Tenth Annual Report 2014-15

CORPORATE INFORMATION CIN - U55209MH2006PTC161530 BOARD OF DIRECTORS Non-Executive Directors (Shareholders’ Nominees) Mr. Arun Gupta Mr. Dhanpal Jhaveri Mr. Jaspal Singh Sabharwal Mr. Nicholas Cator Mr. Sunil Kapur Non-Executive Independent Director Ms. Reena Chabbra Mr. Sandeep Saran (ceased on 31st August 2015) REGISTERED OFFICE: One Indiabulls Centre, 16th Floor, Tower 2A, Senapati Bapat Marg, Elphinstone Road, Mumbai – 400 013 CORPORATE OFFICE: 7/8, Plot No.2, Marol Co-operative Industrial Estate, Marol, Andheri (East), Mumbai 400059 Website: http://www.panindiafoods.com

CHIEF EXECUTIVE OFFICER & COMPLIANCE OFFICE Mr. Pramod Arora CHIEF OPERATING OFFICER Mr. Sanjay Malkani CHIEF FINANCIAL OFFICER Mr. C R Vasudevan STATUTORY AUDITORS M/s. S R B C & Co LLP, Chartered Accountants STATUTORY AUDITORS M/s. Mehta & Mehta. Company Secretaries REGISTRAR AND TRANSFER AGENT Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078 Tel: +91 22 25963838, Fax: +91 22 40436068 Website: www.linkintime.co.in Contact Person: Mr. Ganesh Jadhav Email: [email protected]

E-mail id: [email protected] E-mail id for Grievance Redressal: [email protected] Tel: +91 22 40436076 Fax: +91 22 40436068 Bankers Axis Bank Limited Citibank NA HDFC Bank Limited Kotak Mahindra Bank Limited State Bank of India

Pan India Food Solutions Private Limited

DEBENTURE TRUSTEE GDA Trusteeship Limited Mumbai Office - No 1, 2 & 3, 4th Floor, Rahimtoola House, 7, Homji Street, Fort, Mumbai – 400 001 Tel : +91 22 49220555, Fax: +91 22 49220505 Website: www.gdatrustee.com Contact Person: Ms. Sarita Iyer Email: [email protected] NCDs Listed on : BSE Limited 10th Annual General Meeting Wednesday, 30th September 2015 at 11.00 a.m. at registered office 10th Annual Report • 2014-15 Page | 2

OUR BRANDS CATER TO THE ENTIRE INDIAN DIASPORA…

An iconic brand with over 4 decades of goodwill, Copper Chimney offers a timeless craft of great North Indian cuisine. Although fine-dine, the ambience is relaxed, and caters to some of the finest delicacies from Punjab and the North West Frontier.

Specialty restaurant, conceived to serve up the finest in Italian cuisine. Celebrity Chef Bill Marchetti brings Italy’s vast and enticing array of flavors into Spaghetti Kitchen’s repertoire of dishes. Refreshing interiors, authentic food, all in all a unique destination.

Noodle Bar is best described as an adventurous array of oriental favourites. The brand has been instrumental in introducing new concepts to India. It combines full service, casual dining in a family atmosphere with attractive prices. Also in express formats in select locations.

With our first foray into all day dining, we have managed to create a market niche for full service, casual dining in the form of Bombay Blue. This format has won rave reviews for its superior food quality, value for money, international feel and friendly service. Also in express formats in select locations.

Pioneer in the frozen desserts market. Gelato is a healthier, tastier, weight friendly alternative to Ice Creams. Contains no added flavours or preservatives.

Founded in 1963, The Coffee Bean & Tea Leaf is the oldest and largest privately held specialty chain of coffee shops. Over the years, the brand has earned the reputation of being a leader in product innovation. International presence of 1000+ outlets. Pan India Food Solutions holds their master franchise rights in India. The Company operates food courts in prime malls and shopping centers under these two brand names. With multiple cuisine options, quick service and reasonable pricing, these formats have been widely accepted amongst the masses.

BOARD’S REPORT

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SELECT AWARDS AND ACHIEVEMENTS – OUR COMMITMENT TO EXCELLENCE The Company has highly experienced management team in F&B services business. Managed by a strong team of dedicated professionals, the Company’s commitment to excellence has earned recognition.

Spaghetti Kitchen wins the “Best Italian Restaurant” at the Times Food & Nightlife Awards : - 2010-14 for Kolkata, - 2011 - 2013 for Bengaluru; and - 2012 for Pune Spaghetti Kitchen was voted among the top Italian restaurants and one of the most innovative restaurants at the HT City Awards Nomination in 2009.

Bombay Blue awarded ‘Mumbai Hot 50’ brand by Hindustan Times in 2014. Bombay Blue awarded ‘Child Friendly Restaurant’ by Kidsstoppers.com, KSP Readers Choice 2014

The Coffee Bean & Tea Leaf won the “Best Café Award – Gold” at the India International Coffee Festival, 2012. Coffee Bean and Tea Leaf was voted among the top coffee chains in New Delhi in 2009 at the HT City Awards

Spoon won the “Most Admired Food Court Operator of the Year” for 3 consecutive years at Coca-Cola Golden Spoon Awards in 2009, 2010 and 2011.

Copper Chimney won Best Indian Cuisine National Restaurant Chain at the Indian Restaurant Awards 2013.

