kumar
Chairman & Managing Director
Place : Mumbai,
065
Auditors Report
To the Members of Temptation Foods Limited
We have audited the attached Balance Sheet of Temptation Foods Limited, as at 31st March, 2009, the Profit and Loss
Account and also the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In accordance with provisions of section 227 of the Companies Act, 1956, we report that:
1. As required by the Companies (Auditors’ Report) Order, 2003 as amended by the Companies (Auditors’ Report)
(Amendment) Order, 2004 (“the Order”) issued by the Central Government of India in terms of Section 227 (4A) of
the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of
the said Order.
2. Further to our comments in the Annexure referred to above, we report that:
i) We have obtained all information and explanations, which, to the best of our knowledge and belief were
necessary for the purposes of our audit;
ii) In our opinion, proper books of account as required by law have been kept by the Company, so far as it appears
from our examination of these books;
iii) The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report are in
agreement with the books of account;
iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report
comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,
1956;
v) On the basis of the written representations received from the directors of the Company as on 31st March, 2009
and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st
March, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the
Companies Act, 1956;
066
vi) Attention is invited to note no. 2(b) of Schedule Q - Notes to the Accounts concerning the accounting for capital
reserve on arising on acquisition of ‘Karen Anand’ brand and business for Rs. 63,916,215.
vii) Attention is invited to note no. 12 of Schedule Q – Notes to the Accounts pertaining to extra-ordinary loss on
sale of shares of Kohinoor Foods Limited Rs. 25,191,443.
viii) In our opinion, and to the best of our information and according to the explanations given to us, the said
accounts, read together with the Significant Accounting Policies and the Notes on Accounts appearing in
Schedule Q and Schedule R respectively, give the information required by the Companies Act, 1956, in the
manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India:
a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009;
b) In the case of the Profit and Loss Account, of the profit for the year ended on that date; and
c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
For Sharp & Tannan

By the hand of
Edwin P Augustine
Partner
067
Annexere
to the Auditors’ Report
(Referred to in paragraph 1 of report of even date 3 of our Report of even date)
i) a) The Company is maintaining proper records to show full particulars, including quantitative details and situation
of all fixed assets.
b) As per explanation given to us, these fixed assets have been physically verified by the management, in
accordance with a phased programme of verification, which in our opinion, is reasonable, considering the size
of the Company and nature of its assets. The frequency of physical verification is reasonable and no material
discrepancies were noticed on such verification.
c) None of the fixed assets disposed off during the year affect the going concern status of the Company.
ii) a) As explained to us, the inventories have been physically verified by the management at reasonable intervals
during the year. In our opinion, the frequency of such verification is reasonable.
b) As per information given to us, the procedures of physical verification of inventory followed by management
are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its
business.
c) The Company is maintaining proper records of inventory. The discrepancies between the physical stocks and
the book stocks, which were not material, have been properly dealt with in the books of accounts.
iii) a) The Company has not granted any loans, secured and unsecured, to companies, firms or other parties listed in
the register under section 301 of the of the Companies Act, 1956. Accordingly, clauses 4 (iii) (b) to 4(iii) (d) of
the order are not applicable to the Company.
b) The Company has not taken any loans, secured and unsecured, from companies, firms or other parties listed in
the register under section 301 of the of the Companies Act, 1956. Accordingly, clauses 4 (iii) (f) to 4(iii) (g) of the
order are not applicable to the Company.
iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control
procedures commensurate with the size of the Company and nature of its business, for the purchase of inventory
and fixed assets and for the sale of goods and services. According to the information and explanations given to us,
we have neither come across nor had been informed of any continuing failure to correct major weaknesses in the
aforesaid internal control systems.
v) a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts
or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act,
1956 have been so entered.
b) In our opinion and according to the information and explanations given to us, the transactions made in
pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies
Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year, have been made
at prices which are reasonable having regards to the prevailing market prices at the relevant time.
vi) During the year, the Company has neither accepted nor renewed any deposits from the public under the provisions
of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and hence the directives issued
by the Reserve Bank of India and the rules framed there under, do not apply to the Company. According to the
information and explanations given to us, no order has been passed by the Company Law board, or National
Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.
vii) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its
business.
viii) According to the information and explanations given to us, the Central Government has not prescribed maintenance
of cost records under Section 209 (1) (d) of the Companies Act, 1956, for any of the products manufactured by the
Company.
ix) a) According to the information and explanations given to us and on the basis of our examination of the books of
account, the Company has been generally regular in depositing undisputed statutory dues including provident
fund, investor education and protection fund, employees state insurance, tax deducted at source, sales tax,
wealth tax, service tax, vat, cess and other statutory dues as applicable with the appropriate authorities.
068
Annexere
to the Auditors’ Report (Contd.)
According to the information and explanations given to us, no undisputed statutory dues were in arrears
outstanding as at 31st March, 2009 for a period of more than six months from the date they became payable
except the following:
Name of the Statute Nature of Dues Amount (Rs.) Period to which

amount relates
Income Tax Act, 1961 Tax deducted at source 2,618,169 2008-09
Income Tax Act, 1961 Advance Income Tax 31,628,611 2008-09
Income Tax Act, 1961 Advance Fringe 765,729 2008-09
Benefits Tax
b) According to the information and explanations given to us, no disputed amounts payable in respect of provident
fund, investor education and protection fund, income tax, wealth tax, custom duty and other statutory dues were
outstanding, at 31 March, 2009, for a period of more than six months from the date they became payable.
x) The Company has no accumulated losses as at 31st March, 2009 and has not incurred any cash losses in the
financial year ended on that date or in the immediately preceding financial year.
xi) During the year the Company has not taken any loans from any financial institution or bank, and has not issued any
debenture.
xii) We are of the opinion that the Company has maintained adequate records where the Company has granted loans
and advances on the basis of security by way of pledge of shares, debentures and other securities.
xiii) The Company is not a Chit fund, Nidhi/Mutual Benefit fund/society and, hence, the provisions of clause 4 (xiii) of the
Order are not presently applicable to the Company.
xiv) In our opinion and according to the information and explanation given to us, the Company is not dealing or trading
in shares, securities and other investments.
xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.
xvi) The provision of clause 4 (xvi) of the Order is not presently applicable to the Company since it has not taken any
term loans during the financial year.
xvii) According to the information and explanations given to us, and on overall examination of the balance sheet of the
Company, no funds raised on short-term basis have been used for long-term investments.
xviii) During the year, the Company has not made preferential allotment of shares to parties or companies to be covered in
the register maintained under Section 301 of the Companies Act, 1956.
xix) During the financial year, the Company has not issued any debentures. Hence in our opinion, the provision of
clause 4 (xix) of the Order is not presently applicable to the Company.
xx) The Company has not raised any money by public issues during the year. Accordingly the provision of clause 4 (xx)
of the Order is not presently applicable to the Company.
xxi) During the course of our examination of the books of account and records of the Company carried out in
accordance with the generally accepted auditing practices in India, we have not come across any instance of
fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the
management.
For Sharp & Tannan

By the hand of
Edwin P Augustine
Partner
069
balance sheet
as at 31st March, 2009
Rs.
Particulars Schedule As at 31st March 2009 As at 31st March 2008
SOURCES OF FUNDS
Shareholders’ Funds :
Share Capital A 251,421,000 251,421,000
Reserves and Surplus B 2,153,061,465 2,404,482,465 1,575,573,761 1,826,994,761
Share / Convertible Warrants C 146,000,000 204,562,500
Application Monies
Loan Funds :
Secured D 1,018,332,844 2,383,067
Unsecured E 68,814,749 1,087,147,593 368,870 2,751,937
Total 3,637,630,058 2,034,309,198

APPLICATION OF FUNDS
Fixed Assets : F
Gross Block 1,185,048,014 857,367,898
Less : Depreciation and Amortisation 232,854,962 144,418,916
Net Block 952,193,052 712,948,982
Capital Work in Progress 32,585,630 984,778,682 12,828,254 725,777,236
Investments : G 280,983,859 1,855,000
Deferred Tax Assets : 42,633,553 1,355,746

(Refer Note No. 18 of Schedule Q)
Current Assets, Loans and Advances : H

i) Inventories 600,661,093 330,172,635
ii) Sundry Debtors 2,593,567,557 703,189,022
iii) Cash and Bank Balances 13,822,100 12,880,752
iv) Loans and Advances 331,999,050 610,480,031
3,540,049,800 1,656,722,440
Less : Current Liabilities and I
Provisions
i) Current Liabilities 1,136,467,077 311,317,384
ii) Provisions 74,348,759 40,083,840
1,210,815,836 351,401,224
Net Current Assets 2,329,233,964 1,305,321,216
Total 3,637,630,058 2,034,309,198
Significant Accounting Policies P
Notes to the Accounts Q
The schedules referred to above and the notes attached form an integral part of the accounts.
As per our attached report of even date For and on behalf of the Board of Directors of
For SHARP & TANNAN TEMPTATION FOODS LIMITED
EDWIN P AUGUSTINE VINIT KUMAR Dr. (Ms.) KALA PANT

