Directors Report of Natraj Proteins Ltd.

Mar 31, 2024

Your directors take pleasure in presenting their 33rd Annual Report along with the Audited financial statements for the
year ended 31st March, 2024.

highlights of financial performance

• Total revenue for the year was Rs. 19402.53 Lakhs as compared to Rs.14369.28 Lakhs.

• Net sales for the year were Rs. 19372.78 Lakhs as compared to Rs. 14359.72 Lakhs in the previous year.

• Profit/(Loss) before tax for the year was Rs. (1246.29) Lakhs as compared to profit of Rs. 101.79 Lakhs in the
previous year.

• Profit/(Loss) after tax for the year was Rs. (1251.90) Lakhs as compared to Rs. 71.29 Lakhs in the previous year.

summarised profit and loss account

(Rs. In Lakhs)

Particulars	Yearended
	31.03.2024	31.03.2023
Revenue from Operations (Net)	19372.78	14359.72
Other Income	29.75	9.56
Total Income	19402.53	14369.28
Total Expenditure before Interest and Depreciation	20988.30	14486.67
Profit/(Loss) before Interest, Depreciation & Tax (EBIDTA)	(906.82)	320.47
Less: Interest	294.70	175.97
Less: Depreciation	44.77	42.71
Profit/(Loss) before Tax and exceptional item	(1246.29)	101.79
Less: Exceptional Item	0.00	0.00
Profit/(Loss) before Tax	(1246.29)	101.79
Less: (a) Current Tax	0.00	17.04
(b) Tax adjustments related to previous year	0.00	0.00
(c) Deferred Tax	5.61	13.46
Net Profit/(Loss) for the Year	(1251.90)	71.29
Add: Other Comprehensive Income	(0.32)	6.36
Total Comprehensive Income	(1252.22)	77.65
Paid up Equity Share Capital	374.70	374.70
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.)	(33.41)	1.90

directors’ responsibility statement

To the best our knowledge and belief and according to the information and explanations obtained by us, your Directors
confirms the following statements in terms of section 134(3)(c) and 134(5) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and
applied consistently. Judgments and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs and Loss of the Company as at 31st March, 2024.

c. that they have 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;

d. that they have prepared the Annual Accounts on a “going concern” basis;

e. that they have laid down internal financial controls for the company and such internal financial controls were
adequate and were operating effectively.

f. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and such
system are adequate and operating effectively.

state of affairs

The company is primarily engaged in manufacture of soybean oil, fats and de-oiled cakes through solvent extraction
process and wholesale of cereals and pulses. During the year under review, your company has also successfully
established Rice Mill on 30th December, 2023 for custom milling business activities.

share capital

The paid-up Equity Share Capital as on 31st March, 2024 was Rs. 374.70 Lakhs divided into 37.47 Lakhs equity shares of
Rs.10/- each. During the year under review, the Company has not issued shares with differential voting rights or granted
stock options or sweat equity shares.

listing of shares of the company

The entire equity shares of the company continue to remain listed on BSE Ltd. (Scrip Code: 530119). The company has
paid the Annual Listing Fees to BSE Ltd. for the year 2024-25 and the Custodian fee to the CDSL and NSDL for the
financial year 2023-24 on time. The shares of the Company are frequently traded at BSE Ltd.

dividend

In view of the losses suffered by the Company during the year under review your directors do not recommend any dividend
for the Financial Year 2023-24 (Previous Year 2022-23: Rs. Nil) and proposes to retain the profits for future business
requirements of the Company.

transfer to reserves

The company has not transferred any amount to the general reserves or any other reserves during the year 2023-24
(Previous year: Nil).

finance

Cash and cash equivalent as at 31st March, 2024 is Rs. 71.27 Lakhs (Previous year Rs. 239.58 Lakhs) The Company
continues to focus on management of its working capital, receivables, and inventories. The other working capital
parameters are kept under continuous monitoring.

deposits

Your Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st
March, 2024.

S.No.	Particulars	Amt. in Rs.
1.	Details of Deposits accepted during the year	Nil
2.	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3.	Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4.	Deposits not in compliance with law	N.A.
5.	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

Further, the Company has not accepted any deposit or loans in contravention of the provisions of Chapter V of the
Companies Act, 2013 and the Rules made there under.

particulars of loans, guarantees or investments

The Company has not provided any loans, guarantees, or provided any kind of security to any company or body corporate.
However, the company has made certain investments in Mutual funds which has been disclosed in the Financial
Statements attached to this report. Details of the same is not reproduced in order to avoid repetition.

management discussion and analysis

a) Economic Scenario and Future Outlook

There is an increase in the Soyabean cultivation area in the nearby areas and normal onset of monsoon will help
crop production and lead to better quality crop in the current year which adds to the better quality of raw material
available at suitable prices. The company is focusing on improving the availability of its packaged oil to tap into the
growing market for packaged food products.

b) Industry Outlook and Opportunities

The branded edible oil market is expected to grow, and it is estimated that close to 75% of the total edible oil
available in terms of volume is retailed as a branded product. The edible oil industry in India is shifting to branded
oils, which bodes well for the organized players.

The demand for De-oiled cakes (DOC) is expected to remain subdued as growth outlook of poultry industry is flat
and more and more poultry producers are using DDGS as cheaper alternative for DOC. Also, political unrest in
Bangladesh will have unforeseen impact on demand.

Rice Mill custom milling business is expected to drive revenues in the milling season subject to paddy procurement
by government for Public Distribution System (PDS)

Government intervention in the industry is expected to continue to play a major role.

c) Opportunities and Threats:

Opportunities this year are expected to arise in the form of lower seed prices and availability in nearby Agriculture
Produce Markets/Mandis. Imposition of import duties on edible oils will lead to better realizable prices of edible oil.

Increased use of alternate products of Soya DOC in poultry feed poses fresh challenges for the industry, the
quantum of which will be visible as the year progresses any adverse changes in government policy will also have a
negative impact on the company''s business,

d) Human Resources:

Many initiatives were taken to support business through organizational efficiency, process change support and

various employee engagement programs which has helped the organization to achieve higher productivity level. A
significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in
order to meet future talent requirement.