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Dear Members, Your Directors take pleasure in presenting the Tenth Annual Report of the Company together with the audited financial statements for the year ended 31st March 2015. THE FOOD AND BEVERAGE INDUSTRY IN INDIA The food services industry is becoming an increasingly important segment of India‘s economy. It is the second largest component of discretionary spending (following unorganized retail) and is projected to reach US$300 billion in revenues by 2018. In recent years, the F&B sector has emerged as one of the fastest growing industries with numerous domestic and international food chains entering the market. In spite of the recent economic slowdown, the food services industry in India is expected to remain one of the fastest growing in the Asia Pacific region and clock growths of 8-10% annually. (Source: Technopak and NRAI Reports). The food space is becoming increasingly competitive with new entrants in the organized food space. FINANCIAL SUMMARY / HIGHLIGHTS:

Particulars Total Income Total Expenditure Loss before exceptional items, finance costs, tax, depreciation and amortization Loss before tax Total Tax Expense Loss for the year

Year ended 31st March 2015 16,303.44 18,163.18 (1,859.74)

(Rs. In Lakh) Year ended 31st March 2014 16,810.50 18,460.65 (1,650.15)

(5,645.67) (1,756.74) (3,888.93)

(4,168.49) (685.10) (3,483.39)

FINANCIAL PERFORMANCE / STATE OF COMPANY’S AFFAIRS The members may note that the Company continues to operate its restaurants, food courts, gelato parlours and cafés at 11 cities in the country. The Company, in line with its plan of increasing the brand foot print by way of franchise business, has been successful in opening 7 stores (3 Gelato Italiano, 2 CBTL, 1 Bombay Blue & 1 Noodle Bar) in 5 cities (Bangalore, Cochin, Gurgaon, Ludhiana & Lucknow). The Company successfully negotiated an exit from a lease with a government body (MMRDA) where the

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location was losing huge amounts due to the sharp decline in footfalls. This essentially enabled savings of approximately Rs.2.65 Crore per annum for the next 4 years. The Company has exited most of the loss making locations this financial year and hence laying a foundation to improve the performance in the next financial year. These planned exits from non performing stores and food court(s) have led to the Company posting lower revenues from operations during the year. Loss before tax for the year was at Rs.5,645.67 Lakh compared to Rs.4,168.49 Lakh last year attributable to higher depreciation and exceptional item. Loss after tax was Rs.3,888.93 Lakh compared to Rs.3,483.39 Lakh last year. The Company shall further account for impairment of assets pertaining to few nonperforming / closure due (exit due to expiry of term) locations in accordance with the provisions of Accounting Standard – 28, issued by the Institute of Chartered Accountants of India. The rationalizations of all costs (recipe management, manpower, operational costs) continue unabatedly to ensure that they are aligned with the tough trading environment. Further work continues on:  Standardising the menu, recipe management, brand parameters.  Simplification of the central kitchen operations leading to substantial savings in operating costs and hence de-risking the business significantly, also enabling it to expand and attain a national footprint with minimal fixed cost accretion in the back-end.  A very active social connect program with the customers has been rolled out which will form the backbone of the loyalty program being rolled out.  Brand building has commenced to differentiate the brands in the marketplace.

JOINT VENTURE The Company has formed a joint venture with a leading mall operator i.e. Select Infrastructure Private Limited, who run the immensely successful Select Citywalk Mall at Saket, New Delhi, to operate multi-brand food court under the brand 'My Square', which aims to enhance dining experience. The Company holds 49% stake in the joint venture company, Versatile Food Courts Private Limited, and the balance 51% stake is held by Select Infrastructure Private Limited. This joint venture has developed a state of the art and very futuristic aspirational food court with a good mix of national and international players at Select Citywalk Mall. This food court became operational in January 2015 and has met with resounding success. Both the parties envisage expanding this model to other malls and aspire to make the joint venture a nationwide operator of food courts. The salient features of the financial statements of Versatile Food Courts Private Limited, in the prescribed Form AOC-1, is provided in Annexure 1 to this report.

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DIVIDEND Your Directors regret their inability to declare any dividend for the year under review. AMOUNT CARRIED TO RESERVE The Company has not transferred any amount to the reserves during the current financial year. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. SHARE CAPITAL During the year, the Company’s authorised share capital of Rs.170 Crore was reclassified into 3,04,50,871 equity shares of INR.10/- each and 13,95,49,129 preference shares of INR.10/- each to enable issue of additional preference shares. The Company thereafter allotted further preference shares at premium and the paid up share capital of the Company as on date is Rs.160.39 Crore divided into 28,010,000 Equity Shares of Rs.10/- each and 13,23,80,529 Cumulative Compulsorily Convertible Preference Shares of Rs.10/- each. In terms of the Shareholder’s Agreement and the Articles of Association of the Company, aggregate of 4,35,55,550 Compulsorily Convertible Preference Shares (CCPS-Series 1) allotted by the Company are due to be converted into equivalent number of equity shares at par and shall rank pari passu to the existing equity share capital of the Company. The CCPS-Series 1 are currently held by Cuisine Asia Limited and upon conversion, in October 2015, Cuisine Asia Limited’s equity shareholding in the Company would increase from 48.90% to 80.00%. The conversion will not result in any change in the shareholding of the Company on a fully diluted basis. The resolution seeking approval of the Members for reclassification of the authorised share capital to enable the aforesaid conversion of shares has been incorporated in the notice of the forthcoming annual general meeting of the Company.

ISSUE OF NON-CONVERTIBLE DEBENTURES At the Extraordinary General Meeting held on 12th November 2014, members had approved raising debt upto Rs.50 Crore by issue of the Non Convertible Debentures (NCDs) on a private placement basis, in multiple tranches. Pursuant thereto, the Company has allotted 240 Rated Secured Compulsorily Redeemable Non-Convertible Debentures of Rs.10 Lac each, aggregating to Rs.24 Crore on 27th January 2015 on private placement basis under Tranche 1 having maturity period of 3 years with put and call options.

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The NCDs were listed on the Wholesale Debt Market Segment of BSE Limited. With the listing of said NCDs on the BSE Limited, your Company has become a listed company in terms of Section 2(52) of the Companies Act, 2013 (“Act”) and accordingly is required to comply with the provisions applicable to listed company under the Act and with the debt listing agreement of BSE Limited. Subsequently, after the closure of the financial year 2014-15, the Company has on 6th August 2015 allotted further 260 listed, rated secured compulsorily redeemable, non-convertible debentures of Rs.10 Lac each, aggregating to Rs.26 Crore on private placement basis under Tranche 2 having maturity period of 5 years with put and call options. Thus, the Company, in aggregate of Tranche 1 and Tranche 2 issue of NCDs, has raised Rs.50 Crore as debt. The NCDs under both tranches are secured by creating (i) first and exclusive charge on intangible assets of the Company namely the goodwill and trademarks / brands of the Issuer viz. Spaghetti Kitchen, Bombay Blue, Gelato Italiano, Noodle Bar, Spoon and Foodtalk; and (ii) a second charge by way of hypothecation on all present and future current assets, moveable assets and credit card receivables of the Issuer. The Company has obtained consent from Kotak Mahindra Bank Limited, existing lender, for creation of second charge on all present and future current assets, movable assets and credit card receivables. GDA Trusteeship Limited has been appointed as the Debenture Trustee for the entire issue of NCDs.