Partner Chairman & Managing Director Director
Membership No. 43385
Mumbai NIMISH THAKORE
070 Dated : 27th April, 2009 President Corporate Affairs & Company Secretary
profit & loss account
FOR THE YEAR ENDED 31st March, 2009
Rs.
Particulars Schedule 2008-09 2007-08
INCOME
Sales 8,700,740,780 3,280,476,682
Other Income J 19,065,767 14,304,290
8,719,806,547 3,294,780,972
EXPENDITURE
Manufacturing Expenses K 7,849,548,398 3,028,461,215
Decrease / (Increase) in Finished
Goods L (261,237,979) (184,018,418)
Administrative Expenses M 214,673,068 87,233,270
Selling and Distribution Expenses N 117,194,698 43,112,223
Interest and Finance Expenses O 143,105,977 467,842
Depreciation and Amortisation 88,436,045 53,026,429
Less: Transferred from Revaluation Reserve 7,099,638 81,336,407 7,099,639 45,926,790
8,144,620,569 3,021,182,922
Profit Before Extraordinary Items 575,185,978 273,598,050
Less: Extraordinary Items (Refer to note. 25,191,443 -
no. 12 of Schedule Q)
Profit After Extraordinary Items 549,994,535 273,598,050
Before Tax
Less: Provision for:
Current Tax 62,381,034 35,845,726
Deferred Tax (41,277,807) (1,355,746)
Fringe Benefit Tax 1,935,167 1,034,529
Wealth Tax - 23,038,394 17,307 35,541,816
Profit After Tax 526,956,141 238,056,234
Balance Brought Forward From 172,173,596 (65,882,638)
Previous Year
Amount Available For Appropriations 699,129,737 172,173,596
Appropriations
Interim Dividend 15,069,779 -
Dividend Distribution Tax On Above 2,563,740 17,633,519 - -
Balance Carried to Balance Sheet 681,496,218 172,173,596
Earning Per Share before Extra
Ordinary items of Rs. 10/- each
Basic 21.96 11.42
Diluted 21.94 11.27
Earning Per Share after Extra
Ordinary items of Rs. 10/- each
Basic 20.96 11.42
Diluted 20.94 11.27
(Refer to note. no. 16 of Schedule Q)
Significant Accounting Policies P
Notes to the Accounts Q
The schedules referred to above and the notes attached form an integral part of the accounts.

Dated : 27th April, 2009 President Corporate Affairs & Company Secretary 071
schedules
Annexed To And Forming Part Of Balance Sheet
Rs.
Particulars As at 31st March 2009 As at 31st March 2008
SCHEDULE: A
SHARE CAPITAL
Authorised Capital
75,000,000 (P.Y. 30,000,000) Equity Share of 750,000,000 300,000,000
Rs. 10/- each
Issued, Subscribed & Paid-up Capital
25,142,100 (P.Y. 25,142,100) Equity Shares of 251,421,000 251,421,000
Rs. 10/- each, fully paid up
Total 251,421,000 251,421,000
Rs.
SCHEDULE: B
RESERVES AND SURPLUS
Securities Premium
As per last Balance sheet 1,097,628,509 42,960,000
Additions during the year - 1,079,625,000
1,097,628,509 1,122,585,000
Less: Share Issue Expenses Written Off - 1,097,628,509 24,956,491 1,097,628,509
Special Capital Incentive 2,500,000 2,500,000
Subsidy from Government 113,173 113,173
Capital Reserve:
As per last Balance sheet 229,175,898 74,233,120
Additions during the year 64,878,715 294,054,613 154,942,778 229,175,898
( Refer Note No.2 of Schedule Q)
Revaluation Reserves
As per last Balance Sheet 73,982,585 81,082,224
Less: Transferred to Profit and Loss Account 7,099,638 66,882,947 7,099,639 73,982,585
Employees’ Stock Option

Employees Stock Option Outstanding 35,949,660 -
Deferred Employees Compensation (25,563,655) 10,386,005 - -
Profit and Loss Account 681,496,218 172,173,596
Total 2,153,061,465 1,575,573,761
Rs.
SCHEDULE: C
SHARES / CONVERTIBLE WARRANTS
APPLICATION MONEY
Covertible Warrants 146,000,000 -
Share Application Money - 2,700,000
Convertible Warrants Application Money - 201,862,500
072 Total 146,000,000 204,562,500

schedules
Annexed To And Forming Part Of Balance Sheet (Contd.)
Rs.
SCHEDULE: D
SECURED LOANS
A From Banks:
a. Short Term
i. Pre/Post Shipment Credit Facility 90,000,000 -
ii. Working Capital Demand Loan 400,000,000 -
b. Long Term
Term Loan 13,991,066 503,991,066 - -
[Amount due within one year: Rs.
69,41,165 (Previous Year Rs. Nil)]
B From Others:
a. Short Term
i. Inter Corporate Deposit 24,624,000 -
ii. Factoring Facility 352,481,362 -
iii. Margin Funding Facilities 126,789,638 503,895,000 - -
b. Long Term
i. Vehicle Loans 1,990,024 2,383,067
[Amount due within one year:
Rs. 4,39,330 (Previous Year Rs. 3,93,043)]
ii. Interest Accrued and Due 8,456,754 -
Total 1,018,332,844 2,383,067

SCHEDULE: E
UNSECURED LOANS
A Short Term:
a. From Bank
Bills Discounting Facility 37,312,810 -
b. From Others
Inter Corporate Deposit & Others 31,250,000 68,562,810 - -
B Long Term:
Interest Free Sales Tax Deferment Loan from
Government 251,939 368,870
[Amount due within one year: Rs. 99,389
( Previous Year Rs. 1,16,931)]
Total 68,814,749 368,870
073
074
SCHEDULE F :
FIXED ASSETS AS AT 31ST MARCH, 2009
Particulars Gross Block Depreciation/Amortisation Net Block

As at Additions/ Deletion As at As at Additions Deletion As at As at As at
01.04.2008 Adjustments 31.03.2009 01.04.2008 31.03.2009 31.03.2009 31.3.2008
OWNED ASSETS :
TANGIBLE ASSETS:
Freehold Land 90,996,706 - - 90,996,706 - - - - 90,996,706 90,996,706
Factory Building 100,839,593 51,281,099 - 152,120,692 20,458,957 3,468,666 - 23,927,623 128,193,069 80,380,636
Plant and Machinery 547,824,289 113,224,563 - 661,048,852 117,251,454 60,188,838 - 177,440,292 483,608,560 430,572,836
Office Equipment 2,614,324 905,968 - 3,520,292 444,600 226,645 - 671,245 2,849,047 2,169,724
schedules
Computers 4,122,560 2,459,658 - 6,582,218 1,299,668 1,286,074 - 2,585,742 3,996,476 2,822,892

Furniture and Fixture 1,732,023 662,393 - 2,394,416 533,628 352,197 - 885,825 1,508,591 1,198,395
Sub-total (A) 748,129,495 168,533,681 - 916,663,176 139,988,307 65,522,420 - 205,510,727 711,152,449 608,141,189
INTANGIBLE ASSETS:
Computer Software 471,864 79,146,435 - 79,618,299 38,368 2,462,736 - 2,501,104 77,117,195 433,496
Brand & Trademarks 100,000,000 80,000,000 - 180,000,000 4,166,697 20,000,000 - 24,166,697 155,833,303 95,833,303
Sub-total (B) 100,471,864 159,146,435 - 259,618,299 4,205,065 22,462,736 - 26,667,801 232,950,498 96,266,799
Total (A+B) 848,601,359 327,680,116 - 1,176,281,475 144,193,372 87,985,156 - 232,178,528 944,102,947 704,407,988
LEASED ASSETS :
TANGIBLE ASSETS:
Leasehold Land 4,688,030 - - 4,688,030 137,254 49,224 - 186,479 4,501,551 4,550,776
Vehicles 4,078,509 - - 4,078,509 88,290 401,665 - 489,955 3,588,554 3,990,219
Total (C) 8,766,539 - - 8,766,539 225,544 450,889 - 676,434 8,090,105 8,540,995
GRAND
TOTAL(A+B+C) 857,367,898 327,680,116 - 1,185,048,014 144,418,916 88,436,045 - 232,854,962 952,193,052 712,948,982
Previous Year 247,051,934 610,344,963 29,000 857,367,898 91,393,152 53,026,429 666 144,418,916 712,948,982 -
Capital Work in - - - - - - - - 32,585,630
Progress (including
capital advances)
schedules
Rs.
SCHEDULE: G
INVESTMENTS (At Cost, Unless specified)
Long Term Investments
Government Securities:
Unquoted:
National Savings Certificates, VIIIth Issue 25,000 25,000
(Refer to note. no. 7(a) of Schedule Q)
Shares (Non Trade; Fully Paid Up):