The Company''s HR processes such as hiring and on-boarding, fair & transparent performance evaluation, talent
management process, workmen development process and market aligned policies are being seen as benchmark
practices in the industry.

During the year under review, the following Human Resources initiatives received greater focus:

• Leadership Development: As a part of Leadership Development, talented employees have been seconded
to the senior leadership team to mentor them and prepare them for the next higher role.

e) Segment Reporting & Finance performance of the Product:

Company is dealing in the two business segment activities i.e., Solvent Extraction including Rice Milling and
Commodity Trading. Segment reporting of financial performance is done as per the requirements.

f) Details of Significant Changes in Key Financial Ratios

As per the requirement of New Schedule III of the Companies Act, 2013, the Key Financial Ratio is also provided in
the Financial Statements. Members are requested to view Note No. 30.

However, Return on Net worth for the year is -37.14% as compared to previous year is 1.54% and the decrease in
Return on Net worth indicates the loss incurred by the company in the current year.

g) Internal Control System and their Adequacy: The Company possesses robust internal control systems and
processes that align with its size and operations. The Company has well-crafted policies and procedures that cover
all significant activities, and their effectiveness is tested, including financial disclosure. Adherence to these policies
and procedures is a vital component of the management review process. The internal audit processes provide
greater efficiency and transparency. The Internal Auditor conducts audits in accordance with standard auditing
practices and then recommends improvements to processes and procedures to ensure compliance and efficiency.
The Company has established several Board Committees that are mainly composed of Independent Directors to
oversee and govern the effectiveness of internal controls, as part of its corporate governance framework.

h) Cautionary statement:

Statement made in the management discussion and analysis report as regards the expectations or predictions are
forward looking statements within the meaning of applicable laws and Regulations. Actual performance may
deviate from the explicit or implicit expectations.

i) Disclosure of Accounting Treatment:

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards as
notified. The significant accounting policies which are consistently applied have been set out in the Notes to the
Financial Statements.

market development
volume

The Company will continue to focus on growing its activities with a view to have better reach and realizations. The
company is planning to introduce various packaging sizes to cater to a wider range of customers. The company will lay
greater stress upon developing its brand and create better visibility in the market.

selling price

The company is in the main business activities of Solvent Extraction of Soybean oil and in this industry, price is determined
by market forces including effect of monsoon and the government policies.

csr initiatives

In view of the profits and turnover, the Company is not required to undertake CSR activity for the year 2023-24. However,
the company is having unspent amount of Rs.26.98 Lakhs for the previous years unspent account out of which the
company has spent Rs.19.23 Lakhs in the financial year 31/03/2024 and the remaining amount of Rs.7.75 Lakhs will be
spent from the separate bank account as per applicable provision of the law. The Annual Report on CSR activities is
annexed herewith as “Annexure A”.

disclosure under the sexual harassment of women at workplace (prevention, prohibition
and REDRESSAL) act, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
(‘Act'') and Rules made thereunder, your company has constituted Internal Complaints Committees (ICC). Statement
showing the number of complaints filed during the financial year and the number of complaints pending as on the end of
the financial year is shown as under: -

Category	No. of complaints pending at the beginning of F.Y. 2023-24	No. of complaints filed during the F.Y. 2023-24	No. of complaints pending as at the end of F.Y. 2023-24
Sexual Harassment	Nil	Nil	Nil

Since, there is no complaint received during the year which is appreciable as the management of the company endeavor
efforts to provide safe environment for the female employees of the company.

risk management policy and internal adequacy

The Company is engaged in the business of extraction of edible oil and de-oiled cakes from Soya seeds, which is
associated with the normal business risk as well as the imbalance of demand-supply of products in the Domestic and
International Market.

Other than this, the Government policy, local area authority, Taxation policy, fluctuations in foreign currency rate, monsoon
activities, non-availability of proper soya seeds may adversely affect the profitability of the Company. In addition to that the
product is also subject to various processes and clearances, like payment of compensations, subsidies etc. as may be
decided by the State Government.

Moreover, weak International Market signals are deterrent to long term strategy, hence your company is trading safely and
does not want to engage in the long-term risks. Further, we are focused on reducing trade barriers.

internal financial control & its effectiveness

The Board of Directors has devised systems, policies and procedures / frameworks, which are currently operational within
the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Company''s
policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness
of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit
Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their
intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to
strengthen controls. These controls are in turn reviewed at regular intervals.

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls,
procedures or systems occurred during the year under review. There have been no significant changes in the Company''s
internal financial controls during the year that have materially affected or are reasonably likely to materially affect its
internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and
procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

vigil mechanism/whistle blower policy

The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to deal with instance of the financial
fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are explained in the Corporate Governance
Report and annexed to the Board Report as “Annexure B” and is also posted on the website of the Company. (Link -
https://natrajproteins.com/policies)

Your Company does not have any subsidiary, associate or joint venture during the year 2023-24 as well as at the beginning
or closing of the financial year therefore the financial statement is prepared on standalone basis and the requirement for
disclosure in the Form AOC-1 is not applicable. Further that the Company is also not an associate or holding or subsidiary
company of any other company during the year 2023-24.

board of directors, KMPs and their meetings

Executive Directors and KMPs:

The Company has adequate Key Managerial Personnel''s as per requirements of section 203 of the Companies Act, 2013
as well as the SEBI (LODR) Regulations, 2015. There has been no change in the key managerial personnel''s during the
year under review.

Declaration for Independency of Independent Directors:

The Company has received necessary declaration from all the independent directors as required under section 149(7) of
the Companies Act, 2013 confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015
and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfill the criteria of independence
as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have
also registered themselves with Independent Directors'' Databank maintained by the IICA as per requirement of the
Companies Act, 2013.

