Asian Vegpro Industries Ltd Management Discussions.

MANAGEMENT DISCUSSION AND ANANLYSIS

Pursuant to Clause 49 of Listing Agreement, the Management Discussion and Analysis Report are as under:

(i) Industrial Structure and development

Early shoots of economic progress are being witnessed globally. Currently, low manufacturing growth, slower than required pace of reforms, high current account and fiscal deficits and inflation have also made the last year a tough one for the Indian economy. Weak monsoon further exacerbated the situation by adversely impacting the agricultural sector. At 5%, the projected GDP growth rate in FY 2013 will be the lowest in a decade.

Key actions by the government in the last year such as the opening up of Foreign Direct Investment, postponement of GAAR and the formation of a Cabinet Committee on investment have all inspired confidence. Restoring growth through reforms, policies geared for economic overhaul, and good governance will be a key imperative and will create a virtuous cycle of boosting production and consumption, enhancing investor confidence and reviving growth.

Strengths

• Rapid urbanization, increased literacy and rising per capita income, have all caused rapid growth and changes in demand patterns, leading to tremendous new opportunities for exploiting the large latent market An average Indian spends about 50% of household expenditure on food items.

• Liberalized overall policy regime, with specific incentives for high priority food processing sector, provide a very conducive environment for investments and exports in the sector.

• Very good investment opportunities exist in many areas of food processing industries, the important ones being: fruit & vegetable processing, meat fish & poultry processing, packaged, convenience food and drinks, milk products etc.

• Due to its diverse agro-climatic conditions, it has a wide-ranging and large raw material base suitable for food processing industries. Presently a very small percentage of these are processed into value added products.

• Indias comparatively cheaper workforce can be effectively utilized to setup large low cost production bases for domestic and export markets.

Weaknesses

High requirement of working capital Low availability of new reliable and better accuracy instruments and equipments Inadequate automation w.r.t information management Remuneration less attractive for talent in comparison to contemporary disciplines. Inadequately developed linkages between R&D labs and industry.

(ii) Opportunities and Threats risk & concerns

Growth in the Indian economy and demand creates unprecedented opportunities for company to invest significantly in each of its core businesses. Outlook for the overall industries is positive. In keeping with the philosophy of continuous consumer centric approach which is the hall mark of any organization, several developmental activities have been planned for the next fiscal. Risk in cost of materials, environmental liabilities, tax laws, labor relations, litigation and significant changes in the Global political and economical environment exert tremendous influence on the performance of the company.

(v) Internal control systems and their adequacy

Your Company has a proper and adequate system of Internal Controls. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the management. The system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

(vi) Financial performance Vs operational performance

The details of the financial performance of the Company are appearing in the Balance Sheet Profit & Loss Account and other financial statements appearing separately. However, the highlights of the same appear in the Directors Report

DECLARATION OF CODE OF CONDUCT

To

The Members of

Asian Vegpro Industries Limited

This is to confirm that the Board has laid down a code of conduct for all Board members and senior management of the Company.

It is further confirmed that all the directors and senior management personnel of the Company have affirmed compliance with the code of conduct of the company for the year ended 31st March, 2014, as envisaged in clause 49 of the Listing Agreement with Stock Exchange.

For and on behalf of Asian Vegpro Industries Limited
The Board of Directors
Place : Mumbai Shyam Sunder Agarwal
Date : 28th July, 2014 Director