Quoted:
2,856,632 Shares of Kohinoor Foods Ltd. (Previous Year : Nil) 275,305,276 -
Unquoted:
300 Shares of Kade Pathar Pat Sanstha - Fully Paid Up 30,000 275,335,276 30,000 30,000
(Face Value: Rs. 100)
Others:
Unquoted:
Share Application Money - Aptsource Software Pvt. Ltd. 1,800,000 1,800,000
Current Investments
Shares (Non Trade; Fully Paid Up):
Quoted:
33,645 Shares of Jumbo Bag Ltd. (Previous Year : Nil) 1,541,748 -
35,168 Shares of Rasoya Protin Ltd. (Previous Year : Nil) 2,281,835 3,823,583 - -
Total 280,983,859 1,855,000
Quoted Investments:
Book Value 279,128,859 -
Market Value 153,907,000 -
Unquoted Investments:
Book Value 1,855,000 1,855,000
Investments Purchased and Sold:
(A) During Current Year
Name of Company Face Value (Rs.) No. of Shares Purchase Cost (Rs.)
Kohinoor Foods Ltd. 10 1,114,447 114,239,165
(B) During Previous Year

Name of Mutual Fund Face Value (Rs.) No. of Units Purchase Cost (Rs.)
HDFC Liquid Fund Premium Plan 10 8,156,740 100,000,000
HDFC Floating Rate Income Fund 10 9,921,287 100,015,498
HDFC Cash Management Fund 10 9,968,599 100,000,000
Reliance Liquid Plus 1,000 14,984 15,000,000
ICICI Prudential Liquid Plan 10 8,437,751 100,000,000
Kotak Liquid Premium 10 40,889,427 500,000,000
Kotak Flexi Debt Scheme 10 16,362,238 200,079,080
Birla Cash Plus 10 9,980,538 100,000,000
Birla Sun Life Liquid Plus 10 9,980,538 100,000,000
UTI Liquid Cash Plan – Daily Income 1,000 98,093 100,000,000
UTI Liquid Cash Plan – Daily Dividend Option 1,000 99,996 100,017,115
UTI Liquid Cash Plan – Daily Income 1,000 98,109 100,017,115

LIC MF Liquid – Dividend Plan 10 9,107,385 100,000,000
LIC MF Liquid – Growth Plan 10 7,037,496 100,000,000
HDFC Floating Rate Income Fund 10 3,967,900 40,000,000
LIC MF Liquid Fund – Growth Plan 10 2,436,121 35,000,000
Total 1,890,128,808
075
schedules
Rs.
SCHEDULE : H
CURRENT ASSETS, LOANS AND ADVANCES
Inventories (As valued and certified by
Managing Director)
(at lower of cost and net realisable value)
Stock in Trade
Raw Materials - 33,612
Consumables 4,177,575 2,699,767
Packing Materials 15,862,239 8,055,956
Finished Goods 580,621,279 600,661,093 319,383,300 330,172,635
Debtors
(Unsecured )
Debts outstanding for a period exceeding six
months :
Considered Good 150,747,818 33,378,962
Considered Doubtful 1,444,676 3,292,601
152,192,494 36,671,563
(Add)/ Less: Provision for Doubtful Debts (1,444,676) 3,292,601
150,747,818 33,378,962
Other Debts :
Considered Good 2,442,819,739 2,593,567,557 669,810,060 703,189,022
Cash and Bank Balances

Cash on Hand 572,119 816,034
Balances with Scheduled Banks:
In Current Accounts 2,780,251 9,054,196
In Fixed Deposit Accounts 10,407,149 3,010,522
In Unclaimed Dividend Account - Per Contra 62,581 13,822,100 - 12,880,752
Loans and Advances

(Unsecured, Considered Good)
Advance to Subsidiary Company 42,895 -
Advances Recoverable in Cash or in Kind or for 103,227,188 55,069,727
Value to be Received
Inter Corporate Deposits 9,500,000 15,000,000
Trade Advances to Suppliers 199,517,570 475,000,000
Advances towards Business Purchase 1,000,000 23,481,241
Advance Tax / Tax Deducted at Source 1,503,455 37,006,088
Deposits 17,207,942 331,999,050 4,922,975 610,480,031
Total 3,540,049,800 1,656,722,440

SCHEDULE : I
CURRENT LIABILITIES AND PROVISIONS
(A) Current Liabilities
Sundry Creditors:
Due to Micro and Small enterprises - -
(Refer to Note no. 5 of Schedule Q)
Due to Others 1,083,061,219 217,449,904
Unclaimed Dividend - Per Contra 62,581 -
Other Liabilities 53,343,277 1,136,467,077 93,867,480 311,317,384
Note: There are no amounts due and outstanding to be credited to Investor Education and Protection Fund
(B) Provisions for:

Current Tax 64,945,102 35,845,726
Fringe Benefit Tax 1,574,899 1,034,529
Wealth Tax 17,307 17,307
Employee Benefits 5,951,724 2,680,024
Gratuity 1,859,727 74,348,759 506,254 40,083,840
076 Total 1,210,815,836 351,401,224
schedules
Annexed To And Forming Part Of profit & loss account
Rs.
Particulars 2008 - 2009 2007 - 2008
SCHEDULE : J
OTHER INCOME
Interest - Tax Deducted at Source Rs. 1,051,315
(P. Y. Rs. 12,134)
- From Banks - On Fixed Deposits Account 471,522 52,813
- From Others 6,900,171 7,371,693 1,343,480 1,396,293
Dividend 17,118 6,218,997
Export Incentives 5,657,045 3,080,822
Insurance Claims 1,051,611 -
Balances Written Back (Net off of Write off) 3,342,968 -
Miscellaneous 1,625,332 3,608,178
Total 19,065,767 14,304,290
Particulars 2008 - 2009 2007 - 2008

SCHEDULE : K
MANUFACTURING EXPENSES
Raw Materials Consumed :
Opening Stock 33,612 218,140
Add:- Purchases (Net) 7,325,993,517 2,766,424,704
7,326,027,129 2,766,642,844
Less:- Closing Stock - 7,326,027,129 33,612 2,766,609,232
Consumables and Packing Material :

Opening Stock 10,755,723 4,674,374
Add:- Purchases 174,727,125 66,427,997
185,482,848 71,102,371
Less:- Closing Stock 20,039,815 165,443,033 10,755,723 60,346,648
Operating and Other Expenses :

Power, Fuel, Water & Cold Storage Charges 158,927,746 63,339,428
Factory Expenses 18,296,996 7,894,607
Labour & Processing Charges 180,853,494 358,078,236 130,271,300 201,505,335
Total 7,849,548,398 3,028,461,215
Particulars 2008 - 2009 2007 - 2008

SCHEDULE : L
(INCREASE) / DECREASE IN FINISHED GOODS
Closing Stock of Finished Goods 580,621,279 319,383,300
Less: Opening Stock of Finished Goods 319,383,300 35,149,536
(261,237,979) (284,233,764)
Less: Procured on Business Acquisitions - (261,237,979) 100,215,346 (184,018,418)
Total (261,237,979) (184,018,418)