Change in the Independent Directors:

During the year under review, there were following changes in the Independent directors of the company: -

1) Cessation of office of Shri Umesh Narayan Trivedi (DIN: 00018188) and Shri Pradeep Agrawal (DIN: 05279673), as
the Independent Directors of the Company w.e.f. March 31,2024 due to completion of their second term of 5 (Five)
consecutive Years.

2) Appointment of Shri Vishal Kumar (DIN: 10288687) and Shri Praneet Mishra (DIN: 10288688) as Non-Executive
Additional Directors in the category of Independent Directors of the Company w.e.f. 1st September, 2023 for a First
Term of 5 consecutive years till 31st August, 2028 which was confirmed by the members at their 32nd Annual
General Meeting held on 30th Sept., 2023.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the
proficiency) of the Independent Directors appointed during the year:

The Board of directors upon the recommendation of the Nomination and Remuneration Committee at their meeting held
on 1st September, 2023 has appointed Shri Vishal Kumar (DIN: 10288687) and Shri Praneet Mishra (DIN: 10288688) as
Non-Executive Additional Directors under the category of Independent Directors and the Board is of the opinion that all the
Independent Directors so appointed by the Board carry integrity, expertise and experience as well as they are registered
with the portal of IICA at the time of appointment,

The Directors have cleared the online proficiency self-assessment test as required as per the Rule 6(4) of Companies
(Appointment and Qualification of Director) Rules, 2014 as amended from time to time.

Director liable to retire by rotation seeking re-appointment

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association
of the Company, Smt. Namita Sharma (DIN: 02486865), Non-Executive Women Director is liable to retire by rotation and
being eligible offers herself for re-appointment.

Directors seeking re-appointment/appointment

Your Directors are proposing the following Directors for appointment/re-appointment:-

1) Shri Amit Koserwal (DIN:06823437) being the Additional Director under the category of Independent Director, upon
recommendation of the Nomination & Remuneration Committee, subject to the approval of members by special

resolution at the forth coming 33rd Annual General Meeting to hold office for a first term of 5 (Five) consecutive
years w.e.f. 2nd September, 2024 and he is not liable to retire by rotation.

2) Shri Kailash Chand Sharma (DIN: 00012900) being the Chairman and Managing Director, upon recommendation of
the Nomination & Remuneration Committee, subject to the approval of members by special resolution at the forth
coming 33rd Annual General Meeting to hold office for a term of 3 (Three) consecutive years w.e.f. 1st August, 2025
and he shall be liable to retire by rotation.

Key Managerial Personnel

The company is having following Key Managerial Personnel:-

1) Shri Kailash Chand Sharma, Chairman and Managing Director;

2) Shri Sharad Kumar Jain, Whole-time Director;

3) Shri Abhinandan Prajapati, Chief Financial Officer;

4) CS Pooja Agarwal, Company Secretary and Compliance Officer (upto 27th May, 2024);

5) CS Aditi Randhar, Company Secretary and Compliance Officer (w.e.f. 28th May, 2024).

Change in Key Managerial Personnel

1. Smt. Pooja Agarwal resigned from the post of Company Secretary and Compliance Officer of the company with
effect from 27th May, 2024.

2. Ms. Aditi Randhar was appointed as the Company Secretary and Compliance Officer and designated as the Key
Managerial Personnel of the Company w.e.f. 28th May, 2024.

Other than this there were no changes in the Key Managerial Personal during the year 2023-24.

Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/Business policy and strategy apart from other
Board businesses.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Itarsi, at
the Registered Office. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the
meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the
meeting to enable the Directors to take an informed decision. The Board met 6 (Six) times during the Financial Year 2023¬
24 viz., on 1st April, 2023, 30th May, 2023, 8th August, 2023, 1st September, 2023, 3rd November, 2023 and 10th
February, 2024. The maximum interval between any two consecutive meetings did not exceed 120 days.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the
Independent Directors of the Company was held on 3rd November, 2023 to review the performance of Non-Independent
Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and
timeliness of the flow of information between the Management and the Board and its'' Committees which is necessary to
effectively and reasonably perform and discharge their duties.

company’s policy on directors’ appointment and remuneration

The Board has, on the recommendation of the nomination and remuneration committee framed a nomination,
remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be
appointed as directors and, or senior management personnel of the company, along with the criteria for determination of
remuneration of directors, KMP''s and other employees and their evaluation and includes other matters, as prescribed
under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. The
policy of the Company has been given at the website of the Company at https://natrajproteins.com/policies. The details of
the same are also covered in the Corporate Governance Report forming part of this annual report.

annual evaluation by the board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of
directors. A member of the Board does not participate in the discussion of his/her evaluation.

committees of the board

During the year, in accordance with the Companies Act, 2013, the Board has the following Five (5) Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders'' Relationship Committee

(d) Corporate Social Responsibility Committee

(e) Corporate Compliance Committee

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the
Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013.A detailed note on the Board and its committees is provided
under the Corporate Governance Report section in this report.

related party transactions

All Related Party Transactions (RPT) that were entered into during the Financial Year 2023-24 were on Arm''s Length Basis
and were in the Ordinary Course of business. No materially significant RPT made by the Company with Promoters,
Directors, Key Managerial Personnel or their relatives which may have a potential conflict with the interest of the Company
at large.

All RPT were approved by the Audit Committee and the Board. The RPT entered into by the company are audited. The
Company has developed a RPT policy, Standard Operating Procedures for purpose of identification and monitoring of
such transactions.

The policy of RPT as approved by the Board is available on the Company''s website (Link -
https://natrajproteins.com/policies). The company has done RPT in the ordinary course of business and which are on
Arms'' Length Basis and which are not material in nature and hence the requirement of Form AOC-2 is not applicable to the
company.

significant and material orders passed by the regulators or courts

There is no significant material orders passed by the Regulators/Courts during the year 2023-24 which would impact the
going concern status of the Company and its future operations.

auditors, their report and comments by the management:

Statutory Auditors

The Board of the company takes pleasure in stating that no such observation has been made by the Auditors in their report
which needs any further explanation by the Board.