CREDIT RATING Brickwork Ratings India Private Limited assigned the credit rating of BWR BB (Pronounced as BWR BB) Rating with a Stable outlook to the NCD Programme of Rs.50 Crore of the Company . Subsequently, after the closure of the financial year 2014-15, while issue of Tranche 2 NCDs, Brickwork Ratings India Private Limited also reaffirmed the Credit Rating of “BWR BB (Pronounced as BWR BB)”. The instrument(s) with this rating are considered to have moderate risk of default regarding timely servicing of financial obligations.

PARTICULARS OF DEPOSITS During the year under review, the Company has neither invited nor accepted any deposits from the public.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Pursuant to Section 134 (3)(g) of the Act, the particulars of loans given, investments made or guarantees given or security provided under Section 186 of the Act are appended in Annexure 2

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES The Audit Committee and the Board of Directors have approved related party transactions for the financial year 2014-15. The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure 3.

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BOARD OF DIRECTORS During the year under review, Mr. Nicholas Cator, a nominee of Cuisine Asia Ltd, was appointed as an additional non-executive director with effect from 16th February 2015 in place of Mr. Daniel Grossmann, a nominee of Cuisine Asia Ltd, who ceased to be the Director on the same day, consequent to the withdrawal of his nomination. The Board places on record its appreciation for the contributions made by Mr. Grossmann to the Company. Mr. Nicholas Cator, appointed as an Additional Director, holds office up to the date of the ensuing Annual General Meeting. The Board recommends his appointment as a Non-Executive Director of the Company whose office shall not be liable for retirement by rotation. Upon the listing of the Company’s NCDs on BSE Limited, the Company has become a “listed company” as per the provisions of the Act and the Company inter alia is required to appoint independent director(s), woman director on its Board and various committees. The Company has appointed Ms. Reena Chhabra and Mr. Sandeep Sharan as an Additional Non-Executive Independent Directors of the Company for a term of two years with effect from 30th March 2015, subject to approval of the shareholders. Ms. Reena Chhabra, appointed as an Additional Director, holds office up to the date of ensuing Annual General Meeting. The Board has recommended her appointment as a Non-Executive independent Director of the Company whose office shall not be liable for retirement by rotation. Mr. Sandeep Saran, has accepted a full time position with another company, the terms of which prohibit him from taking any outside directorships position. Consequently, Mr, Saran expressed his desire to step down as a director of the Company with effect from 31st August 2015. The Board places on record its appreciation for the contributions made by Mr. Saran to the Company. The identification of a suitable candidate meeting the necessary criteria, to be appointed as a Non-Executive independent Director is under process The resolutions seeking approval of the Members for the appointment of Mr. Nicholas Cator and Ms. Reena Chhabra have been incorporated in the notice of the forthcoming annual general meeting of the Company. A brief profile of Mr. Cator and Ms. Chhabra has been provided in the explanatory statement to the notice calling the annual general meeting. All the Directors of the Company being non-rotational Directors as per the Articles of Association are not liable to retirement at the ensuing Annual General Meeting of the Company.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS The Company has received necessary declarations from each of the Non-Executive Independent Directors under Section 149(7) of the Act confirming that he/she meets the criteria of independence as provided under Section 149 (6) of the Act.

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DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act, your Directors hereby confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures; b) appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; d) the annual accounts have been prepared on a going concern basis; e) internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EVALUATION OF BOARD OF DIRECTORS Pursuant to the provisions of the Act, the Nomination and Remuneration Committee of the Board proposes to carry out annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board.

COMMITTEES OF THE BOARD Your Company intends to adhere to the highest standards of governance and Company’s philosophy of Corporate Governance is about promoting corporate fairness, transparency and accountability. The Board of Directors has inter alia constituted the following committees and the role of each committee has been broadly defined for effective business operations and governance of the Company. Audit Committee Mr. Dhanpal Jhaveri, Chairman Non- Executive Director Ms. Reena Chhabra Non- Executive Independent Director

Nomination and Remuneration Committee Mr. Dhanpal Jhaveri, Chairman Non- Executive Director Mr. Jaspal Singh Sabharwal Non- Executive Director Ms. Reena Chhabra Non- Executive Independent Director

BOARD MEETINGS The Board meets at regular intervals. During the financial year 2014-15, four board meetings were held on 27th May 2014, 3rd September 2014, 21st October 2014 and 16th February 2015; one audit committee

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meeting was held on 3rd September 2014 and one nomination and remuneration committee meetings were held on 3rd September 2014. The gap between the two board meetings did not exceed 120 days. In addition to the above, the Board / Committees also took decisions by passing resolutions by circulation. The resolutions so passed are noted at subsequent meeting of the Board or the committee thereof, as the case may be, and are made part of the minutes of such meeting. The attendance of each director at the meetings was as under: Name of the Director

Number of Meetings Attended in 2014-15 (including participation through video conferencing) Board Audit Nomination And Committee Remuneration Committee Mr. Arun Gupta 1 NA NA Mr. Dhanpal Jhaveri 4 1 1 Mr. Jaspal Singh Sabharwal 1* 1 1 Mr. Daniel Grossmann 1* None* None Mr. Nicholas Cator None* (appointed with effect from 16th February 2015) Ms. Reena Chhabra None (appointed with effect from 30th March 2015) Mr. Sandeep Sharan None (appointed with effect from 30th March 2015) Mr. Sunil Kapur 1 NA NA * Additional meeting(s) were attended / participated by means of audio conference, however, the said are not considered for the above as per the provisions of the Act.

