INDIAN BISCUITS MANUFACTURERS ASSOCIATION

Suite .42-A, Indra Palace, H-Block (Middle Circle), Connaught Place, New Delhi-110 001 Phone 011-64625899 Tele Fax 43592838 Email: - ibma.biscuits@yahoo.co.in , info@ibmabiscuits.in Website: www.ibmabiscuits.in

ibma

MINUTES OF THE 1st ANNUAL GENERAL METING HELD ON TUESDAY, 29th JULY 2008, DELHI GYKHANA CLUB 2, SAFDARJUNG ROAD, NEW DELHI-110011
MEMBERS PRESENT Shri B P Agarwal Surya Food & Agro Ltd, NOIDA Shri Gobind Choudhary Vice- President, IBMA Anmol Bakers Pvt. Ltd, NOIDA MEMBERS: Shri Deepak Bherwani Krown Bakers (India) Pvt. Ltd. GHAZIABAD Shri R K Bader Nezone Biscuits Pvt. Ltd, DELHI Shri Anoop Bector Mrs.Bectors Food Specialties Ltd., LUDHIANA Shri Vishal Malik Mrs.Bectors Food Specialties Ltd., LUDHIANA Shri D S Jabamany Veeramani Biscuit Industries Ltd, HYDERABAD Shri Ankur Mutreja Apsara Food Industries Pvt. Ltd, GHAZIABAD Shri Kulwant Singh Supreme Food Product, LUDHAINA 1 In the Chair

Shri Ajay Raman Surya Food & Agro Ltd, NOIDA SPECIAL INVITEES Shri Satish Checker Sima Labs Pvt. Ltd., DELHI Shri Puneet Raman PUM , DELHI Shri U K Saxena SGS India Pvt. Ltd., GURGAON Shri Praveen Khanna Super Snacks (Pvt.) Ltd., GHAZIABAD Shri Vijay Sardana Achievers Resources (P) Ltd, DELHI Shri D S Chadha CII, DELHI Shri Tarun Khanna SAI Global, DELHI Welcoming Members and Special Invitees, Shri B P Agarwal, President IBMA, stated that IBMA was established in March 2007, when most of the Biscuit Manufacturers in the Small & Medium Sector, felt the need to have a platform to espouse the cause of the Biscuit Industry and more particularly for Biscuit manufacturers in the SME segment. The President recalled that immediately after the announcement of Union Budget on 28 February 2008, restricting Excise Duty exemption only to Biscuits with MRP upto Rs. 100/- Per Kg IBMA was formed and immediately swung into action and submitted Post Budget Memorandum to the Finance Minister seeking full exemption to Biscuit from Central Excise Duty. Thereafter, our Association was engaged in vigorous follow up, which began with a Press Conference on 8th March 2007, followed with meeting the Finance Minister, Minister of State for Finance(Revenue), other officials and also meetings with Members of Parliament from various political parties, presenting the hardships faced by \Small & Medium Biscuit industry, due to Budget proposal to levy Central Excise Duty on Biscuits with MRP above Rs.50/- per kg. It is a matter of great satisfaction and achievement that due to our concerted efforts with support from our members, Shri P Chidambaram, Union Finance Minister acceded to our request and increased the limit of Excise Duty exemption to Biscuits with MRP upto Rs.100/- per kg, as announced by him in the Parliament on 3rd May 2008 while finalizing the Union Budget for 2008-09. IBMA is continuing its efforts in regard to another important hindrance to the growth of our industry, due to imposition of Value Added Tax (VAT) on Biscuits by the State Governments at a very high rate of 12.5%. Detailed Memorandum requesting for 2

reduction in VAT to 4% were submitted to Shri Asim Dasgupta, Chairman of the Empowered Committee, and to the Chief Ministers and Finance Ministers of all State Governments, Our Association also organized Press Conferences on 11th May 2007 and 4th April 2008 at Press Club of India and also at Lucknow on 10th January 2008, in which the heavy losses being suffered by biscuit manufacturers on account of VAT at a very high rate of 12.5%, were highlighted. which received wide coverage in Newspapers and TV channels and also through Agencies like PTI, UNI etc. While our efforts on VAT has not succeeded so far, I am sue you will agree with me we need to further make coordinated efforts on Value Added Tax. IBMA has been active in other areas like problems faced by Biscuit manufactures due to certain amendments in the PFA Rules, 1955 and Packaged Committee Rules 1977, details of which are given in the Annual Report. Our Association also organized a Seminar on Food Laws Problems & Prospects on 11th August 2007 at Kota House, New Delhi, which was inaugurated by Shri Subodh Kant Sahay, Honble Minister for Food Processing Industries, Govt of India.. Recommendations & Suggestions of the Seminar were submitted to the Ministry of Health & Family Welfare, Ministry of Consumer Affairs and to the Ministry of Food Processing Industries, Govt of India. Due to IBMAs efforts and also on account of our follow up through CII and FICCI, the Government granted adequate time to the Food Industry by postponing implementation of the above mentioned amendments. The amendments in PFA Rules on label printing of information on nutritional and energy value, ingredients, etc have been redrafted and a fresh draft Notification No 380(E) dated 15th May 2008 has been issued. IBMA has submitted detailed Objections & Suggestions on the above Draft Notification, details of which is included in the Annual Report. The President stated that on the basis of the Food Industrys demand, the new Food Safety and Standards Act, 2006 merging PFA Act/Rules, Standards of Weights & Measures Act and Packaged Commodities Rules and various other Acts, has been enacted. With a view to promoting Biscuit Industry, our Association organized National Biscuit Week from 7th to 13th March 2008 and NATIONAL BISCUIT DAY was celebrated on 13 March 2008, all over the country. On this occasion we also organized National Conference on Biscuit as Nutrition Carrier on 13 March 2008 at Pragati Maidan, New Delhi, inaugurated by Shri Subodh Kant Sahay, Minister of Food Processing Industries, Govt of India. Detailed Recommendations of the Conference are given in the Annual Report. IBMA also organized participation of products of our members in a Stall in AAHAR INTERNATIONAL TRADE FAIR 2008 AT Pragati Maidan, New Delhi, from 10th to 14th March 2008, besides participating many other Trade Fairs.