The Shareholders at their 31st Annual General Meeting (AGM) held on 24th September, 2022 had approved the
appointment of M/s Bhutoria Ganesan & Co., Chartered Accountants (F.R.No.004465C), as Statutory Auditors to hold
office for the period of consecutive term of 5 (five) years from the conclusion of 31st AGM till the conclusion of 36th Annual
General Meeting.

Cost Records and Auditors

The company is maintaining the Cost Records as specified by the Central Government under section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, and accordingly such
accounts and records are made and maintained by the Company. Further, the cost records are also audited by M/s Yogesh
Chourasia & Associates, Cost Auditors. However, The Company has already filed the Cost Audit Report for the year 2022¬
23 to the Central Government, which was self-explanatory and needs no comments. The Company is in process to file the
Cost Audit Report for the year 2023-24.

Your directors, on the recommendation of the Audit Committee, had appointed M/s Yogesh Chourasia & Associates, (F.R.
No. 000271) Cost Auditors to audit the cost accounts of the Company for the financial year 2023-24 on a remuneration of
Rs. 75,000/- (plus GST). As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is
required to be placed before the Members in General Meeting for their ratification. Accordingly, a resolution seeking
Member''s ratification for the remuneration payable to M/s Yogesh Chourasia & Associates, Cost Auditors is included in
Item No. 4 of the Notice of the 33rd Annual General Meeting.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s D.K. Jain & Co., Company
Secretaries (F.R. No. I1995MP067500) to undertake the Secretarial Audit of the Company for the year, 2023-24. The
Report of the Secretarial Audit Report in Form MR-3 is annexed as “Annexure C” of this Report.

Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any
explanation by the Board, except that:

S. No.	Auditors Observation	Management Comment
1.	The company has not complied with the Circular No. CIR/CFD/CMD/13/2015 issued by SEBI dated 30.11.2015 in respect of keeping 100% shares of promoters in D-mate Form.
i.	Only 97.92% shares of the promoter''s shareholding is in D-mat Form and the company/promoters has also claimed for exemption vide letter dated 2nd May, 2018 for 78,000 shares held by Smt. Parveen Arora in the physical form, about 2.08% of the total paid up share capital of the company as at 31st March, 2024;	The company/ promoters has already claimed an exemption vide letter dated 2nd May, 2018 for 78,000 shares held by late Smt. Parveen Arora, about 2.08% of the total promoters share capital in the physical form.
ii.	Company has not disclosed PAN of Smt. Shubha Puri, Shri Pramod Puri and Apple Mutual Fund holding more than 1% shares in the Company.	The Company''s RTA have issued various reminder letter for updating the KYC details of the members in Form ISR-1 and ISR-2 but still no PAN details were provided by them. Once the PAN details receive, it shall be disclosed.
2.	The company has not taken the Special Contingency Insurance policy for insuring the risk arising out of the requirements relating to issue of duplicate securities under Para 5 of SEBI Cir. No. SEBI/HO/ MIRSD/MIRSD/RTAMB/P /CIR/2022/70 dated 25th May, 2022.	The company has made arrangement for obtaining the said policy from Oriental Insurance Co. Ltd. and premium payment being released as negotiated.

There were no reportable fraud to the Central Government covered under section 134(3)(ca) of the Companies Act, 2013.
Further that, the auditors have not found any fraud as required to be reported by them under section 143(12) to the Central
Government during the year 2023-24.

corporate governance

Pursuant to SEBI (LODR) Regulations, 2015, a separate report titled ‘Corporate Governance'' has been attached in this
Annual Report.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year
2023-24. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as
required under regulation 17(8) of the SEBI Listing Regulations, 2015. Certificate from Auditors regarding compliance of
conditions of corporate governance and from Practicing Company Secretary regarding disqualification of directors is
annexed with the Corporate Governance Report as “Annexure D”.

The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR)
Regulations, 2015 along with the requisite certificate from the Practicing Company Secretary of the Company confirming
compliance with the conditions of the corporate governance is appended and forms a part of this report along with the
certificate of Disqualification of Directors received from Practicing Company Secretary.

Shri Kailash Chand Sharma, Managing Director and Shri Abhinandan Prajapati, Chief Financial Officer have certified that
the financial statements and other matters as required under regulation 17(8), read with Part B of Schedule II of the SEBI
(LODR) Regulations, 2015 are duly complied with. A copy of the certificate on the financial statements for the financial
year ended 31st March, 2024 is also annexed with Corporate Governance Report.

code of conduct

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its
directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The
Company has adopted Code of Conduct for all the directors and senior management of the Company and the same has
been hosted on the website of the company https://natrajproteins.com/policies.

All the directors and senior management personnel have affirmed compliance with the Code for 2023-24. A declaration to
this effect by the Managing Director is given in this Annual Report as the “Annexure E” with this Report.

consolidated financial statements

Since the company does not have any subsidiary, associates or joint venture, therefore, the requirement for Consolidated
Financial Statements in accordance with relevant Accounting Standards (AS) is not applicable to the Company.

energy conservation, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is
annexed herewith as “Annexure F”.

material changes and commitments affecting the financial position of the company

No material changes and commitments affecting the financial position of the Company occurred during the Financial Year
to which these financial statements relate and the date of report.

annualreturn

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2024 is available on

the Company''s website at https://natrajproteins.com/announcements.

provision of voting by electronic means thourhg remote e-voting and e-voting at the agm:

Your Company is providing E-voting facility as required under Section 108 of the Companies Act, 2013 read with Rule 20 of
the Companies (Management and Administration) Amendment Rules, 2015. The ensuing 33rd AGM will be conducted
through Video Conferencing/OVAM and no physical meeting will be held and your company has make necessary
arrangements with CDSL to provide facility for remote e-voting and e-voting at 33rd AGM. The details regarding e-voting
facility is being given with the notice of the Meeting.

ratio of the remuneration of each director to the median employee’s remuneration and
particulars of employees.

Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the “Annexure G”.

industrial relations

During the year under review your Company enjoyed a cordial relationship with workers and employees at all levels.

prevention of insider trading

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the
Company.