POLICIES ON DIRECTORS’ APPOINTMENT AND REMUNERATION The existing policy of the Company is to have agreed mix of nominees of shareholders of the Company as non-executive directors and to have non-executive independent directors to satisfy requirement of the Act. All directors of the Company being non-executive directors no remuneration is being paid to them except for sitting fees of Rs.10,000/- per meeting being paid to non-executive independent directors for attending meetings of the Board and Committee(s) thereof. The Nomination and Remuneration Committee of the Company has formulated a policy on Directors’ appointment and remuneration including criteria for determining qualifications, independence of a Director, recommendation of remuneration of the key managerial personnel and other employees and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure 4 to this Report.

CHIEF EXECUTIVE OFFICER & COMPLIANCE OFFICER Mr. KS Narayanan ceased to be the Chief Executive Officer and Compliance Officer with effect from 21 st May 2015. The Board places on record its recognition and appreciation for the services rendered by Mr. KS Narayanan as the Chief Executive Officer of the Company.

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Mr. Pramod Arora has been appointed as the Chief Executive Officer and Compliance Officer of the Company with effect from 25th May 2015. Mr. Arora, aged 44 years, an engineering graduate, was earlier the Group President of PVR Limited where he worked for 18 years to make it India’s largest and most premium cinema multiplex company from early inceptive and conceptual stage. During his tenure and leadership, PVR has grown as the market leader in multiplex space with 472 screens across the country by means of organic and acquisition growth.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure 5 to this Report. It is confirmed that the remuneration paid is as per the remuneration policy of the Company. The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given as a annexure 6 appended hereto and forms part of this report. The report and accounts are being sent to the shareholders excluding the aforesaid annexure 6. Any shareholder interested in obtaining the copy of annexure may write to the Chief Executive Officer at the registered office of the Company.

EMPLOYEE STOCK OPTION SCHEME The Company had formulated “Pan India Employee Stock Option Scheme 2010” (ESOS 2010) with a objective to reward Employees (as defined in ESOS 2010) for their past association and performance as well as to motivate them to contribute to the growth and profitability of the Company. The Members vide Special Resolution passed at the Fifth Annual General Meeting held on 29th September 2010 had approved ESOS 2010 the grant of a total of 24,40,871 Employee Stock Options, Exercisable into 24,40,871 equity shares of face value of Rs.10/- each, with each such Option conferring a right upon the Option Grantee to apply for one equity share of the Company, in accordance with the terms and conditions of such issue. For the benefits of all the option grantees and to facilitate more participation, the members at the last annual general meeting held on 30th September 2014 approved extension of the exercise period of options granted and not exercised or options to be granted under ESOS 2010 upto the earlier of Liquidity Event (as defined in ESOS 2010) or date of filing of Draft Red Herring Prospectus by the Company for offer of shares to public. The Members may note that as on 31st March 2015, 10,12,000 Stock Options were outstanding after taking into account options lapsed / expired. The disclosure(s) as required under the Securities and Exchange Board of India (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999, are annexed as Annexure 7 to this Report.

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VIGIL MECHANISM/WHISTLE BLOWINGPOLICY The Company encourages its employees who have bona fide concerns about any actual or suspected wrongdoing to come forward and express these concerns in a responsible and effective manner without any fear and provides protection from victimisation, harassment or unfair treatment. The Company has formulated a whistle blowing policy to enable raising concerns about the Company's operations and working environment, unethical, improper practices or any other wrongful conduct including fraud, possible breaches of the Company's policies and standards or values or any laws. The Policy has been disseminated to all employees and is also disclosed on the Company’s website. Employees can approach the Audit Committee directly to report any such concern. In appropriate / exceptional cases, the employee raising concern may be provided direct access to the chairperson of the Audit Committee. During the financial year 2014-15, no cases under this mechanism were reported in the Company.

RISK MANAGEMENT The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a company’s capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a Company’s operating environment and they emerge on a regular basis. The Company's risk management process focusses on ensuring that these risks are identified on a timely basis and addressed. The Company's risk management process involves risk identification, assessment and risk mitigation planning for strategic, operational and compliance related risks across functions and geographies.

SECRETARIAL AUDIT AND OBSERVATIONS Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mehta & Mehta, Company Secretaries to conduct the secretarial audit for the financial year 2014-15. The audit inter alia covered compliances by the Company of the provisions of the Companies Act, 2013, specified regulations under SEBI Act, 1992, Foreign Exchange Management Act, 1999, listing compliances, industry specific regulations and systems and processes to monitor and ensure compliance. The Secretarial Audit Report as received from M/s. Mehta & Mehta is appended to this Report as Annexure 8. The observations of the Secretarial Auditor and explanation thereto are as under:  With regard to observation on the appointment of Company Secretary, the management clarifies that the Company is in the process of identifying the right incumbent.  With regard to observation on hygiene practices, the management states that standard operating procedures have been introduced to further strengthen, control and standardize hygiene efforts at all stores and outlets of the Company.  In response to observation on vaccination against the enteric groups of diseases, the management states that food handlers / employees of the Company undergo regular medical check-ups and it shall Pan India Food Solutions Private Limited

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 

take appropriate measures to ensure necessary steps for vaccination against the enteric groups of diseases. The observation on obtaining licenses under Regulation 2.1.2(3) of the Food Safety and Standards (Licensing & Registration of Food Business) Regulations, 2011, for which the Company has time upto 4th February, 2016 is self-explanatory. With regard to the observation on presence of adequate systems and processes in the Company to monitor and ensure compliance with applicable laws, except for Payment of Bonus Act, 1965, the management states that it shall set up necessary systems and process to also monitor and ensure compliance of Payment of Bonus Act, 1965.

AUDITORS: M/s. S R B C & Co. LLP, Chartered Accountants, (Registration Number 324982E) were appointed for the term of two consecutive years (financial years 2014-15 and 2015-16) and to hold the office from the conclusion of the 9th Annual General Meeting till the conclusion of the 11th Annual General Meeting of the Company, subject to ratification by the Members at every Annual General Meeting to be held during the period. The written consent from M/s. S R B C & Co. LLP, Chartered Accountants for their re-appointment as Statutory Auditor, a certificate, that there are eligible for appointment and satisfies the criteria provided in Section 141 of the Act and the Companies (Audit and Auditors) Rules, 2014 and does not suffer from any disqualification are received by the Company. Accordingly, the Board proposes to recommend to the members of the Company to consider and ratify appointment of M/s. S R B C & Co. LLP, Chartered Accountants, (Registration Number 324982E) as statutory auditors of the Company for the financial year 2015-2016 and to hold the office till the conclusion of the 11th Annual General Meeting of the Company.