077
schedules
Annexed To And Forming Part Of profit & loss account (Contd.)
Rs.
Particulars 2008 - 2009 2007 - 2008
SCHEDULE : M
ADMINISTRATIVE EXPENSES
Personnel Cost:
Salaries, Wages and
Benefits 66,415,262 22,089,226
(including Employees’
Stock Compensation
Charge amounting to
Rs.10,386,005, Previous
Year Rs. NIL)
Contribution to Provident
Fund and Other Funds 1,666,654 446,634
Employer’s Contribution to
Gratuity Scheme 1,426,466 348,469
Staff Welfare 1,823,975 71,332,357 1,270,377 24,154,706
Other Administrative
Expenses:
Repairs and Maintenance
Building 875,544 456,067
Plant & Machinery 22,464,503 825,494
(including Outsourced
facilities as per
agreements)
Others 3,518,960 26,859,007 2,084,405 3,365,966
Auditors’ Remuneration :
Audit Fees 750,000 550,000
Certification Charges 408,500 1,158,500 443,539 993,539
Rent 14,772,210 5,991,119
Rates and Taxes 1,015,847 -
Travelling and Conveyance 23,275,622 12,501,594
Communication Expenses 5,038,586 2,069,854
Printing and Stationery 2,412,066 1,219,788
Electricity Charges 2,526,173 1,120,342
Insurance Premium 2,382,403 -
Legal and Corporate Charges 6,589,198 2,670,671
Retainership Fees 12,891,533 9,629,341
Professional Fees 8,590,686 5,182,751
Shared Office and Other
Infrastructure Expenses - 2,400,000
Service Tax Paid 5,020,269 1,364,180
Managerial Remuneration 4,867,786 3,322,097
Directors’ Sitting Fees 288,000 318,000
Loss on sale of Fixed Assets - 4,334
Loss on sale of Shares 3,732,303 -
Balances Written off /
Written Back (Net) - 171,223
Bad debts written off - 977,038
Provision for Doubtful Debts 1,444,676 3,292,601
Provision for Dimunition in
Value of Current Investment 2,603,563 -
Miscellaneous Expenses 17,872,283 143,340,711 6,484,126 63,078,564
Total 214,673,068 87,233,270
078
schedules
Annexed To And Forming Part Of profit & loss account (Contd.)
Rs.
Particulars 2008 - 2009 2007 - 2008
SCHEDULE : N
SELLING AND DISTRIBUTION EXPENSES
Freight and Forwarding Expenses 105,155,764 35,050,629
Sales Promotion Expenses 12,038,934 8,061,594
Total 117,194,698 43,112,223
Particulars 2008 - 2009 2007 - 2008

SCHEDULE : O
INTEREST AND FINANCE EXPENSES
Interest and Discounting Charges 102,807,635 90,415
Loan Processing Fees - 1,739,246
Bank Charges 7,057,465 1,233,171
Foreign Exchange Rate Loss (Net of Gains) 33,240,877 (2,594,990)
Total 143,105,977 467,842
079
cash flow statement
FOR THE YEAR ENDED 31ST MARCH, 2009
Rs.
Particulars 2008 - 2009 2007 - 2008
A. CASH FLOW FROM OPERATING ACTIVITES:
Net Profit/(Loss) before Tax 549,994,535 273,598,050
Adjustments For :
Interest Income (7,371,693) (1,396,293)
Dividend Received (17,118) (6,218,997)
Balances Written Back / Off (Net) (50,367) 171,223
Foreign Exchange Gain / Loss (Net) 33,240,877 (2,594,990)
Employees Stock Compansation Charge 10,386,005 -
Interest Expense 102,807,635 90,415
Provision for Doubtful Debts (1,847,925) -
Depreciation and Amortisation 81,336,407 45,926,791
Provision for Dimunition in value of Investments 2,603,563 221,087,384 - 35,978,149
Operating Profit before Extraordinary Items and Working Capital Changes 771,081,919 309,576,199
Adjustments For Changes in Working Capital:
Trade and Other Receivables (1,925,013,720) (576,258,386)
Inventories (270,488,458) (290,130,585)
Trade and other Payables 798,391,012 324,193,193
Loans & Advances 272,980,981 (1,124,130,185) (556,645,875) (1,098,841,653)
Cash Generated from Operations (353,048,266) (789,265,454)
Direct Taxes Paid - (36,880,255)
Add: Extraordinary Items
Profit / Loss on Sale of Investments (Net) 28,923,745 4,334
Net Cash Generated/ (Used in) Operating Activites (A) (324,124,521) (826,141,375)
B. CASH FLOW FROM INVESTING ACTIVITIES:
Inflow from Investment Activities
Dividend 17,118 6,218,997
Intercorporate Deposits Matured 5,500,000 -
Sales of Investments / Units of Mutual Funds 85,315,419 1,890,128,808
Sales of Fixed Assets - 90,832,537 24,000 1,896,371,805
Outflow from Investment Activities
Purchases of Fixed Assets 283,521,277 468,230,440
Inter Corporate Deposits - 15,000,000
Purchases of Units of Mutual Funds - 1,890,128,808
Advances towards Business Purchase - 23,481,241
Purchase of Investments 395,971,587 679,492,864 1,855,000 2,398,695,489
Net Cash Generated/ (Used in) Investing Activities (B) (588,660,327) (502,323,684)
C. CASH FLOW FROM FINANCING ACTIVITIES:
Inflow from Financing Activities
Share Capital including Share Premium - 1,159,687,500
Convertible Warrants Application Money 5,100,000 200,900,000
Interest Income 7,371,693 1,396,293
Long term Loans Taken 13,991,066 -
Short term Loans Taken 1,015,040,565 -
Intercorporate Deposits Taken 55,874,000 1,097,377,324 2,383,067 1,364,366,860
Outflow from Financing Activities
Dividend Paid 15,069,779 -
Corporate Dividend Tax Paid thereon 2,563,740 -
Long Term Loans Repaid 393,043 -
Repayment of Convertible Warrants 60,000,000 -
Repayment of Share Application Money Received 2,700,000 -
Sales Tax Deferred Loan paid 116,931 76,925
Interest Paid 102,807,635 90,415
Share Issue Expenses - 183,651,128 24,956,491 25,123,831
Net Cash Generated/ (Used in) Financing Activities(C) 913,726,196 1,339,243,029
Net Change in Cash & Cash Equivalents (A+B+C) 941,348 10,777,970
Opening Balance of Cash & Cash Equivalents 12,880,752 2,102,782
Closing Balance of Cash & Cash Equivalents 13,822,100 12,880,752
Net (Decrease)/ Increase in Cash and Cash Equivalents 941,348 10,777,970
Notes:
1) Cash and cash equivalents includes “ Cash and Bank Balances” as disclosed under Schedule H of the Annual Accounts.
2) The aforesaid statement has been prepared under the Indirect Method as setout in Accounting Standard 3 :
Cash Flow Statement”

080 Dated : 27th April, 2009 President Corporate Affairs & Company Secretary
schedules
SCHEDULES FORMING PART OF THE ACCOUNTS
SCHEDULE P :
SIGNIFICANT ACCOUNTING POLICIES
1. Basis of Presentation
The accounts have been prepared using historical cost convention and in accordance with Indian Generally
Accepted Accounting principles (GAAP) on the accrual basis and in compliance with the Accounting Standards
referred to in Section 211(3C) and other requirements of the Companies Act, 1956.
The preparation of financial statements in conformity with GAAP requires that the management of the Company
makes estimates and assumptions that affect the reported amounts of incomes and expenses of the period, the
reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of
the financial statements. Actual results could differ from the estimates. Any revisions to accounting estimates is
recognised prospectively in the current and future periods. Wherever changes in presentation are made, comparative
figures of the previous year are regrouped accordingly.
2. Revenue Recognition
a. Revenue from the sale of manufactured and traded products is recognised as and when the products are
supplied in accordance with the terms of sale and upon transfer of passage of title to the customer.
b. Sale of manufactured and traded products are net of trade discounts.
3. Fixed Assets
a. Fixed assets are capitalised at acquisition cost (net of tax/duty credits availed, if any), including directly
attributable costs, such as, freight, insurance and specific installation charges for bringing the assets to present
condition and location.
b. Where an expenditure increases the performance/life of an existing fixed asset as assessed earlier, such
expenditure is added to the cost of the asset.
c. Assets acquired under finance lease are recognised at the lower of the fair value of the lease assets at inception
and present value of minimum lease payments. Lease payments are apportioned between the finance charge
and the outstanding liability. The finance charge is allocated to periods during the lease term at constant
periodic rate of interest on the remaining balance of the liability.
4. Intangible Assets and Amortisation Thereof