The Code requires Trading Plan, pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is closed.

The Company has made a reference to the SEBI/BSE on dated 10th August, 2022 for violation of the Regulation 9 of the
SEBI (PIT) Regulation, 2015 due to involvement of Shri Arush Arora, one of the promoter by way of selling of the shares of
the company during the window closure period and non-providing necessary disclosure as required under Regulation
7(2)(a) of the SEBI (PIT) Regulations, 2015. However, we are not aware about whether action was taken in this matter by
the regulatory authorities.

insolvency and bankruptcy code:

During the year, the company has filed an application under Section 9 of Insolvency and Bankruptcy Code, 2016 being the
Operational Creditor, against Khedut Agro Engineering Private Limited in the month of June, 2023 before the Adjudicating
Authority, Ahmedabad Bench. The company has filed case for Rs. 215.64 Lakhs including interest amount. However, the
Adjudicating Authority has rejected and disposed the said application on 20th June, 2024. The Company is seeking
necessary advise to take further action by way of civil suit.

Further, the company has not filed any application u/s 10 of the Insolvency and Bankruptcy Code, 2016 as well as no other
party has filed any application u/s 7 or 9 of the Code against the Company.

GENERAL:

Your Directors state that during the year under review:

a) The Company has not issued shares (including sweat equity shares) to employees of the Company under any
scheme.

b) Neither the Managing Director nor the Whole-time Director receive any remuneration or commission from its
subsidiary.

c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

d) Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund
authority have been provided as part of the Corporate Governance report.

e) Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de¬
mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within
prescribed timelines.

f) There were no revisions in the Financial Statement and Board''s Report.

g) There is no requirement to conduct the valuation by the Bank and Valuation done at the time of one-time Settlement
during the period under review.

h) There are no voting rights exercise by any employee of the Company pursuant to section 67(3) read with the Rule
16 of the Companies (Share Capital and Debenture) Rules, 2014.

acknowledgements

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the
continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the
Company viz. customers, members, dealers, vendors and other business partners for the excellent support received from
them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their
unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

Date: 2nd September, 2024

Place: Itarsi Kailash Chand Sharma

Chairman & Managing Director
DIN 00012900

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Mar 31, 2014

The Members,

Natraj Proteins Limited

The Directors submits their 23rd Annual Report of the Company along with the Audited financial statements for the financial year ended March 31,2014.

FINANCIAL RESULTS: (Amount in Lakhs)

Particulars Year ended

31st March 31st March 2014 2013

Revenue from operation 36340.52 31670.26

Less: Excise Duty 18.23 10.78

Other Income 87.34 89.07

Total Income 36409.63 31748.55

Total Expenses 34839.70 29694.60

Profit before Interest, Depreciation & Tax (EBIDTA) 1569.93 2053.95

Less: Interest 271.08 324.88

Less: Depreciation 79.99 80.55

Profit before Tax 1218.85 1648.52

Less: (a) Current Tax 400.00 555.00

(b) Deferred Tax (9.78) (10.32)

(c ) Earlier Years 17.66 18.03

Net Profit for the year 810.98 1085.81

Add: Surplus brought forward from previous year 2538.01 1452.20

Surplus Carried to Balance Sheet 3348.99 2538.01

Paid up Equity Share Capital 374.70 374.70

Earning per share (Rs.10/- each)

Basic & Diluted (in Rs.) 21.64 28.98

DIVIDEND :

Since the Company needs huge funds for its working capital, therefore in order to strengthen the capital base and looking to the future prospects of the company, your directors do not recommend any dividend during the year and the funds are proposed to be utilized for the business activities of the company.

COMPANY''S PERFORMANCE & FUTURE OUTLOOK:

REVIEW OF OPERATIONS :

During the year under review the company achieved turnover of Rs.36,409.63 Lacs as compared to Rs.31,748.55 Lacs in the previous year. The new profit after tax of the Company was also recorded at Rs. 810.98 Lacs as compared to Rs. 1,085.81 Lacs in the previous year.

SOYA DIVISION:

During the year under review monsoon was unfavorable for soybean and the quality of seed available impacted the profit margins on finished product. The Company, however, was able to procure adequate seed for its crushing and manufacturing requirements.

Your directors are persevering to provide better results in the years to come and expect good parity on export of DOC in the coming years. It must be noted that the availability and quality of raw materials is completely dependent on monsoon season in the region, and that this is a major uncontrollable variable in operational and financial performance. The revenues and profits from export are also determined by climatic conditions internationally esp. in South America.

WIND POWER DIVISION:

The Company owns a Wind Power Mill in the state of Tamil Nadu with 750 KW rated capacity. The wind mill generated 952262 units of electricity during the year (Previous Year : 1488720 Units). This reduction in production is primarily due to non availability of electricity grid at Tamil Nadu.

DIRECTORS:

The tenure of Shri Sharad Kumar Jain (DIN 02757935), as the whole-time director is being expired on 30.09.2014 upon completion of three years, of his tenure therefore upon the recommendation of the Board he has been re-appointed as the Whole-time Director of the Company w.e.f. 01.09.2014 for a further period of three years.

Shri Giriraj Gupta (DIN 00012999), Shri Umesh Narayan Trivedi (DIN 00018188) and Shri Pradeep Agrawal (DIN 05279673) the existing independent directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of all the Independent Directors of the Company at the ensuing Annual General Meeting.

The Independent Directors has submitted a declaration confirming that they meets the criteria for independence as provided in section 149(6) of the Act and is eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said three directors fulfills the conditions specified in the Act and the Rules made there under as the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on the representation received from the operating management, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been 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 of the company for the year under review;

c. they have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provision of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

d. they have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis; AUDITORS & THEIR REPORT:

M/s Bhutoria Ganesan & Co., Chartered Accountants, Bhopal, statutory auditors of the Company, hold the office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re-appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with rule 3 of Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s Bhutoria Ganesan & Co., Chartered Accountants (ICAI Firm Registration No. 004465C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Sixth AGM to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the Board on the recommendations of the Audit Committee.