OBSERVATION OF STATUTORY AUDITORS ON FINANCIAL STATEMENTS The remark by the Auditor on deferred tax asset in paragraph no. (i) of their Report is based on the past performance of the Company. The management is of the opinion that in view of the future plans of the Company, the Company should generate taxable income against which such deferred tax asset can be realized. Certain factors like drop in spending and high inflation has affected the Company. The Management is cautiously optimistic about the performance and profitability of the Company in future. With regard to the remark by the Auditor on capital advances in paragraph no. (ii) of their Report, the management maintains that these advances are recoverable and balance confirmations are available for the same. Active steps are being taken for recovery. The management also represents that these balances will be recovered by March 2016 and in the case of non-recovery will be provided. With regard to the remark by the Auditor on security deposit to a director of the Company in paragraph no. (iii) of their Report, the Management maintains that this deposit is recoverable as per its understanding and is making attempts to recover the same.

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With regards to the remark by the Auditor in paragraph no. vii (c) of the Annexure to Auditor’s Report, the Management states that it has taken appropriate steps to prevent the recurrence of such delays. The Auditor in paragraph no. viii of the Annexure to their Report has reported that the Company’s accumulated losses, without considering the effect of Deferred Tax Asset recognised by the Company, exceed 50% of its net worth. Further, the Auditor in paragraph no. viii of the Annexure to their Report has reported that the Company has incurred cash losses in the current and immediately preceding financial year. The members may note that the factors like drop in spending and high inflation has affected the Company. The Management is cautiously optimistic about the performance of the Company in the time to come.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information as required to be given under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure 9 forming part of this Report. For details of foreign exchange earnings and outgo members are requested to refer Note Nos.36 and 40 of notes to accounts.

EXTRACT OF ANNUAL RETURN Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure 10.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Care & Dignity policy for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy combats discrimination / sexual harassment of men and women in the workplace. During the financial year 2014-15, no cases in the nature of sexual harassment were reported at any workplace of the Company.

ACKNOWLEDGEMENT The Board takes this opportunity to record its sincere appreciation for the dedicated services rendered by employees at all levels. We would like to express our grateful appreciation for the assistance and support

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extended by all government authorities, regulatory authorities, stock exchange, supply chain partners, stakeholders, financial institutions, banks, suppliers, consultants, auditors and other business associates. for Pan India Food Solutions Private Limited

31st August 2015, Mumbai

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ANNEXURE 1 Form AOC-1 Salient features of the financial statements of Versatile Food Courts Private Limited pursuant to Section 129 (3) of the Companies Act, 2013 Part “B”: Associates and Joint Ventures Name of Associates/Joint Ventures 1. Latest audited Balance Sheet Date 2. Shares of Associate/Joint Ventures held by the company on the year end Number of Shares Amount of Investment in Associates/Joint Venture Extent of Holding % 3. Description of how there is significant influence 4. Reason why the associate/joint venture is not consolidated

Versatile Food Courts Pvt. Ltd 31st March 2015

6. Profit / Loss for the year i. Considered in Consolidation ii. Not Considered in Consolidation

(49,24,510)

9,80,000 98,00,000 49% Joint Venture Company No consolidation done by virtue exemption granted for FY 2014-15 vide MCA notification dated 14th October 2014 5. Net Worth attributable to Shareholding as per 73,86,990 latest audited Balance Sheet

1. Names of associates or joint ventures which are yet to commence operations -None 2. Names of associates or joint ventures which have been liquidated or sold during the year-None

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 17

Pan India Food Solutions Private Limited

Guarantee

Acquisition

4

01-10-2009

Thacker & Co Ltd

Rs.4,50,00,0 00

Versatile Food 23-12-2014 Courts Pvt Ltd Rs.98,00,000 NA

2

3

1

Amount of Loan/Securit y/Acquisition /Guarantee

Nature of Date of making Name and transaction Loan/Acquistion/ Address of the Person or Body (whether Giving Loan/Guaran Guarantee/Provi Corporate to tee/Security ding Security whom it is made or given /Acquistion) or whose securities have been acquired (Listed /Unlisted entities)

6 Investment in JV Company

Corporate 31-10-2017 Guarnatee

5

8

5.67

NA

1.23 03-Sep-14 NA

7

9

NA

NA

10

NA

NA

11

NA

NA

12

14

NA

NA

NA

Rs.9800000 At par NA

13

15

For For Acquist Loans Cost of Date of Date of Date of Rate of Date of No and Nominal % of Time period for Purpose of which it is Loan/Acquistion/ loan/acquisitio Passing of passing Interest maturity kind of Value and Acquisti Selling Securitie paid up value on ( in Investm Special n /exposure on Board made/given Guarantee/ case of ents s guarantee/sec resolution resolutio Security Securitie n, if urity provided s how required to the paid up the Capital, Free purchas Reserves and e price securities was Premium arrived account and % at) of free reserves and securities premium

NA

NA

16

Selling Price ( how the price was arrived at)

Annexure 2

Form MBP – 2

Register of loans, guarantee, security and acquisition made by the company

10th Annual Report • 2014-15 Page | 18

ANNEXURE 3 FORM NO. AOC -2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto. 1. Details of contracts or arrangements or transactions not at Arm’s length basis. There were no comparable available to ascertain whether the below transaction was on arm’s length basis. It being not in the ordinary course of business was approved both by the Audit Committee and the Board.

a)

Sl. No. (i)

b)

(ii)

c)

(iii)

d)

e)

f) g) h)

Particulars

Details

Name (s) of the related party & nature of relationship Nature of contracts / arrangements / transaction