Our Association also took up the inclusion of Biscuit under the Midday Meals Scheme for children under the Ministry of HRD and also under the Ministry Women & Child Development, Govt of India and these issues are being followed up. Thereafter the President took up following items in the Agenda: Item 1 AUDITED ANNUAL ACCOUNTS OF THE ASSOCIATION FOR THE YEAR ENDED 31ST MARCH 2008.

The President mentioned that the Audited Annual Accounts along with the Auditors Report and the Annual Report on the activities undertaken and services rendered by IBMA which have circulated Vide No/IBMA/AGM/535 dated 23rd July 2008 are placed before the House. The audited Annual Accounts for the year ended 31st March 2008 and the Annual Report were discussed in detail. The General Body of members unanimously adopted the audited Annual Accounts of the Association for the year ended 31st March 2008 with the Annual Report of the Association for the year ELECTION OF OFFICE BEARERS AND MANAGING COMMITTEE Shri D S Jabamany (M/s Veeramany Biscuits Industries Pvt. Ltd.) Proposed that with a view to having continuity of the leadership of IBMA, the following exiting Office Bearers and Members of the Managing Committee may be re-elected foe the year 200809:Shri B P Agarwal President IBMA Surya Food Agro Ltd., NOIDA Shri Gobind Choudhary Vice President, IBMA Anmol Bakers Pvt. Ltd, NOIDA Members of Managing Committee 1 2 3 Shri Deepak Bherwani Krown Bakers (India) Pvt. Ltd, GHAZIABAD Shri Hariram Agarwal Bhagwati Foods Pvt. Ltd, KOLKATA Shri Bimal Kumar Choudhary Anmol Biscuits Pvt. Ltd, KOLKATA. 4

along 2007-08. Item 2

4 5

Shri Dilip Kumar Choudhary Mukund Foods Pvt. Ltd, KOLKATA Shri Sachidanand Paul Madhabi Biscuit Pvt. Ltd, KOLKATA Shri Manjit Singh Bonn Food Industries, LUDHAINA Shri Ganesh Prasad Agarwal Priya Food Products Ltd, KOLKATA Shri D S Jabamany Veeramani Biscuit Industries Ltd, HYDERABAD Shri Sai Kumar Australian Food India Pvt. Ltd, CHENNAI Shri Anoop Bector Mrs Bectors Food Specialties Ltd, LUDHAINA

6 7 8 9 10 11 12 13 14 15

Shri Om Prakash Gupta Raja Biscuit Industries Pvt. Ltd, DELHI Shri Avni Bader M/s Nezone Biscuits Pvt Ltd, TEZPUR Shri Ramesh Kumar Agarwal Ravi Foods Pvt. Ltd, HYDERABAD Shri Ankur Mutreja Apsara Food Industries Pvt. Ltd, GHAZIABAD Shri Kulwant Singh Supreme Food Product, LUDHAINA Shri Deepak Bherwani seconded the proposal. The President declared that the above mentioned Office Bearers and Members of the Managing Committee have been unanimously re-elected for the year 2008-09. The President also mentioned that the following Members will be co-opted as Special Invitees to the Managing Committee for the year 2008-09: 1 Shri Raj Kumar Agarwal Raj Agro Products Pvt. Ltd, HYDERABAD Shri K D Pal, President West Bengal Biscuit Manufacturers Welfare Association, KOLKATA 5

Shri Jaswant Singh President U.P.Biscuit Manufacturers Association, KANPUR

4 5

Shri Gangadhar Y Kadam Shree Anchillary Industries, MUMBAI Shri Sanjeev Kaushal New Era Machines Pvt. Ltd LUDHIANA Shri Satya Pal Trehan Harish C. Khosla And Co. Pvt. Ltd., DELHI APPOINTMENT OF AUDITORS FOR THE YEAR 2008-09