The Auditors'' Report read with notes to accounts are self-explanatory .

FIXED DEPOSITS:

Your company has not accepted or invited any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, during the year under review. And that there is no overdue unpaid/unclaimed deposit as at 31st March, 2014.

COST AUDITORS:

Pursuant to the directives of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, the Company is not required to appoint the Cost Auditors for the year 2014-15. The Cost Audit Report for the year 2013-14 would be filed to the Central Government within the stipulated time.

ENERGY CONSERVATION AND OTHER REPORTING:

The details of Energy Conservation in terms of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in Report of Directors Report) Rules, 1988 are enclosed forming part of this report as Annexure -A.

SECRETARIAL COMPLIANCE CERTIFICATE & SECRETARIAL AUDITOR:

Compliance Certificate has been obtained from M/s Jain Gupta & Co. in terms of the provisions of section 383A(1) of the Companies Act, 1956 which is being annexed to the Directors'' Report, which is self-explanatory and needs no comments. Annexure- B

The Company has appointed M/s D.K. Jain & Co., (FCS 3565 & CP 2382), Company Secretaries as the Secretarial Auditors for the year 2014-15 as required under section 204 of the Companies Act, 2013

INSURANCE:

The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks. PERSONNEL:

The Company continues to have cordial relations with its employees during the year under review.

CORPORATE SOCIAL RESPONSIBILITY:

Your Board of directors have constituted the Corporate Social Responsibility Committee (CSR Committee), comprising of K.C.Sharma as the Chairman, Shri Umesh Narayan Trivedi and Shri Pradeep Agrawal, members of the Committee as per requirement of the section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities.

PARTICULARS OF EMPLOYEES:

Your company did not have any person in employment that, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

CORPORATE GOVERNANCE REPORT:

Report on Corporate Governance as required under the Listing Agreements with the Stock Exchanges along with the certificate of the Auditors, M/s Bhutoria Ganesan & Co. Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are attached to this report as Annexure- C.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and Andhra Bank, Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, customer, vendors and employees in ensuring an excellent all around operational performance.

FOR & ON BEHALF OF THE BOARD

Place : Itarsi

Dated : 13 th August, 2014 CHAIRMAN & MANAGING DIRECTOR

DIN-00012900

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Mar 31, 2013

To, The Members of Natraj Proteins Limited

The Board of directors has pleasure in presenting their 22nd Annual report on the business and operations of the Company along with the Audited Balance Sheet and the statement of Profit & Loss for the year ended 31st March 2013.

1. FINANCIAL RESULTS:

Financial Results of the company for the year under review along with the comparative figures for previous year are as follows:

(Amount in Lakhs) Particulars Year ended 31st March 31st March 2013 2012

total sales 31748.5 22070.17

Profit before interest, depreciation & tax 2053.94 1008,79

Less: Interest 324,87 386,50

DepreciatioN 80.55 75.66

Profit Before Tax 1648.52 546.63

Less: Provision for Income Tax 573,03 193,00

Less: Provision for Deferred Tax (10.32) (0.42)

Net Profit After Tax 1085.81 354.05

Add: Balance carried from Profit & Loss A/c 1467.20 1113.15

Total surplus of profit carried to Balance Sheet 2553.01 1467.20

2. DIVIDEND:

In order to strengthen the capital base and looking to the future prospects of the company, your directors do not recommend any dividend during the year and the funds are proposed to be utilized for Company''s business activities of the company.

3. REVIEWS ON OPERATIONS:

During the year under review the company has achieved turnover of Rs. 31749.55 Lacs as compared to Rs. 22070.17 Lacs in the previous year. The net profits after of the Company was also recorded at Rs 1,085.81 Lacs as compared to Rs. 354.04 Lacs in the previous year.

3.1. SOYA DIVISION

During the year under review, the monsoon was quite favorable for the company''s raw material viz, soya seeds and it was able to procure adequate seed for its crushing and manufacturing requirements.

Your directors also look forward for better working results in the years to come and good parity on export of DOC. However, the business activities mainly depends upon monsoon according to the required norms for soya crops and as the members are aware that the company is based on the SOYA seeds, an agricultural product, which is purely dependent on the monsoon and the climatic conditions of the Country

3.2 WINDPOWER DIVISION

The company is having Wind Power Mill in the state of Tamil Nadu for 750 KW capacity. The wind mill has generated 1488720 Units during the year (previous year 1192476 Unit).

4. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Shri K.C Sharma and Shri J.P. Agrawal will retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Further that tenure of Shri K.C.Sharma as Managing Directior and Shri J.P. Agrawal as Whole-time Director was expired on 31s1 July 2013. The Board has re-appointed them for a further period of 3 years w.e.f.r'' August, 2013 on the terms, conditions and remuneration as set out in the notice of the forthcoming annual general meeting.

Your directors submit necessary resolutions for respective appointments before the members of the Company.

5. DEPOSITS:

Your Company has not accepted deposits from the general public within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet. The Company Law Board or National Corripany Law Tribunal or Reserve Bank of India or any other Court or Tribunal against the Company has passed no order.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2013 and the profits of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

- The annual accounts of the company have been prepared on the going concern basis.

7. SHARE CAPITAL & LISTING:

The Company''s 37,47,000 equity shares of Rs. 10 each fully paid up may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd. (CDSL) and National Depository Services Ltd. {NSDL) to provide facilities to all members and investors to hold the Company''s shares in dematerialized form.

The above said Equity shares are listed with the Mumbai, Madhya Pradesh and Ahemdabad Stock Exchanges. The Company is regular in payment of annual listing fees to all the Stock Exchange and there were no suspension of trading in any stock exchange during the year under review. The Company has also applied for granting permission for trading of the Equity Shares at the platform of NSE under the permitted category through the MPSE.

8. PERSONNEL:

The Company continues to have cordial relations with its employees during the year under review.