Burger King India Private Limited wherein Mr. Jaspal Singh Sabharwal Director of the Company is Director The Company surrendered its three identified locations, namely Oberoi Mall – Bombay Blue / Noodle Bar Express, Phoenix Mills - Spaghetti Kitchen and Select CityWalk – Spaghetti Kitchen, back to the respective landlord(s) with the assurance from the landlord(s) that they would give the premises to Burger King India Private Limited and Burger King India Private Limited shall in return pay compensation the One Time

Duration of contracts/arrangements/transaction (iv) Salient terms of the contracts or The Company had received compensations from Burger arrangements or transaction including King India Private Limited aggregating upto the value, if any Rs.4,45,48,990 as detailed below, and any expenses incurred towards exit from the premises : a. Claim on loss of profits for the balance term of the lease; and b. Claim on loss of assets which shall be based on the residual value at the end of the lease period. (v) Justification for entering into such The management was of the view that it was an contracts or arrangements or opportunity to recover sunk costs, release stressed transactions’ capital and also leverage on location. (vi) Date of approval by the Board 21st October 2014 (vii) Amount paid as advances, if any None (viii) Date on which the special resolution was Not required passed in General meeting as required under first proviso to section 188

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 19

2. Details of contracts or arrangements or transactions at Arm’s length basis.

a)

SL. No. (i)

b)

(ii)

c) d)

(iii) (iv)

e) f)

(v) (vi)

Particulars Name (s) of the related party & nature of relationship

Details Global Kitchens Pvt. Ltd. wherein Mr. Sunil Kapur, Director of the Company is a Director Nature of contracts/arrangements/transaction Sales of Food Products (Gelato) for its restaurant at bulk rates Duration of the contracts/arrangements/transaction One time sale Salient terms of the contracts or arrangements or Consideration: Rs.4,820/transaction including the value, if any This was an arm’s length transaction wherein the sale was done as per existing rates for bulk delivery Date of approval by the Board 25th May 2015 Amount paid as advances, if any None

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 20

Annexure 4 POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES INTRODUCTION Section 178 of the Companies Act, 2013 read along with the applicable rules thereto mandates every listed company to have a policy on criteria for determining qualifications, positive attributes and independence of a director and remuneration for the directors, Key Managerial Personnel and other employees. Accordingly, this policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (the Committee) and has been approved by the Board of Directors. The Policy seeks to provide criteria for determining qualifications, positive attributes and independence of a director and remuneration for the directors, Key Managerial Personnel and senior management. The Policy shall be subject to the provisions of the Companies Act, 2013 and the rules made thereunder as may be applicable from time to time. I. OBJECTIVE The Key Objectives of the Policy is: a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management. b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation. c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management. II. DEFINITION All terms used in this policy shall have the same meaning ascribed to them under the Companies Act, 2013 and Articles of Association of the Company. III. APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT a) The Committee shall consider the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel or at Senior Management level and recommend his / her appointment, as per Company’s Policy. b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 21

c) The Committee shall identify the person for appointment as a Independent Director if he meets all criteria of independence specified in Section 149(6) of the Companies Act, 2013 and rules made thereunder.

IV. TERM / TENURE Independent Director An Independent Director shall hold office for a term up to two consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. V. EVALUATION The Committee shall carry out evaluation of performance of Director, Key Managerial Personnel and Senior Management Personnel yearly or at such intervals as may be considered necessary. VI. REMOVAL The Committee may recommend with reasons recorded in writing, removal of a Director, Key Managerial Personnel or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company. VII. RETIREMENT The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, Key Managerial Personnel and Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company. VIII. POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL Remuneration to Independent Directors: The Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Committee and approved by the Board of Directors. An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 22

in any share based payment schemes of the Company. Remuneration to Key Managerial Personnel and Senior Management: a) The remuneration payable shall be based on the Company’s size, presence, its economic and financial position, industry trends, compensation paid by the peer companies etc. b) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and variable incentive pay, in compliance with the applicable laws and in accordance with the Company’s Policy/ market practise. c) The Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management. d) The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as may be decided from to time. e) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management and other qualitative factors, to be decided annually or at such intervals as may be considered appropriate.

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 23

ANNEXURE 5 Disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i)

ii)

iii)

iv) v)

vi)

vii)

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year

All directors of the Company being non-executive directors no remuneration is being paid to them except for sitting fees of Rs.10,000/- per meeting being paid to non-executive independent directors for attending meetings of the Board and Committee(s) thereof in terms with the Remuneration Policy applicable to Non-Executive Directors. The ratio of remuneration and percentage increase for NonExecutive Directors’ Remuneration are therefore not considered for this purpose. The percentage increase in All directors of the Company being non-executive remuneration of each director, Chief directors no remuneration is being paid except as Financial Officer, Chief Executive detailed above. Officer, Company Secretary or Manager, if any, in the financial year There was no change in the remuneration paid to the Chief Executive Officer. During financial year ended 31st March 2015, the Chief Financial Officer resigned and a new Chief Financial Officer was appointed at a lower compensation. The percentage increase in the The average increase in remuneration per employee median remuneration of employees in was 2.59% (including KMPs). the financial year The number of permanent employees 1675 as on 31st March 2015 on the rolls of company The explanation on the relationship The average increase in remuneration per employee between average increase in was 2.59% vis-a-vis a 3.02% decrease in the remuneration and company Company’s total revenue for the year 2014-15. performance The increase in remuneration is in line with current market trends and compliance with standard wage norms. Comparison of the remuneration of The remuneration of Key Managerial Personnel for the Key Managerial Personnel against the year 14-15 declined by 47% and the Company’s the performance of the company total revenue decreased by 3.02%. This was mainly due to change in Chief Financial Officer during the year and hence the figures are not comparable. Variations in the market capitalisation NA of the company, price earnings ratio as at the closing date of the current

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 24

financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company

x)

Average percentage increase made in the salaries of employees other than the managerial personnel for the year 2014-15 was 2.07% (excluding KMP) whereas there is decline in the managerial remuneration by 47% The decrease in compensation paid to managerial personnel was mainly due to change in Chief Financial Officer during the year and hence the figures are not comparable. There was no change in the remuneration paid to the Chief Executive Officer. During financial year ended 31st March 2015, the Chief Financial Officer resigned and a new Chief Financial Officer was appointed at a lower compensation.

