BOARD'S REPORT

TO THE MEMBERS OF KORE FOODS LIMITED

1. The Directors of your company present their 32nd Annual Report together with the Audited Financial Statements for the year ended 31st March 2015

2. DIVIDEND

In view of the loss made during the year and the accumulated losses, the Directors do not recommend any dividend for the financial year 2014-15.

3. STATE OF COMPANY'S AFFAIRS

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report. - Annexure I.

4. CORPORATE GOVERNANCE

Report on Company's Corporate Governance is given under Corporate Governance as Annexure II and compliance certificate from auditors which forms part of this Annual Report.

The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange with regard to Corporate Governance.

5. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

6. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

i) that in the preparation of the Annual Accounts the applicable Accounting Standards have been followed and there has been no material departure;

ii) that the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit and loss of the Company for the year ended on that date;

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

iv) that the Directors have prepared the annual accounts on a going concern basis.

v) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

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

7. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

8. DIRECTOR AND KEY MANAGERIAL PERSONNEL

On recommendation of the Nomination and Remuneration Committee the Board of Directors had appointed Mr. John Silveira as Chief Finance Officer with effect from 12th August 2014. The Board had also appointed Miss. Pratika Shenvi Dessai as Company Secretary Designate & Compliance Officer with effect from 12th March 2014 who has resigned with effect from 31st March 2015.

The Board has appointed Mrs. Sharon Carvalho to be a women director as required by the Companies Act 2013 with effect from 12th August 2014.

The Board has appointed Mr. Pursram Padmanabhan as the Managing Director of the Company on 06th February 2014 with effect from 01st April 2014.

Mr. Pursram Padmanabhan, Managing Director, Mr. John Silveira, Chief Financial Officer and Ms. Pratika Dessai, Company Secretary have been designated as Key Managerial Personnel in accordance with provisions of Section 203 (1) of the Companies Act, 2013.

Mr Kavas Patel by notice in writing addressed to the Board had expressed his desire to resign from the Board for personal reasons with effect from 04th February 2015. It is proposed that the vacancy so created on the Board of Directors of the Company, be not filled.

The Board places on record its deep appreciation of the valuable service rendered by Mr Kavas Patel during his tenure as a Director of the Company.

9. EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3)

As provided under section 92(3) of the Act, extract of the Annual Return in form MGT 9 is annexed herewith which forms part of the report.- Annexure III.

10. MEETINGS

During the year 5 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of the same are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. AUDIT COMMITTEE

The details of the composition of the Audit Committee are given in the Corporate Governance Report. During the year all the recommendations of the Audit Committee were accepted by the Board.

12. AUDITORS:

1. Statutory Auditors

M/s V. C. Shah & Co, Chartered Accountants (Registration Number: 109818W-10360), were appointed as Auditors of the Company to hold office till the conclusion of the 32nd Annual General Meeting. As required under the provisions of Section 139 & 141 of the Companies Act, 2013, the Company has received written consent from M/s V C Shah & Co., Chartered Accountants, proposed to be re-appointed as Auditors for one year i.e. upto conclusion of the 33rd Annual General Meeting of the Company, to the effect that their re-appointment if made, would be made in conformity with the limits specified in the said Section and they are not disqualified to be appointed as Auditors of the Company.

The Board has recommended to the Shareholders re-appointment of M/s V C Shah & Co., Chartered Accountants, as Auditors to hold office from the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The Auditor's Report of the statutory Auditor does not contain qualification or adverse remark. The Emphasis of Matter in the Auditor's Report has been explained in Note No.22 to the Annual Accounts in the Annual Report.

2. Secretarial Auditor

Pursuant to Section 204 of the Companies Act 2013, and The Companies ( Appointment and Remuneration of Managerial Personnel) Rules 2014 , the Company has appointed Mr. Bharat- Kumar Pomai (C.P No 12488/ Membership No.33397), a Practising Company Secretary to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith to the Annual Report - Annexure IV. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

3. Cost Auditor

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendment Rules, 2014.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not fulfill the criteria for undertaking CSR activity under Section 135, of the Companies Act, 2013 (herein after referred as 'the Act') and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

14. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ) ACT, 2013

The Company has in place an Anti- Sexual Harassment policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. This policy is gender neutral. There were no complaints received during the financial year.

15. RISK MANAGEMENT

The Company business is exposed to many internal and external risks and it has consequently put in place a robust risk management framework to identify and evaluate business risks and opportunities.

The risk management process consists of risk identification, risk assessment and risk mitigation. The Board periodically reviews the risk management plan for the Company including identification of elements of risks if any which in the opinion of the Board may affect the operations of the Company.

16. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy is stated in the Corporate Governance report.

17. INTERNAL FINANCIAL CONTROL

The Company has an Internal Finance Control System, commensurate with the size, scale and complexity of its operations. The Audit Committee of the Board periodically reviews the internal control system with the Management, Internal Auditor and Statutory Auditor and the adequacy of internal audit functions significant internal audit findings and follow up thereon.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHAN GE EARNINGS AND OUTGO

Section 134 (3)(M) of the Companies Act , 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is forming part of the Director's Report for the year ended 31st March, 2015.

A. Conservation of Energy :

Energy conservation is a continuous programme and the Company has laid emphasis on creating awareness amongst employees for optimizing operations and improving efficiency of machinery and equipment. Steps taken for energy conversion were - heat reflective paint, adoption of efficiency light fittings, adoption of efficiency pumps and motors and LED lamps for common areas. The measures taken by the Company have resulted in saving in energy consumption.

B. Technology Absorption :

1. Expenditure incurred on Research & Development - Nil

2. Imported technology during last 3 years -None

C. Foreign Exchange Earnings and Outgo :

Nil

19. PUBLIC DEPOSITS

During the financial year 2014-15, your Company had not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptance and Deposits) Rules, 2014.

Unclaimed fixed deposit amounting to Rs. 3.45 lacs has been paid by your Company by transferring the amount to Investor Education and Protection Fund (IEPF).

20. PARTICULARS OF LOANS / ADVANCES / INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR

Company does not have any loans / advances / investments outstanding during the year and hence provisions of Section 186 of the Companies Act is not applicable.

21. EMPLOYEE REMUNERATION

The ratio of remuneration of each Director to the median employees remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this Report - Annexure V.

Particulars of the employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Company has received a notice of demand from Commercial tax Department of Government of Karnataka of Rs. 191.24 Lacs including interest of Rs. 121.36 Lacs on reversal of decision of the Karnataka High Court by the Supreme Court of India on applicability of commercial tax on photographic development activity by photo processing labs. The Company has not made any provisions for the same as it has approached through the Karnataka Photographic Association by representing before the Authorities for relief.

23. EMPLOYEE STOCK OPTION SCHEME

The Company has no Employee Stock Option Scheme.

24. AWARDS & RECOGNITION

Company has not received any awards and recognitions.

25. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continuing support and co-operation from the customers, vendors, dealers, distributors, bankers, shareholders, Goa Industrial Development Corporation, State Industries Electricity and other Government departments.

The Directors also take this opportunity to thank the employees for their dedicated service throughout the year.

For and on behalf of the Board

Sadashiv V Shet

(Chairman)

Place: Mapusa

Date: 07/05/2015