9. AUDITORS:

M/s Bhutoria Ganesan & Co., Chartered Accountants, (F.R.No, 004465C) the statutory Auditors of the Company retires at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from the Auditors that their re-appointment will be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed belore the shareholders for approval.

10. AUDITORS''REPORT:

The report of the auditors of the company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance ot section 217(3) of the Companies Act, 1956.

11. COST AUDITOR:

M/s Yogesh Chourasia & Associates (M.No, 00271) Cost Accountants has been appointed as the cost auditor of the Company tor conducting the cost audit ol Company''s product i.e. Soya edible oil for the financial year 2013-14. Pursuant to the provisions of section 209(1 }(d) of the Companies Act, 1956, Company is subjected to maintenance of Cost Accounting Record and is required to file Cost Audit Report to the MCA for the financial year 2012-13. The Cost Auditors has submitted their Report for the year ended 31s'' March, 2013 and the company is in process to file the same to the Central Government for the year2013-14.

12. INSURANCE:

The assets of company are adequately insured against the loss of fire and other risks, which has been considered necessary by the management. -

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as tequired under section 217(1)(e) of the Companies Act, 195& read with the Companies (Disclosure of particulars in the Reportof the Board of Directors) Rules 1988 have been annexed herewith as Annexure A.

14. CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, customer''s orientations and the Pursuit of Excellence. The company''s goal is to find creative and productive ways of delighting its stakeholders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

Your company has complied with the mandatory requirements of Clause 49 of the listing agreement within the stipulated time. Report on the Corporate Governance has been annexed to the Directors'' Report as Annexure B.

15. COMPLIANCE CERTIFICATE:

In terms of the provisions of section 383{1A) of the Companies Act, 1956, the Company has obtained Compliance Certificate from M/s Jain Gupta & Co., Company Secretaries and enclosed with the Directors Report, as Annexure C.

16. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the company and look forward for their continued support.

For and on behalf of the Board

Place: Itarsi K.C.SHARMA

Dated:13th August, 2013 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2012

To, The Members of Natraj Proteins Limited

The Board of directors has pleasure in presenting their 21st Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS:

Financial Results of the company for the year under review along with the comparative figures for previous year are as follows: (Amt in Rs. lacs)

Particulars Year ended 31st March

2012 2011

Total sales/Income from operations 22070.17 18992.35

Profit before interest, depreciation & tax 1008.79 571.79

less Interest 386.50 246.76

Depreciation 75.56 75.56

Profit Before Tax 546.63 249.46

Less: Provision for lncommax 193.00 90.61

Less: Provision for Deferred Tax (0.42) (7.66)

Net Profit After Tax i. 354.04 166.51



Add: Balance carried from profit & Loss A/c 1113.15 946.64

Total surplus of profit carried to Balance Sheet 1467.20 1113.15

2. DIVIDEND:

In order to strengthen the^ipital base anutjjjjpijkto the !0&igapr&ip&&6ot the company. your directors do not recommend any dividendj^luring the yeaJSpJti'fefeiunds^f proposj^b be utilized for Company's business activities of the company.

3. REVIEWS ON OPERAIoNS: 3.1. SOYA DIVISION

###### During the year under review, the mafflifiSlbn was quite morable for the company's few material viz, soya seeds and it was able to procufi adequated seed for its Crueshing and manufacturing requirements.During the year under review the compais has acJ^Bd turnover 22070.17 as compared fe Rs.18992.35 Lacs in the previous year. The profit ¦ the Company was alsoWcorded at Rs 354.04 as conjjared to Rs.166.51 Lacs in the previous year.

Your directors also look forword for working results i the years to come good parity on export of DOC. However, the business activities main depends upon mansoon according to the required norms for soya crops and as the members are awre that company is based on SOYA Seeds, an agricultural product, which is purely depended l»||he monsoon and the climatic conditions of the CouPly

wind power division The company is having Wind Power Mill in the state of Tamil Nadu for 750 KW capacity. The wind mill has generated 1192476. Units during the year.

4. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Shri Pradeep Agrawal, was appointed as the Additional Director of the Company w.e.f. 14,n May, 2012. The Company has received a notice from a member under section 257 of the Companies Act, 1956, signifying his intention for appointment as a director of the Company at the forthcoming annual general meeting.

Shri Sharad Jain had been appointed as the Whole-time Director. The Board had appoint him w.e.f. 1st Oct, 2011 for a period of 3 years on the terms, conditions and remuneration as set out in the notice of the forthcoming annual general meeting.

To office of Shri Hitesh Yadav as a director was ceased w.e.f. 23rd Sept., 2011.

Shri Giriraj Gupta and Shri Sharad Kumar Jain will retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Your directors submit necessary resolutions for respective appointments before the members of the Company.

5. DEPOSITS:

Your Company has not accepted deposits from the general public within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet. The Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Court or Tribunal against the Company has passed no order.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2012 and the profits of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

- The annual accounts of the company have been prepared on the going concern basis.

7. SHARE CAPITAL & LISTING:

The Equity Shares of the Company may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd.(CDSL) National Depositry Services Ltd. (NSDL) to provide facilities to all members and investors to hold the Company's shares in demateriallied form.

Equity shares are listed with the Mumbai,Madhya pradesh and Ahmedabad . StocK Exchanges The Company is regular in payment of annual listing fees to all the'StocK Exchanges and there were no suspension of trading in any stock exchange during the year under review. The Company has also applied for granting permission for trading of the Equity Shares at the platform of NSE undar the permitted category through the MPSE.

The company had forfeited 793000 partly paid up equity shares of Rs. 10 each on March 2012 on which Rs. 31,53,300 was remained unpaid. Now the compahy is having is 37,47,000 equity. shares of Rs. 10 each as fully paid up.

8. PERSONNEL: The Company continues to have cordial retortions with its employees during the year Under review.

9. AUDITORS:

M/s. Bhutoria Ganesan & Co., Chartered-Accountant (R.No004465C) the statutory Auditors of the company retires at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation frort the AuditOtisHhat their reappointment will be within the limits prescribed under section 224(1 B) of the Companies Act;:1956. The Atibif Committee of the Board has recommended their re- appointment. The necessary resolutions being placedibefore the shareholders for approval.