Intangible assets are recognized as per the criteria specified in Accounting Standard (AS 26) “Intangible Assets” and
are amortised as follows:
Trade Marks, Brands any Copyright: Over the period of 10 years from the date of acquisition.
Application Software: Over the period of 3 years.
5. Depreciation
a. Depreciation on tangible fixed assets is provided at the rates and in the manner specified in Schedule XIV of the
Companies Act, 1956, on straight-line method.
b. Depreciation on assets costing upto Rs. 5,000 each are charged off fully in the year of purchase.
c. The leasehold land is written off over the primary period of lease.
6. Impairment Of Assets
a. The carrying amount of assets, other than inventories is reviewed at each Balance Sheet date to determine,
whether there is any indication of impairment. If any such indication exists, the recoverable amount of the assets
is estimated.
b. An impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount. The
recoverable amount is the greater of the asset’s net selling price and value in use, which is determined based on
the estimated future cash flow generated from the continuing use of an asset and from its disposal at the end of
its useful life, discounted to their present values.
c. An impairment loss is reversed if there has been a change in the estimates made to determine and recognize the
recoverable amount in the earlier year.
081
schedules
SCHEDULES FORMING PART OF THE ACCOUNTS (Contd.)
7. Inventories
Inventories are valued at the lower of cost or net realisable value after providing for damages and obsolescence as
under:
a. Raw materials, packing materials stores and spares : At cost on FIFO
b. Traded Goods : At cost on FIFO
c. Work-in-progress : At cost plus appropriate production overheads
d. Finished Goods : At cost plus appropriate production overheads
8. Borrowing Cost
a. Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are
capitalised as part of the cost of such assets. A qualifying asset is an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale.
b. All other borrowing costs are recognised as an expense in the period in which they are incurred.
9. Investments
Long term investments are carried at cost less provision for any diminution other than
temporary, in the value of such investments. Current investments are carried at lower of cost
or market value. The determination of carrying amount of such investments is done on the
basis of specific identification.
10. Foreign Currency Transactions

a. The reporting currency of the Company is Indian Rupees.
b. Transactions in foreign currencies are recorded at the exchange rates/contracted rates prevailing on the
transaction dates.
c. Monetory items of assets and liabilities in foreign currencies at the year end are translated at
the prevailing exchange rate as at the close of the year.
d. Foreign exchange gains/losses on settlement/translation are recognized in the Profit and Loss account.
11. Employee Benefits

a. Short Term Employees Benefits:
All employees benefits payable wholly within twelve months of rendering the services are classified as short
term employees benefits. Benefits such as salaries,wages, bonus, ex-gratia, etc.are recognised in the period in
which the employees render the related services.
b. The rules of the Company does not permit encashment of earned leave.
c. Post Employment benefits:
(i) Defined Contribution Plan: The Company’s state governed provident fund is defined contribution scheme.
The contribution paid/payable under the scheme is recognized during the period in which the employees
renders the related service.
(ii) Defined Benefit Plan: The employees of the Company are covered under the Employees’ Group Gratuity
scheme of Life Insurance Corporation of India. The present value of the obligation under such defined
benefit plans is determined based on actuarial valuation using the Projected Unit Credit Method.
12. Employees’ Stock Options

Stock Options granted to employees under the Employees’ Stock Option Scheme are accounted as per the intrinsic value
method permitted by the “Guidance Note on Share Based Payments” issued by the Institute of Chartered Accountants of
India. Accordingly, the excess of Fair Market Price of the shares as on the date of grant of options over the Exercise price
is recognized as deferred employee compensation and is charged to profit and loss account over the vesting period.
The number of options expected to vest is based on the best available estimate and would be revised, if necessary, if
subsequent information indicates that the number of stock options expected to vest differs from previous estimates.
082
schedules
13. Taxes on Income
a. Tax on income for the current period is determined on the basis of estimated taxable income and tax credits
computed in accordance with the provisions of the Income Tax Act, 1961 and based on the expected outcome
of assessments/appeals.
b. Deferred tax is recognised on timing differences between the accounting income and the estimated taxable
income for the year and quantified using the tax rates and laws enacted or substantially enacted as on the
balance sheet date.
c. Deferred tax assets, other than brought forward business loss and unabsorbed depreciation, are recognised and
carried forward to the extent there is reasonable certainty that sufficient future taxable income will be available
against which deferred tax assets can be realised.
d. MAT credit is recognised as an asset in accordance with the recommendation provided in the Guidance Note
issued by the Institute of Chartered Accountants of India.
e. Fringe Benefit Tax (FBT) on the Employees’ Stock Options is recognised in the profit and loss account when the
liability crystalises upon vesting of such stock options. Whenever such FBT liability is borne by the employee,
the same is not recognised.
FBT on all other expenses as specified in the Income Tax Act, 1961 is recognised in the profit and loss account
when the underline expenses are incurred.
14. Provisions, Contingent Liabilities And Contingent Assets

a. Accounting for contingencies (gains and losses) arising out of contractual obligations, are accounted on the basis
of mutual acceptances.
b. Contingent Assets are neither recognized nor disclosed.
c. Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet date.
15. Events Occuring After The Balance Sheet Date

Where material, events occurring after the date of the Balance Sheet are considered upto the date of approval of
accounts by the Board of Directors.
083
schedules
SCHEDULE Q :
NOTES TO THE ACCOUNTS
1. Contingent Liabilities:
(a) Claims against the Company not acknowledged as debts : Rs. 6,851,986 (Previous Year: Rs.1,863,032).
(b) Counter guarantees given to a bank on account of guarantees given by the bank to Value Added Tax
authorities : Rs. 2,804,500 (Previous year Rs. 2,205,000).
(c) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of
advances) Rs.NIL (Previous year Rs. 1,333,964/-).
2. Capital Reserve:
(a) Capital Reserve includes Rs. 962,500 being the amount of warrant application money forfeited on 275,000
warrants in respect of which the warrant holder did not exercise its conversion option.
(b) The Company acquired on slump sale basis the business of Karen’s Gourmet Kitchen (India) Private Limited,
comprising, inter alia, the “Karen Anand” brand. The excess of the fair value (based on valuation report) of the
assets acquired over the consideration paid, amounting to Rs. 63,916,215 has been credited to Capital Reserve.
3. Convertible Warrants:
The Company has allotted 7,300,000 convertible warrants during the year, including 300,000 warrants allotted
to the Directors of the Company, on August 11, 2008. Each warrant is convertible into one equity share of the
Company, fully paid up, at a conversion price of Rs. 200 per share. The option is to exercised within a period of
18 months from the date of allotment. The warrant holders have paid 10% of the conversion price at the time of
allotment, which will stand forfeited to the Company if the option to exercise is not exercised within the 18 months
period.
A warrant holder who was allotted 900,000 warrants in November, 2006, did not exercise its right to convert the
warrants into shares in respect of 275,000 outstanding warrants, and on the expiry of the conversion period, the
application money of Rs. 962,500 paid in respect of the outstanding warrants were forfeited to the Company and has
been credited to the Capital Reserve Account.
4. Secured Loans:
Pre/Post Shipment Credit Facility and the Working Capital Demand Loan are secured by charge on the current assets
of the Company, including receivables, present and future, a charge on the immovable and movable assets, present
and future, and Corporate Guarantee by the promoter Company.
Inter Corporate Deposit is secured by pledge of the shares of the Company held by Venture Business Advisors Pvt.
Ltd. (the promoter Company).
Term Loan is partly secured by hypothecation of the Fixed Deposit Receipt issued by the lending bank.
Vehicle loans are secured by hypothecation of the specific vehicles.
Factoring Facility is secured by a charge on Fixed Assets, receivables, pledge of the shares of the Company held by
Venture Business Advisors Pvt. Ltd. (the promoter Company) and Corporate Guarantee by the promoter Company.
Margin Funding Facilities are secured by the pledge of the shares of the Company which have been acquired by
utilising the Facilities and, in certain cases, by the pledge of the shares of the Company held by Venture Business
Advisors Pvt. Ltd. (the promoter Company).
084
schedules
5. Dues to Micro and Small Enterprises:
There are no micro and small enterprises to whom the Company owes dues, which are outstanding for more than 45
days as at 31st March, 2009.
The above information pertaining to micro and small enterprises has been determined to the extent such parties
have been identified on the basis of the information available with the Company. This has been relied upon by the
auditors.
6. Assets Taken on Lease:

A. During the year, based on professional advice received, the Company had reclassified the leasehold land
situated at MIDC Jejuri, Taluka Purandhar, District Pune, from “Intangible Assets” to “Tangible Assets” in
Schedule ‘F’ (dealing with fixed assets) to the Balance Sheet.
B. The following are the disclosures in accordance with Accounting Standard 19 “Accounting for Leases” :
Operating Lease:
During the year, the Company has acquired a commercial premises under renewable lease. Lease rental
Rs.11,345,889 has been debited to Profit & Loss Account during the year (Previous Year : Rs. 3,381,818).
Finance Lease:
a. Assets acquired on finance lease comprise of motor cars. The lease has a primary period which is fixed and
non-cancellable. There are no exceptional/restrictive covenants in the lease agreements.
b. The minimum lease payment and the present value of the minimum lease payments as at 31st March, 2009
in respect of assets acquired under finance lease are as follows:
(Rs.)
Particulars Minimum Lease Payments Present Value of Minimum
Lease Payments
As at 31-03-2009 As at 31-03-2008 As at 31-03-2009 As at 31-03-2008

i. Payable not later than 1 year 642,600 642,600 439,330 393,043
ii. Payable later than 1 year and not later than 5 year 1,820,700 2,463,300 1,550,694 1,990,024
Total (i+ii) 2,463,300 3,105,900 1,990,024 2,383,067
Less: Future Finance charges 473,276 722,833 - -
Present Value of Minimum Lease Payments 1,990,024 2,383,067 1,990,024 2,383,067
7. Pledge/Hypothecation of Securities/Fixed Deposits:

(a) National Savings Certificates (NSCs), VIIIth Issue, amounting to Rs. 25,000/- (Previous Year Rs.25,000/-) have
been pledged with the Value Added Tax Authorities of a State. The NSCs is in the name of the Managing
Director of the Company as a nominee of the Company. (As per policy, NSCs are issued only in the name of an
individual).
(b) 2,853,237 shares of Kohinoor Foods Limited have been pledged with the financiers who have provided
Margin Funding Facilities for purchase of the shares. Out of the above, 1,646,605 have been transferred to the
Depository Participants Accounts of the financiers as security for the Facilities.
(c) Fixed deposits with banks, amounting to Rs. 2,804,500/- (Previous Year Rs. 2,205,000/-) have been
hypothecated with banks who have issued guarantees to Value Added Tax authorities of various States.
(d) Fixed Deposits of Rs 7,500,000 (Previous Year: Nil) have been hypothecated to the bank which has provided
Term Loan facility.
8. Balance Confirmations:
Sundry Debtors, Loans & Advances and Creditors balances are subject to confirmation, reconciliation and
consequent adjustments, if any.
9. Particulars of Unhedged Foreign Currency Exposures as at 31st March, 2009:

Foreign Currency Debtors: Rs.139,851,636/- (US$ 2,595,737 @ closing rate of 1 USD = Rs.50.96 & EURO 112,173
@ closing rate of 1 EURO = Rs.67.48) [Previous Year: Rs. 94,732,857 (US $ 2,370,099 @ closing rate of
1 USD = Rs.39.97)].
085
schedules
10. Subsidiary Company:
During the year, the Company incorporated Temptation Foods International Limited (“TFIL”), a Company limited by
shares, in the British Virgin Islands of which it will hold 100% of the equity share capital as and when TFIL issues
its shares. As on the Balance Sheet date, TFIL has not issued any shares. Two Directors of the Company have been
appointed as Directors of TFIL and are its only Directors.
11. Managerial Remuneration:

Computation of Net Profit in accordance with Section 349 of the Companies Act, 1956:
( Rs.)
Particulars FY 2008-09 FY 2007-08
Profit before Tax as per Profit & Loss Account 549,994,535 273,598,050
Add: Depreciation debited in Profit & Loss
Account (Net of Transfer from Revaluation
Reserve) 81,336,407 45,926,790
Managing Director’s Remuneration 4,867,786 3,322,097
Directors’ Fees 288,000 318,000
Loss on sale of Fixed Assets NIL (4,334)
Loss on sale of Investments 25,191,443 NIL
Loss on sale of Shares 3,732,303 NIL
Provision for Dimunition in Value of
Current Investment 2,603,563 NIL
Provision for Doubtful debts 1,444,676 119,464,178 3,292,601 52,855,154
669,458,713 326,453,204
Less:
Depreciation u/s 350 of The Companies
Act, 1956 81,336,407 45,926,790
Share issue expense charged to Securities
Premium account NIL 81,336,407 24,956,491 70,883,281
588,122,306 255,569,923
*Maximum remuneration payable to Managing Director @ 5% of
the above on prorata basis from date of appointment 29,406,115 5,516,400*
( Rs.)
Remuneration paid to the Managing Director
Basic 3,913,457 2,672,903
House Rent Allowance 954,329 649,194
Total 4,867,786 3,322,097
12. Extraordinary Item:

The Company has made a loss of Rs. 25,191,443 during the year (Previous Year: Nil) on account of sales of shares of
Kohinoor Foods Limited, which has been disclosed as an Extraordinary Item.
13. Employee Benefits:

The disclosures pursuant to Accounting Standard (AS) 15 (Revised) on “Employee Benefits” are as follows :
A) Defined Contribution Plan
Contribution to Defined Contribution Plan, recognised as an expense and included in “Personnel Cost” –
Schedule M in the Profit and Loss Account is as under :

- Employers contribution to Provident Fund and Other Funds– Rs. 1,666,654 (Previous year Rs. 446,634)
086
schedules
B) Defined Benefit Plan
( Rs.)
Particulars Gratuity (Partly Funded)
2008-09 2007-08
I Change in obligation during the year ended 31st March, 2009
1 Liability at the beginning of the year 639,695 99,792
2 Interest Cost - -
3 Current Service Cost 750,079 348,469
4 Less :Benefit Paid ( prior to contribution to scheme) 70,174 15,000
Sub-total 1,319,600 433,261
5 Actuarial (Gain)/Loss 676,387 -
6 Liability taken over on acquisition of business - 206,434
7 Liability at the end of the year 1,995,987 639,695
II Change in assets during the year ended 31st March, 2009
1 Plan assets at the beginning of the year 133,441 -
2 Expected Return on plan assets 2,819 -
3 Contribution transferred in - 133,441
4 Benefit paid ( from contribution to the scheme) - -
5 Actuarial (Gain)/Loss - -
6 Plan assets at the end of the year 136,260 133,441
Total actuarial (gain)/loss to be recognized 676,387 -
III Actual Return on Plan Assets
1 Expected Return on plan assets 2,819 -
3 Actual return on plan assets 673,568 -
IV The major categories of plan assets as a percentage of total plan assets As per LIC scheme
V Net asset / (liability) recognised in the Balance Sheet as at 31st March, 2009
1 Liability at the end of the year (1,995,987) (639,695)
2 Plan assets at the end of the year 136,260 133,441
3 Amount recognised in the Balance sheet (1,859,727) (506,254)
VI Expenses recognised in the statement of P&L account for the year ended
31st March, 2009
1 Current Service Cost 750,079 348,469
2 Interest Cost - -
3 Expected Return on Plan Assets - -
5 Liability carried forwards from earlier employer - -
6 Total expenses recognised in the Profit and Loss Account 1,426,466 348,469
VII Amount to be recognised in the Balance Sheet
Present Value of Defined Benefit Obligation 1,995,987 639,695
Less: Fair value of Plan Assets (136,260) (133,441)
Net Liability/(Asset) 1,859,727 506,254
VIII Principal actuarial assumptions at the Balance Sheet date:
1 Discount Rate at 31 March, 2009 8% 8%
2 Expected return on plan assets as at 31 March, 2009 8% 8%
3 Attrition Rate (Staff Turnover Rate) 1% to 3% 1% to 3%
4 Salary Escalation Rate 5% 5%
General description of the defined benefit plan
The Company makes contributions to the Employees Group Gratuity Scheme of the Life Insurance Corporation of India,
a partly funded defined benefit plan for qualifying employees. The Scheme provides for lumpsum payment to employees
on retirement, death while in employment or termination of employment of an amount equivalent to 15 days salary for
every completed year of service or part thereof in excess of six months, provided the employee has completed five years
in service.
087
schedules
14. Segment Reporting:
The disclosure requirements in respect of Accounting Standard 17 on “Segment Reporting” is as under:
a. Primary Segment
The Company is a single segment Company dealing in fresh and frozen foods in accordance with the criteria for
identification of reportable segment specified in the said standard.
b. Secondary Segment (Geographical Segment)
Particulars 2008-09 2007-08

Within India Outside India Total Within India Outside India Total
Sales 8,316,135,024 384,605,756 8,700,740,780 2,975,360,097 305,116,585 3,280,476,682
Segment 2,457,008,522 139,851,636 2,596,860,158 608,456,165 94,732,857 703,189,022
Assets
Note: The Company has common Fixed Assets for producing goods for domestic and overseas markets. Hence,
separate disclosure for Fixed Assets is not required to be furnished.
15. Related Party Disclosures:

The disclosure requirements in respect of Accounting Standard 18 on “Related Party Disclosures” are as under:
(A) Relationships:
(i) For the Financial year 2008-09
a) Company under same Management : Venture Business Advisors Pvt. Ltd.
b) Key Management Personnel : Mr.Vinit Kumar, CMD
c) Wholly Owned Subsidary Company : Temptation Foods International Ltd
(ii) For the Financial year 2007-08
a) Holding Company (Till 18th October, 2007) : Venture Business Advisors Pvt. Ltd.
b) Key Management Personnel : Mr.Vinit Kumar – Managing Director
(B) The following transactions were carried out with related parties in the ordinary course of business:

Sr. Transactions Subsidary Holding Common Key Subsidary Holding Common Key
No. Company Company control exists Management Company Company control Management
Personnel exists Personnel
1. Consultancy - - - - - - - -
2 Remuneration to Mr. Vinit
Kumar - - - 4,867,786 - - - 3,322,097
3 Loan Taken / Advance - - - - - - - -
4 Sharing of Office and
Infrastructure to Venture
Business Advisors Pvt. Ltd. - - - - - 2,400,000 - -
5 10% Application money for
Convertible warrants - - - - - - - -
6 Purchases - - - - - - - -
088
schedules
(C) The following are the balances with related parties in the ordinary course of business :
Particulars As at 31st March, 2009 As at 31st March, 2008

1 Amounts due from
- Tempatation Foods International Limited 42,895 Nil
- Mr. Vinit Kumar Nil Nil
- Venture Business Advisors Private Limited Nil Nil
2 Amounts due to
- Tempatation Foods International Limited Nil Nil
- Mr. Vinit Kumar 129,808 Nil
- Venture Business Advisors Private Limited Nil Nil
16. Earnings Per Share:

The disclosure requirements in respect of Accounting Standard 20 on “Earnings Per Share” are as under :

Earning per share before extraordinary items
Basic
Profit After Tax Excluding Extra Ordinary Item as per accounts 552,147,585 238,056,235
Weighted average number of shares outstanding 25,142,100 20,851,936
Basic EPS Rs. 21.96 Rs. 11.42
Diluted
Profit after tax Excluding Extra Ordinary Item as per Accounts 552,147,585 238,056,235
Number of Shares under Option 256,600 Nil
Number of shares that would have been issued at fair value: (229,066) Nil
(256,600 x 150*1/168.03*2)
Weighted average number of potential equity shares that would 27,534 275,000
be allotted on exercise of Options
Weighted average number of dilutive shares outstanding 25,169,634 21,126,936
Diluted EPS Rs. 21.94 Rs. 11.27
Face Value Rs.10 Rs.10
(*1 : Exercise Price; *2: Fair Market Price)
Note: The Fair Value (ie. Rs. 176/-) of the outstanding 7,300,000 convertible warrants being higher than the
convertible price of Rs.200/- per share, the warrants are not dilutive in nature.
Earning per share after Extra Ordinary Item

Particulars FY 2008-09 2007-08
Basic
Profit After Tax Excluding Extra Ordinary Item as per accounts 552,147,585 238,056,235
Less : Extra Ordinary Item
Loss on Sale of Investments 25,191,443 NIL
Profit After Tax including Extra Ordinary Item as per accounts 526,956,142 238,056,235
Basic EPS (Rupees) Rs. 20.96 Rs. 11.42
Diluted
Profit after tax Excluding Extra Ordinary Item as per Accounts 552,147,584 238,056,235
Less : Extra Ordinary Item
Loss on Sale of Investments 25,191,443 NIL
Profit After Tax including Extra Ordinary Item as per Accounts 526,956,141 238,056,235
Number of Shares under option 256,600 Nil
Number of shares that would have been issued at fair value: (256,600 x
150*1/168.03*2) (229,066) Nil
Weighted average number of potential equity shares that would be allotted on
exercise of Options 27,534 275,000

Weighted average number of dilutive shares outstanding 25,169,634 21,126,936
Diluted EPS Rs. 20.94 Rs. 11.27
Face Value Rs.10 Rs.10
(*1 : Exercise Price; *2: Fair Market Price)
Note: The Fair Value (ie. Rs. 176/-) of the outstanding 7,300,000 convertible warrants being higher than the
convertible price of Rs.200/- per share, the warrants are not dilutive in nature. 089
There were no extra-ordinary items of income or expense in the previous year.
schedules
17. Options under Employees’ Stock Option Scheme:
The Company has granted 256,600 options on 21st August, 2008, to select permanent employees of the Company
under the Employees’ Stock Options Scheme, 2008. The options would vest over a period of 4 years as per the
Vesting Schedule under the Scheme. No option has vested during the year and the options granted during the year
are outstanding at the Balance Sheet date. The vesting period shall commence from 21st August, 2009.
The Exercise Price is Rs. 150 per share against the fair market value of Rs. 290.10 prevailing at the time of grant
of the options. The accounting of the options has been done as per the Guidance Note on “Accounting for Share
based payments” issued by the Institute of Chartered Accountants of India. Accordingly, the accounting value of the
options has been treated as another form of employee compensation in the financial statements of the Company,
by valuing the options at their Intrinsic Value. The Deferred Employee Compensation Expense is written off over the
vesting period. Had the Company followed fair value approach described in the Guidance Note, the Company’s
net income and basic and diluted earnings per share as reported would have reduced to the pro forma amounts as
below:
Sr. No. Particulars Year ended March 31, 2009

(a) Net Profit before Extraordinary Items as reported - Rs. 552,147,585
Less: Differential Employee Compensation Cost 4,502,043
Adjusted Pro forma 547,645,542
(b) Net Profit after Extraordinary Items as reported - Rs. 526,956,142
Less: Differential Employee Compensation Cost 4,502,043
Adjusted Pro forma 522,454,099
(c) Basic Earnings Per Share before Extraordinary Items as reported 21.96
Pro forma Basic Earnings Per Share before Extraordinary Items 21.78
(d) Basic Earnings Per Share after Extraordinary Items as reported 20.96
Pro forma Basic Earnings Per Share after Extraordinary Items 20.78
(e) Diluted Earnings Per Share before Extraordinary Items as reported 21.94
Pro forma Diluted Earnings Per Share before Extraordinary Items 21.76
(f) Diluted Earnings Per Share after Extraordinary Items as reported 20.94
Pro forma Diluted Earnings Per Share after Extraordinary Items 20.76
The Fair Value of each Option is estimated on the date of the grant using Black-Scholes model with the following
assumptions:
Sr. No. Particulars Year ended March 31, 2009
(a) Volatility 51.81%
(b) Risk Free Rate 9.14%
(c) Exercise Price Rs. 150
(d) Time to Maturity (Years) 4.40
(e) Dividend Yield Nil
090
schedules
18. Deferred Taxation:
(a) In compliance with the Accounting Standard 22 on “Accounting for Taxes on Income”, the Company has
recognized deferred tax on timing differences, being the difference between taxable income and accounting
income that originate in one period and are capable of reversal in one or more subsequent periods.
(b) Deferred tax assets are attributable to the following items:
( Rs.)
Particulars Deferred Tax Assets (Charge)/Credit Deferred Tax Assets
/(Liabilities) as at / (Liabilities) as at
31.03.2008 31.03.2009
Deferred Tax Asset:
Expenses allowed for tax purposes
when paid 236,590 (236,590) Nil
Provision for Doubtful Debts 1,119,156 (628,111) 491,045
Expenses allowed for tax purposes on
payment of TDS Nil 48,734,352 48,734,352
Provision for Dimunition in Value of
Current Investment Nil 884,951 884,951
Sub-Total (a) 1,355,746 48,754,603 50,110,348
Deferred Tax Liabilty:
Depreciation on Assets other than
assets used for tax-holiday. Nil (7,476,795) (7,476,795)
Sub-Total (b) Nil (7,476,795) (7,476,795)
Total (a-b) 1,355,746 41,277,807 42,633,553
Note:
1) The Company does not recognize deferred tax liability for timing differences on account of items which relate to
income eligible for tax exemption under section 80-IB of the Income Tax Act, 1962, and which reverse during
the tax-holiday period.
2) The Company falls under the purview of section 115JB of the Income Tax Act, 1962. Hence, Current Tax is
calculated as per the provisions of Minimum Alternative Tax(MAT).
19. Impairment of Assets:

As required by Accounting Standard 28 on “Impairment of Assets”, the Company has reviewed the potential
generation of economic benefits from fixed assets and concluded that the fixed assets employed in the business
will generate adequate economic returns over their useful lives. Consequently, no provision for impairment loss is
required.
20. Quantitative Details:

a) Licensed Capacity, Installed Capacity and Production:
Particulars Licensed Capacity (MT) Installed Capacity* (MT) Production ** (MT)

FY 2008-09 FY 2007-08 FY 2008-09 FY 2007-08 FY 2008-09 FY 2007-08
Fresh & Frozen Foods 70,000.00 70,000.00 70,000.00 70,000.00 107,000.29 45,863.01
* The installed capacity is as certified by the management.

** A part of the production is outsourced from other plants depending upon requirements.
b) Finished Goods Stocks*:
Particulars As at 31.03.2009 As at 31.03.2008

Unit Quantity Rs. Quantity Rs.