6 Item 3

The Shri Gobind Choudhary, Vice President proposed that M/s Y D Singh & Associates, Chartered Accountants, NOIDA be appointed as Auditors of the Association for the year 2008-09 at a remuneration of Rs. 5000/- p.a.. Shri D S Jabamany Seconded the proposal. The President declared that M/s Y D Singh & Associates Chartered Accountants, NOIDA have been appointed as Auditors of the Association of the year 2008-09 at a remuneration of Rs. 5000/- per annum. There being no other item on the Agenda, the President declared termination of the 1st Annual General Meeting of IBMA. The meeting ended with vote of thanks to the Chair. Sd/Sd/(K P Mohandas) (B P Agarwal) Secretary General President _______________________________________________________________________ _ Circular: - No/IBMA/AGM/538 Dated 1st August 2008 Copy forwarded to: ALL MEMBERS MANAGING COMMITTEE ASSOCIATION MEMBERS

(K P Mohandas) Secretary General

THE MINUTES OF THE FIRST ANNUAL GENERAL MEETING OF THE MEMBERS OF [NAME OF THE COMPANY] HELD ON [DATE] AT [TIME] AT [REGISTERED OFFICE] PRESENT: Directors: [Name of the directors present] Members: [Name of the directors present] CHAIRMAN [Name of the Chairman] was voted to chair by show of hands. Thereafter the Chairman occupied the Chair and conducted the proceedings of the meeting. QUORUM The Chairman ascertained the quorum and called the meeting to order. REGISTER OF DIRECTORS SHAREHOLDING Placing on the table the register of Directors Shareholding maintained by the Company pursuant to Section 307 of the Companies Act, 1956, The Chairman informed the meeting that the said register would remain open and accessible during the continuance of the meeting to every person having the right to attend the meeting. NOTICE OF THE MEETING With the consent of the members present, the notice of the First Annual General Meeting of the Company which has already been lying with the members was taken as read. DIRECTORS REPORT With the consent of the members present, the Directors Report as circulated among the members was taken as read. AUDITORS REPORT Auditors report as submitted by the Statutory Auditors of the Company for the year ending 31stMarch, ________ was read before the meeting by [Name of the Chairman], Chairman. ORDINARY BUSINESS ITEM NO. 1 - TO RECEIVE, CONSIDER AND ADOPT THE AUDITED BALANCE SHEET FOR THE PERIOD ENDED 31ST MARCH, ______, THE PROFIT & LOSS ACCOUNTS AS ON THAT DATE TOGETHER WITH REPORTS OF DIRECTORS AND AUDITORS THEREON.

The Chairman invited the queries on the Audited Annual Accounts of the Company and the Directors Report and the report of Auditors thereon. There being no queries thereafter [Name of the member], Member proposed the resolution and [Name of the member] seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution. RESOLVED THAT the Audited Balance Sheet of the Company as on 31st March, _____ and the Profit & Loss A/c for the year ended as on that date together with the reports of the Board of directors and Auditors thereon be and are hereby received, considered and adopted. ITEM NO. 2. RE-APPOINTMENT OF AUDITORS [Name of the member], Member proposed the resolution and [Name of the member], seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution. "RESOLVED THAT pursuant to the provisions of section 224(1) of the Companies Act, 1956, [Name of the Auditors], Chartered Accountants, [Address of the Auditors], the retiring auditors of the company be and are hereby re-appointed as a statutory auditors of the company to hold the office from the conclusion of this meeting until the conclusion of the next annual general meeting at a remuneration as may be mutually agreed upon between the Board of Directors and the Auditors, plus reimbursement of service tax, out of pocket expenses. ITEM NO. 3. RE-APPOINTMENT OF DIRECTOR [Name of the member]proposed the resolution and [Name of the member], Member seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution. RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any of the Companies Act, 1956 [Name of the director], who was named as director in the Articles of Association of the Company as a First director, and who holds office as such up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation." ITEM NO. 4. RE-APPOINTMENT OF DIRECTOR [Name of the member], Member proposed the resolution and [Name of the member] seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution. RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any of the Companies Act, 1956 [Name of the director], who was named as director in the Articles of Association of the Company as a First director, and who holds office as such up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation." ITEM NO. 5. RE-APPOINTMENT OF DIRECTOR [Name of the member], Member proposed the resolution and [Name of the member] seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution. "RESOLVED THAT pursuant to the provisions of Section 257 and all other applicable provisions, if any, of the Companies Act, 1956, [Name of the director], who was appointed as an Additional Director of the Company under Section 260 of the Companies Act, 1956 and

whose term expires at the ensuing Annual General Meeting of the company and for the appointment of whom the Company has received a notice in writing proposing his candidature for the office of the Director be and is hereby appointed as a Director of the Company whose period of office will be liable to determination by retirement of directors by rotation. 6. VOTE OF THANKS There being no other business to transact, the meeting concluded with a vote of thanks to the Chair.

Date: CHAIRMAN