The Company’s total revenue decreased by 3.02%. The key parameters for any variable NA component of remuneration availed by the directors

xi)

The ratio of the remuneration of the NA highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

xii)

Affirmation that the remuneration is Yes as per the remuneration policy of the company.

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 25

ANNEXURE 7 Disclosures as required under the Securities and Exchange Board of India (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines,

EMPLOYEES STOCK OPTIONS SCHEME The Stock Options granted to the employees currently operate under one scheme viz. Pan India Employee Stock Option Scheme 2010 (ESOS 2010) and the disclosures below as at 31st March 2014, on a cumulative basis. Options Granted

20,22,775

The pricing formula

As per ESOS 2010 approved pursuant to the SEBI (ESOS & ESPS) Guidelines, 1999

Options Vested

8,32,000

Options Exercised

NIL

The total number of shares arising as a result of exercise of option

NIL

Options lapsed/ cancelled/ forfeited

3,94,489

Variation of terms of options

During the year under review, for the benefits of all the option grantees and to facilitate more participation, the exercise period of options granted and not exercised or options to be granted under ESOS 2010 was extended upto the earlier of Liquidity Event or date of filing of Draft Red Herring Prospectus by the Company for offer of shares to public.

Money realized by exercise of options

NIL

Total Number of options in force

10,12,000

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 26

Employee wise details of options granted during the year to: i) Directors and senior managerial personnel ii) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year

Detailed in Note 1. The report and accounts are being sent to the shareholders excluding the Note 1. Any shareholder interested in obtaining the copy of Note 1 may write to the Chief Executive Officer at the registered office of the Company.

iii) Identified employees who are granted None options, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant. Diluted Earning Per Share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard (AS) 20 (‘Earning Per Share’)

Rs. (13.89)

Where the company has calculated the N.A. employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. Weighted-average exercise prices and The shares of the Company are not listed. weighted-average fair values of options The exercise price is not less than the fair shall be disclosed separately for options value of options. whose exercise price either equals or exceeds or is less than the market price of the stock. A description of the method and significant assumptions used during the

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 27

year to estimate the fair values of options, including the following weighted-average information: i) risk-free interest rate

ii) expected life

iii) expected volatility (beta)

8.20%

As per ESOS 2010 approved pursuant to the SEBI (ESOS & ESPS) Guidelines, 1999

Considered nil as the shares of the Company are not listed

Nil iv) expected dividends and The shares of the Company are not listed v) the price of the underlying shares in market at the time of option grant

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 28

ANNEXURE 8

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 29

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 30

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 31

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 32

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 33

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 34

ANNEXURE 9 Information as required to be given under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure 9 forming part of this Report.

(A) Conservation of energy(i) the steps taken or impact on conservation of energy : Installation of low wattage LED lights in place of high wattage light fittings in process (ii) the steps taken by the company for utilising alternate sources of energy: NIL (iii) the capital investment on energy conservation equipments: The Company plans to replace existing aged equipment with energy efficient ones. This will be subject to available resources and other factors. (B) Technology absorption- NIL (i) the efforts made towards technology absorption; (ii) the benefits derived like product improvement, cost reduction, product development or import substitution; (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)(a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development.

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 35

ANNEXURE 10 Form No. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended on March 31, 2015 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: (i) CIN :- U55209MH2006PTC161530 (ii) Registration Date : - 1st May 2006 (iii) Name of the Company : - Pan India Food Solutions Private Limited (iv) Category : - Company Limited by shares Sub-Category of the Company Indian Non-Government Company (v) Address of the Registered : - One Indiabulls Center, 16th Floor, Tower 2A, office and contact details Senapati Bapat Marg, Elphinstone Road, Mumbai – 400 013 Tel: +91 22 40436076 , Fax: +91 22 40436068 Email: [email protected] Website: www.panindiafoods.com (vi) Whether listed company : - Listed (Debentures of the Company are listed on the wholesale debt segment of BSE Limited) (vii) Name, Address and Contact :- Link Intime India Private Limited details of Registrar and C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup Transfer Agent, if any (West), Mumbai - 400 078 Contact Person: Mr. Ganesh Jadhav Tel: +91 22 25963838, Fax: +91 22 40436068 Email: [email protected] Website: www.linkintime.co.in II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:Sr. Name and Description of main products / services NIC Code of the Product/ % to total turnover No. service of the company 1. To carry on the business of restaurants, food courts, 56301 98.68% cafes and other drinking and eating activities (NIC Code 2008) III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES – Sr. Name and address of No. the Company 1. Cuisine Asia Ltd 2.

CIN/GLN 106259 - company incorporated in Mauritius U55101DL2014PTC273741

Holding/ Subsidiary/ Associate Holding Company

% of shares held 88.54%*

Applicable Section 2 (46)

Versatile Food Courts Associate (joint 49% Private Limited venture company) *Includes both equity shares and compulsorily convertible preference shares on a fully diluted basis.

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 36

2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Share Holding Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

(1) Indian a) Individual/HUF b) Central Govt.or State Govt.

----------

----------

----------

----------

----------

----------

----------

----------

----------

----------

c) Bodies Corporates d) Bank/FI e) Any other

---------------------------1,36,96,890 ------1,36,96,890

----------------------------------------

---------------------------1,36,96,890 ------1,36,96,890

---------------------------48.90% ------48.90%

---------------------------1,36,96,890 ------1,36,96,890

----------------------------------------

---------------------------1,36,96,890 ------1,36,96,890

---------------------------48.90% ------48.90%

----------------------------------------

----------------------------------------

A. Promoters

SUB TOTAL:(A) (1) (2) Foreign a) NRI- Individuals b) Other Individuals c) Bodies Corp. d) Banks/FI e) Any other… Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 37

B. PUBLIC SHAREHOLDING (1) Institutions a) Mutual Funds b) Banks/FI C) Cenntral govt d) State Govt. e) Venture Capital Fund f) Insurance Companies g) FIIS h) Foreign Venture Capital Funds