Fresh & Frozen Foods MT 19,374.31 580,621,279 9,895.34 319,383,300
* Purchases of Finished Goods in Current Year: Nil (Previous Year: 3,605.41 MT; Rs.100,215,346).
091
schedules
c) Sales: *

Fresh & Frozen Foods MT 96,786.06 8,700,740,780 40,748.56 3,280,476,682
* Sales include processing done on job-work basis
d) Raw Materials Consumed

Fresh & Frozen Foods MT 132,458.89 7,326,027,129 69,069.77 2,766,609,232
Where of : - FY 2008-09 FY 2007-08

Consumption (Rs.) Percentage Consumption (Rs.) Percentage
1. Imported 1,509,535 0.02% Nil Nil
2. Indigenous 7,324,517,594 99.98% 2,766,609,232 100%
Total 7,326,027,129 100% 2,766,609,232 100%
e) Consumables & Packing Material:
Where of : - FY 2008-09 FY 2007-08

Consumption (Rs.) Percentage Consumption (Rs.) Percentage
1. Imported 768,083 0.46% Nil Nil
2. Indigenous 164,674,950 99.54% 60,346,648 100%
Total 165,443,033 100% 60,346,648 100%
f) Expenditure in Foreign Currency charged to accounts :

Rs.
Travelling Expenses 10,524,850 5,050,426
Professional Fees 3,391,191 3,544,047
Membership & Subscription ---- 115,542
Others 2,941,128 -
Total 16,857,169 8,710,015
g) Earnings in Foreign Currency

Rs.
Export of Fresh & Frozen
Foods (FOB basis) 350,862,288 305,116,585
21. Regrouping / Reclassification:

Figures for the previous year have been regrouped/reclassified wherever necessary to make them comparable with
those of the present year.

092 Mumbai
Dated : 27th April, 2009
NIMISH THAKORE
President Corporate Affairs & Company Secretary
balance sheet abstract
AND COMPANY’S GENERAL BUSINESS PROFILE
I. Registration Details :
Registration No 6 0 6 4 3
State Code 1 1
Balance Sheet Date 3 1 0 3 0 9
II. Capital Raised during the year : (Amount in Thousands)
Public Issue Rights Issue
N I L N I L
Bonus Issue Private Placement
N I L N I L
III. Position of Mobilisation and Deployment of Funds : : (Amount in Thousands)

Total Liabilities Total Assets
3 6 3 7 6 3 0 3 6 3 7 6 3 0
Sources of Funds
Paid-up Capital Reserves and Surplus
2 5 1 4 2 1 2 1 5 3 0 6 1
Share/Convertible warrant application money Secured Loans
1 4 6 0 0 0 1 0 1 8 3 3 3
Unsecured Loans Deferred Tax Liability
6 8 8 1 5 N I L
Application of Funds
Fixed Assets Investments
9 8 4 7 7 9 2 8 0 9 8 4
Deferred Tax Asset Net Current Assets
4 2 6 3 3 2 3 2 9 2 3 4
Miscellaneous Expenditure :
N I L
IV. Performance of the Company : (Amount in Thousands)

Turnover (including other income) Total Expenditure
8 7 1 9 8 0 7 8 1 4 4 6 2 1
Profit / (Loss) before Extra Ordinary Item Pro Profit / (Loss) after Extra Ordinary Item /Profit Before Tax
5 7 5 1 8 6 5 4 9 9 9 5
Profit After Tax Earnings Per Equity Share before Extra Ordinary Items in Rs. - Basic
5 2 6 9 5 6 2 1 . 9 6
Earnings Per Equity Share before Extra Ordinary Item in Rs. – Diluted Earnings Per Equity Share after Extra Ordinary Items in Rs. - Basic
2 1 . 9 4 2 0 . 9 6
Earnings Per Equity Share after Extra Ordinary Item in Rs. – Diluted
Dividend Rate (%)
2 0 . 9 4
6
v. Generic Names of three Principal Products/ Services of the Company (as per monetary terms)
Product Description Item Code No.(ITC Code)
I Q F F R O Z E N F R U I T S 0 8 1 1 9 0
I Q F F R O Z E N V E G E T A B L E S 0 7 1 0 8 0
M A R I N E F O O D P R O D U C T S 0 3 0 2


Mumbai
Dated : 27th April, 2009
NIMISH THAKORE
President Corporate Affairs & Company Secretary
093
“I deal with temptation by yielding to it” - Mark Twain
“Temptation is the fire that brings up the scum of

the heart.” - William Shakespeare
“Lead us not into temptation. Just tell us

where it is; we’ll find it.” - Sam Levenson
“Every temptation is an opportunity to triumph

over evil.” - Marc Williams
“It is good to be without vices, but it is not good to be

without temptations” - Walter Bageot
094
“Everything tempts the man who fears temptation”
- French Proverb
095
096
Notes
Corporate Information
Directors Mr. Vinit Kumar, Chairman & Managing Director
Dr. (Ms.) Kala Pant
Mr. R. V. Joshi
Ms. Elizabeth Harrington
Mr. E. David Ellington
Mr. G. Ramachandran
Ms. Bhairavi Goswami
President – Corporate Mr. Nimish Thakore

Affairs & Company Secretary
Registered Office 4, Unity House, 2nd Floor, 8, Mama Parmanand Marg

Opera House, Mumbai-400 004
Plant Locations Plot No. C-2, MIDC, Jejuri, Taluka Purandar, Dist. Pune-412 302
Village & Post Office Rathdhana
Sonipat Jatheri Road, Sonipat, (Haryana) – 131 001
136, K.M.Stone, G.T.Road, Village & Post Office Shamgarh
Karnal (Haryana) – 132 116
Principal Bankers ICICI Bank

Bank of Baroda
United Bank of India
HDFC Bank Ltd.
Statutory Auditors Sharp & Tannan

Ravindra Annex
194, Churchgate Reclamation,
Dinshaw Vachha Road, Mumbai-400 020
Internal Auditors R. G. Mehta & Co.

B-203, Suchita Enclave, Maharashtra Nagar
Borivali (W), Mumbai 400 092

Temptation Annual Report 2008-09

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Temptation Annual Report 2008-09

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its all in the

Temptation Foods Limited

Without temptation, there would be no progress,

Everything would be as it were.

Temptation provides man with the primary

It is the inner urge to do something, to make

Temptation has spawned empires, bankrupted

It feeds ambition, powers enterprise and provides the

Temptation is a sensuous experience.

It is perceived via the gateways of sight,

Temptation is one of the most

I am, therefore I am tempted.

Acknowledged quality standards

Expertise in Individual Quick Freezing (-) 180C

Growing market for frozen foods

The trouble though, was that she was already married.

Temptation Foods Limited

Was this the face that launched a thousand ships

Frozen F&V Marine Foods

Vegetables – Green Beans; Okra; Red/Green Capsicum;

Ethnic Indian Vegetables – Surti Papdi Beans; Surti

Herbs – Basil; Bay Leaf; Chervil; Chives; Fenugreek;

Karen Anand’s product mix in proportion to their contribution to sales turnover

Taken together, these account for a nominal portion of TFL’s total

She bit into it, and so she succumbed to its temptation!

2008-09 8720 2008-09 800

2007-08 2007-08 323

2006-07 397 2006-07 71

2007-08 238 2007-08 11.42

2006-07 58 2006-07 4.59

0 100 200 300 400 500 600 0 5 10 15 20 25

0 500 1000 1500 2000 2500 3000

Return on Average Capital Employed

Acquisitions & Investments

Domestic Retail (Retail Chains)

Temptation Foods Limited

They touched the fabric, and

Temptation Foods Limited

Particulars 2008-09 2007-08

2. OPERATIONS: 4. BUSINESS PROSPECTS:

13.47% of the then

Your Company had initiated the process of issue of

However, due to the drastic deterioration in the financial

It is hoped that the situation would improve in the coming

investment, against, inter alia, the security of the shares of

continued co-operation during the year under Report.

Place : Mumbai Vinit Kumar

ii. Volatility ii. 51.81%

2 CONSUMPTION PER UNIT OF PRODUCTION (MT)

3 TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATON

4 FOREIGN EXCHANGFE EARNINGS AND OUTGO

Notes forming part of the Accounts.

Temptation Foods Limited

Diet/functional/ North America,

Snacks/prepared India, China

Dairy, meat, egg,

Surviving Mass Market Convenience Food Quality Hygiene High Technology

Source : Rabobank Research

Processed Foods Banking IT/ITES Pharma

Production and export of marine products

Producton Export Export as a Percentage of production

Source: Ministry of Agriculture of India, IDBI Capital Market Services

Business Overview Competitive Strengths

are shown below.