10. AUDITORS'REPORT: The report of the auditors-of the company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequte compliance of section 217(3) of the Companies Act, 1956.

11. INSURANCE: The assets of company are adequately insured against the loss of fire and further risks, which has been considered necessary by the management.

12. CONSERVATION OF ENERGY TECHNCCOGY ABSORPTION PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 have been annexed herewith as Annexure A.

13. COMPLIANCE CERTIFICATE:

In terms of the provisions of section 383(1 A) of the Companies Act, 1956, the Company has obtained Compliance Certificate from Jain Gupta & Co., Company Secretaries and enclosed with the Directors Report, as Annexure C.

14. CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, .customer's orientations and the Pursuit of Excellence. The company's goal is to find creative and productive ways of delighting its stakeholders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

Your company has complied with the mandatory requirements of Clause 49 of the listing agreement within the stipulated time. Report on the Corporate Governance has been annexed to the Directors' Report as Annexure

15. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and ,employees of the company and look forward for their continued support.

BY ORDERS OF THE BOARD KAILASH CHANDKHARMA MANAGING DIRECTOR

Place: Itarsi Dated: 25th August, 2012

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Mar 31, 2010

The Board of directors has pleasure in presenting their 19th Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31 March 2010.

I.FINANCIAL RESULTS:

Financial Results of the company for the year under review alongwith the comparative figures for previous year are as follows:

Particulars Year ended 31 st March

2010 2009

Total sales/Income from operations 1324997921 1684736057

Profit before interest, depreciation & tax 40149679 69990798

Less: Interest 11026460 13996857

Depreciation 7591548 6890383

Profit Before Tax 21531671 49103558

Less: Income Tax Related to Previous Year 0 2219411

Less: Provision for Income Tax 6540000 9000000

Less: Provision for Deferred Tax 792055 8121960

Less: Fringe Benefit 0 77228

Net Profit After Tax 14199617 29684960

Add: Balance carried from Profit & Loss A/c 80464564 64231338

Less: Transactional Liability - Deferred Tax Related 0 13451734

Total surplus of profit carried to Balance Sheet 94664180 80464564



2. DIVIDEND:

In order to strengthen the capital base and looking to the future prospects of the company, your directors do not recommend any dividend during the year and the funds are proposed to be utilized for Companys business activities of the company.

3. REVIEWS ON OPERATIONS: 3.1. SOYA DIVISION

During the year under review, the monsoon was quite favorable for the companys raw material viz, soya seeds and it was able to procure adequate seed for its crushing and manufacturing requirements. During the year under review the company has achieved turnover of Rs13249.98 Lacs as compared to Rs. 16847.36 Lacs in the previous year. The profit of the Company was also recorded at Rs.142.00 Lacs as compared to Rs. 296.85 Lacs in the previous year.

Your companys DOC being exported to other countries through the merchant exporters and in view of the decrease of the value of the Indian Rupee as compared to US $ the realization of the company sales of the Company was comparatively better then previous year.

Your directors look forward for better working results in the years to come and good parity on export of DOC. However, this year monsoon was not according to the required norms for soya crops and as the members are aware that the company is based on the SOYA seeds, an agricultural product, which is purely dependent on the monsoon and the climatic conditions of the Country, therefore the company may face problem in procurement of seeds of good quality on competitive price, which may effect the working of the Company.

WIND POWER DIVISION

The company is having Wind Power Mill in the state of Tamil Nadu for 750 KW capacity. The wind mill has generated 1670196 Units during the year.

4. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Shri J.P Agrawal and Shri K.C.Sharma will retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Further that tenure of Shri K.C.Sharma as Managing Directior and Shri J.P.Agrawal as Whole-time Director was expired on 31st July, 2010. The Board has further re-appointed them w.e.f. 1 August, 2010 for a further period of 3 years on the terms, conditions and remuneration as set out in the notice of the forthcoming annual general meeting.

Your directors submit necessary resolutions for respective appointments before the members of the Company.

5. DEPOSITS:

Your Company has not accepted deposits from the general public within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet. The Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Court or Tribunal against the Company has passed no order.

6. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2010 and the profits of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

- The annual accounts of the company have been prepared on the going concern basis.

7. SHARE CAPITAL & LISTING:

The Equity Shares of the Company may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd. (CDSL) and National Depository Services Ltd. (NSDL) to provide facilities to all members and investors to hold the Companys shares in dematerialised form.

Equity shares are listed with the Mumbai, Madhya Pradesh and Ahmedabad Stock Exchanges. The Company is regular in payment of annual listing fees to all the Stock Exchange and there were no suspension of trading in any stock exchange during the year under review.

8. PERSONNEL:

The Company continues to have cordial relations with its employees during the year under review.

9. AUDITORS:

M/s. Bhutoria Ganesan & Co., Chartered Accountants, the statutory Auditors of the company retires at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from the Auditors that their re-appointment will be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

10. AUDITORS REPORT:

The report of the auditors of the company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of section 217(3) of the Companies Act, 1956.

11. INSURANCE:

The assets of company are adequately insured against the loss of fire and other risks, which has been considered necessary by the management.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 have been annexed herewith as Annexure A.

13. COMPLIANCE CERTIFICATE:

In terms of the provisions of section 383(1 A) of the Companies Act, 1956, the Company has obtained Compliance Certificate from Ankita Jain & Co., Company Secretaries and enclosed with the Directors Report, as Annexure B.

14. CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, customers orientations and the Pursuit of Excellence. The companys goal is to find creative and productive ways of delighting its stakeholders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

Your company has complied with the mandatory requirements of Clause 49 of the listing agreement within the stipulated time. Report on the Corporate Governance has been annexed to the Directors Report as Annexure C.

14. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the company and look forward for their continued support.

For and on behalf of the Board Place:Itarsi K.C.SHARMA Dated:18th August,2010 CHAIRMAN &MANAGING DIRECTOR