----------------------------

----------------------------

----------------------------

----------------------------

----------------------------

----------------------------

----------------------------

----------------------------

----------------------------

----------------------------

i) Others (specify)

----

1,43,13,110

1,43,13,110

51.10%

----

1,43,13,110

1,43,13,110

51.10%

----

----

SUB TOTAL (B)(1):

----

1,43,13,110

1,43,13,110

51.10%

----

1,43,13,110

1,43,13,110

51.10%

----

----

----------------

----------------

----------------

----------------

----------------

----------------

----------------

----------------

----------------

----------------

(2) Non Institutions a) Bodies corporates i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs.1 lakhs

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 38

ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs

----

----

----

----

----

----

----

----

----

----

c) Others (specify)

----

----

----

----

----

----

----

----

----

----

SUB TOTAL (B)(2):

----

----

----

----

----

----

----

----

----

----

Total Public Shareholding (B)= (B)(1)+(B)(2)

----

1,43,13,110

1,43,13,110

51.10%

----

1,43,13,110

1,43,13,110

51.10%

----

----

C. Shares held by Custodian for GDRs & ADRs

----

----

----

----

----

----

----

----

----

----

----

----

Grand Total (A+B+C) 1,36,96,890 1,43,13,110 28010000 48.90% 1,36,96,890 1,43,13,110 28010000 48.90% *The Company has also issued Compulsorily Convertible Preference Shares. The Foreign Body Corporate holds 96.92 % of the Compulsorily Convertible Preference Shares of the Company and resultantly, it holds 88.54% of the share capital of the Company on the fully diluted basis

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 39

ii. Shareholding of Promoters Sr.No

Shareholder’s Name

Shareholding at the beginning of the year No. of Shares % of total %of Shares Shares of Pledged / the encumbered to company total shares

Share holding at the end of the year No. of Shares % of total %of Shares Shares of the Pledged / company encumbered to total shares

% change in share holding during the year

1

Cuisine Asia Ltd 1,36,96,890 48.90% Nil 1,36,96,890 48.90% Nil Nil Total *The Company has also issued Compulsorily Convertible Preference Shares. Cuisine Asia Ltd holds 96.92 % of the Compulsorily Convertible Preference Shares of the Company and resultantly, it holds 88.54% of the share capital on the fully diluted basis

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 40

iii. Change in Promoters’ Shareholding (please specify, if there is no change)- NO CHANGE Sl. No. Shareholding at the beginning of Cumulative Shareholding during the year the year No. of shares % of total No. of shares % of total shares of the shares of the company company 1. At the beginning of the year Date wise Increase / Decrease in Promoter Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): At the End of the year iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) Sr. no

1

2

Shareholding at the beginning of the year % of total No. of shares of shares the Company Blue Foods Private Limited At the beginning of the year Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): At the End of the year ( or on the date of separation, if separated during the year) Future Retail Limited [formerly known as Pantaloon Retail (India) Limited] At the beginning of the year Date wise Increase / Decrease in Share holding during the year

Pan India Food Solutions Private Limited

107,34,832

38.32

---

---

107,34,832

38.32

35,78,278

12.78

---

---

Cumulative Shareholding No. of shares

% of total shares of the Company

No change in the shareholding during the year

No change in the shareholding during the 10th Annual Report • 2014-15 Page | 41

specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): At the End of the year ( or on the date of separation, if separated during the year)

year

35,78,278

12.78

v. Shareholding of Directors and Key Managerial Personnel: None Sl. No. Shareholding at the beginning of the year 1

No. of shares

% of total shares of the company

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

At the beginning of the year Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): At the End of the year

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans Unsecured Deposits Total excluding deposits Loans Indebtedness Indebtedness at the beginning of the financial year (i) Principal Amount 1,72,14,651 1,72,14,651 (ii) Interest due but not paid (iii) Interest accrued but not due 1,97,553 1,97,553 Total (i+ii+iii) 1,74,12,204 1,74,12,204 Change in Indebtedness during the financial year Addition (Including Principal 34,37,15,674 34,37,15,674 and Interest) Reduction (Including Principal 11,96,59,145 11,96,59,145 and Interest) Net Change 22,40,56,529 22,40,56,529 Indebtedness at the 10th Annual Report • 2014-15 Pan India Food Solutions Private Limited Page | 42

End Of The Financial Year (i) Principal Amount (ii) Interest due but not paid (iii) Interest accrued but not due Total (i+ii+iii)

24,14,52,389 16,344 24,14,68,733

-

-

24,14,52,389 16,344 24,14,68,733

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A.

Remuneration to Managing Director, Whole-time Directors and/or Manager-NONE. There are no executive directors in the Company. Sr. No.

Particulars of Remuneration

1.

Gross salary a. Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

Name of MD/WTD/ Manager

Total Amount

b. Value of perquisites u/s 17(2) Income-tax Act, 1961 c. Profits in lieu of salary under section 17(3) Income-tax Act, 1961 2. 3. 4.

5.

B.

Stock Option Sweat Equity Commission - as % of profit - Others, specify… Others, please specify Total (A) Ceiling as per the Act

Remuneration to other directors: NONE DURING FINANCIAL YEAR 2014-15 Sr. No.

Particulars of Remuneration

1.

Independent Directors

Name of Directors

Total Amount

a. Fee for attending board / committee meetings b. Commission Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 43

c. Others, please specify Total (1) Other Non-Executive Directors a. Fee for attending board / committee meetings

2.

b. Commission

c. Others, please specify Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act

C.

REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD – SN

Particulars of Remuneration

Key Managerial Personnel CEO

1

2 3 4

5

Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Incometax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 Stock Option Sweat Equity Commission - as % of profit others, specify… Others, please specify Pan India Food Solutions Private Limited

CFO

CS

95,64,096

25,41,792

-

-

-

NIL for FY15 -

-

-

NIL for FY15

Total - 1,21,05,888 -

-

-

-

10th Annual Report • 2014-15 Page | 44

Total

95,64,096

- 1,21,05,888

25,41,792

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NONE

Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT / COURT]

Appeal made, if any (give Details)

A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding

Pan India Food Solutions Private Limited

10th Annual Report • 2014-15 Page | 45