The Directors have pleasure in presenting their 29th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

Particulars                                                 Year Ended
                                                2014-15        2013-14

Total Income                                      21.06          25.20

Total Expenditure                                 20.60          25.25

Profit/Loss before Taxation                        4.63        (12.07]

Profit/Loss after Taxation                         4.64        (12.07]

Transfer from General Reserve ' - 
Balance carried to Balance                         4.64        (12.07]
Sheet

The Company has made a Profit of Rs. 4,63,985/- during the financial year. Your Directors expect to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the years to come.

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. INTERNAL AUDITOR:

The Company has appointed Mr. Bhushan Adhatrao, Chartered Accountants, Mumbai, as internal auditor of the Company for financial year 2015-16.

6. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your Company has no such employees.

7. DIRECTORS:

During the year under review Mr. Rameshchandra Khakhar and Mr. Vijay Rank resigned from the Directorship of the Company with effect from 27.11.2014. The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the Company.

Mr. Prabhakar Khakhar who retires by rotation being eligible offers himself for re- appointment at the ensuing Annual General meeting.

Mr. Prabhakar Khakhar is being designated as Managing Director of the Company upon the approval of the members of the Company at the ensuing Annual General Meeting for a term of 5 year w.e.f 01/09/2015 to 31/08/2020.

The Board of Directors appointed Mrs. Bhavnaben Khakhar as Additional Director at their meeting held on 31st March, 2015. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

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. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act, 2013 is not applicable.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013.

10. NUMBER OF MEETINGS:

The Board has met six times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

11. BOARD EVALUATION:

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

12. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31st March,

2015 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) That the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

c) That the Directors had taken proper and sufficient care 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, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length price basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure B in Form AOC-2 and the same forms part of this report.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not having any manufacturing activity as like a unit provision of Section 134(3)(m) of the Company Act, 2013, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable.

15. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports.

16. RESEARCH & DEVELOPMENT:

No Specific Research & Development activities are being carried on by the Company. However the Company has quality Control Department to check/improve the Quality of the products traded.

17. AUDITOR & AUDITORS REPORT:

Pursuant to the provisions of Section 139 and Rules framed thereunder, M/s Ashvin Thumar & Co. were appointed as Statutory Auditors of the Company till the conclusion of this Annual General Meeting. They have expressed their inability to continue as auditors of the Company and has given their resignation. The Board therefore propose M/s. Koshal & Associates, Chartered Accountants, who fulfil the criteria for appointment as auditor as laid down under Section 141 of the Companies Act, 2013 as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2020, subject to ratification of their appointment by the shareholders at every AGM.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

18. AUDIT COMMITTEE, STAKEHOLDER'S RELATIONSHIP COMMITTEE AND NOMINATION & REMUNERATION COMMITTEE:

Audit and Stakeholder Relationship Committees consist of Mr. Ganesh Shelar - Chairman, Mr. Manojkumar Ajudia and Mr. Prabhakar Khakhar as members.

Nomination and Remuneration Committee consist of Mr. Ganesh Shelar-Chairman, Mr. Manojkumar Ajudia and Mrs. Bhavnaben Khakhar as members.

A detailed note on the Board and its committees is to provide under the Corporate Governance Report section in this Annual Report.

19. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made thereunder the Company has appointed M/s. Mandar Palav & Associates as Secretarial Auditor of the Company for the financial Year 2014-15. The Secretarial Audit Report forms part of the Annual report as Annexure D to the Board's Report.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure C to the Board Report.

21. STOCK EXCHANGES:

The Company's shares are listed on the following Stock Exchanges:

a) Ahmedabad Stock Exchange Limited.

b) The Bombay Stock Exchange Limited.

c) The Calcutta Stock Exchange Limited.

The Trading in the Equity Shares of the Company was suspended from all the Stock Exchanges, which has been revoked pursuant to the notice of SEBI having Reference No. 20141114-14 dated 14th November, 2014. The shares of the Company are freely traded since that date on Bombay Stock Exchange. The Company confirms that it has paid the Annual Listing Fees for the year 2014-15 to ASE, BSE and CSE where the Company's shares are listed.

Forfeiture of Shares:

The Company has forfeited 5,52,800 Partly Paid Up Equity Shares of Rs. 10/- each due to Non Payment of Allotment/ Call Monies. After receiving necessary approval from BSE vide its Notice no. 20150521-10 dated 21st May, 2015.

22. SIGNIFICANT AND MATERIAL ORDERS:

The Company has received notice from SEBI revoking its suspension of trading on 14th November, 2014. There are no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

23. RISK MANAGEMENT POLICY

The Company has formulated and adopted risk assessment and minimization framework which has been adopted by the Board. The Company has framed a risk management policy.and testing in accordance with the laid down policy h is being carried out periodically. The Senior Management has been having regular Meetings for reassessing the risk environment and necessary steps are being taken to effectively mitigate the identified risks. The Board considers risk management to be a key business discipline designed to balance risk and reward and to protect the Group against uncertainties that could threaten the achievement of business objectives.

24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges with which the Company is listed are complied with.

The Corporate Governance & Management Discussion and Analysis Report which forms an integral part of this Report are set as separate Annexures together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

25. OTHER LAWS:

During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. PARTICULARS OF THE LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The Company has not made any Loan or given any guarantees or Investment during the financial year under review.

27. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

28. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

                                          By Order of the Board
Registered Office:                      For Transglobe Foods Limited
701/2, Sai Janak Classic,
7, Near Sudhir Phadke, Flyover, Devidas Lane,
Borivali- West, Mumbai - 400103.
CIN:L15400MH1986PLC255807                     Prabhakar Khakhar
Date: 25/08/2015                                  Chairman
                                                Din: 06491642