Directors Report of Sarda Proteins Ltd.

Mar 31, 2024

The Board of Directors of Sarda Proteins Ltd with immense pleasure presents their 33^rd report on
the business and operations of the Company along with Audited Financial Statements for the
financial year ended on 31^st March, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS

The Company''s Financial Highlights for the Financial Year ended on 31^st March, 2024 is
summarized below:

(Amount in ''000'')

Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	12957.98	57951.48
Other Income	1653.37	1598.12
Total Income	14611.34	59549.60
Total Expenditure	14422.58	59420.29
Profit/(Loss) before Taxes	188.76	129.31
Less: Tax Expenses	(5.43)	459.60
Net Profit/(Loss) after Tax	194.19	(330.29)

2. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR

The Company is engaged in the trading of Edible Oils and Agri Commodities.

During the period under review, the operational strategy and demand for the products & services
could not work out well for the Company as compared to the last financial year. As a result during
the financial year 2023-24, the total revenue from the operations was Rs.12957.98/- (In
Thousands) as against Rs.57951.48/- (In Thousands) in the previous financial year. However, the
company managed to reduce its total expenditure incurred to Rs.14422.58 (In Thousands) as
against Rs.59420.29/- (In Thousands) in the previous year. Consequently, the Net Profit after tax
for the year is Rs.194.19 /- (In Thousands) as compared to the previous year loss of Rs.330.29/- (In
Thousands).

Your directors and the management are undertaking all the possible measures to improve the
financial growth in the forthcoming years.

3. TRANSFER TO RESERVES

No amount is proposed to be transferred to the reserves of the Company for the financial year
ended on 31^st March, 2024.

4. DIVIDEND

Your Directors do not propose any dividend for the financial year ended on 31^st March, 2024 and
decided to retain the entire profits for future growth & contingencies.

5. CAPITAL STRUCTURE

During the Financial Year 2023-24, there were no changes in the share capital structure of the
Company and the authorized share capital remains unchanged, paid-up share capital of the
Company stands at Rs. 1,72,59,000/- (Rupees One Crore Seventy Two Lakhs and Fifty Nine
Thousand Only) and a balance of Rs. 77,86,000/- (Rupees Seventy-Seven Lakh and Eighty-six
Thousand only) in Share Forfeiture Account on account of forfeiture of 15,57,200 Equity Shares in
earlier years.

6. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate and the
date of this report. However, M/s Ritika Vegetable Oil Pvt Ltd, Mr. Babu Lal Data, Mrs Mohini Devi,
Mr. Ajay Data, Mrs Nidhie A Data, Mr. Deepak Data, Mrs Ritika Data (“the promoters/ promoter
group of the Company") disposed-off the shares held by them in the company through open market
transactions in the month of May and June, 2024 respectively.

7. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has duly complied with all the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India.

8. LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans given, and investments made by the company during the year are forming part
of the Financial Statements of the company under note no. 8 and 7 respectively.

Further, the company has not given any guarantee or provided security in connection with a loan to
any company, body corporate and person(s) during the year under review.

9. DEPOSITS

During the year under review, your Company has neither invited nor accepted or renewed any
deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.

10. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES AND THEIR
PERFORMANCE

The Company has no Subsidiary/ Joint Ventures/ Associate Companies.

11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the financial year 2023-24, the Board duly met 5 times, the details of which are as under:

S. No.	Date of Meeting	Board Strength	No. of Directors Present
1	30.05.2023	4	3
2	14.08.2023	4	4
3	07.11.2023	4	4
4	30.11.2023	4	4
5	13.02.2024	4	4

The frequency of board meetings and quorum at such meetings were in accordance with the
Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations) and compliances of Secretarial
Standard-1 (SS-1) on Meetings of the Board of Directors issued by ICSI. The intervening gap
between any two meetings was within the period prescribed by the Companies Act, 2013, the
Listing Regulations and SS-1.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Members of the Company’s Board of Directors are eminent persons of proven competence and
integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities,
they have a significant degree of commitment towards the Company and devote adequate time to
the meetings and preparation.

The Board of the Company comprises of 4 (Four) Directors, consisting of 2 (Two) Independent
Directors, 1 (One) Non-Executive Women Director and 1 (One) Managing Director as on 31^stMarch,
2024 who bring in a wide range of skills and experience to the Board.

Name of the Director	Designation	DIN
Mr. Deepak Data	Managing Director	01672415
Mrs. Vanita Bhanot	Director (Non-Executive)	08189799
Mr. Mahavir Pratap Sharma	Independent Director	01852846
Mr. T arun Kumar T aunk	Independent Director	03124978

• Mr. Somya Data, Chief Financial Officer of the Company has tendered his resignation from the
said designation with effect from November 30, 2023. The Board places on record his
appreciation for the services rendered by him during his tenure. Further, he ceased to be
associated with the company and was relieved from his duties from the closure of working
hours of the said date.

• Mrs. Shipra Gandhi was appointed as the Chief Financial Officer of the Company with effect
from December 01, 2023, fulfilling the requirements as prescribed under the Companies Act &
Listing Regulations.

• Mrs. Vanita Bhanot (DIN: 08189799), Director of the Company who retired by rotation in the
Annual General Meeting of the Company held on September 29, 2023 being eligible, was re¬
appointed with the approval of Members.

Except aforesaid changes, no other changes took place in the directors and KMP of the
company during the year under review. Further, the following changes took place after the
closure of financial year and till the date of this report:

• Mr. Chirag Shantilal Thumar (DIN: 10640822) was appointed as the Additional Director
(Executive) of the company with effect from May 28, 2024 to hold the office of Director till the
conclusion of ensuing Annual General Meeting.

• Mr. Khilan Hareshbhai Savaliya (DIN: 08790209) was appointed as the Additional Director
(Non-Executive) of the company with effect from June 24, 2024 to hold the office of Director till
the conclusion of ensuing Annual General Meeting.

• Mrs. Shipra Gandhi, Chief Financial Officer (CFO) of the company has tendered resignation from
the said position and she further ceases to be associated with the company as CFO with effect
from July 15, 2024.

• Mrs. Vanita Bhanot (DIN: 08189799), Director (Non-Executive) of the Company has tendered
resignation from the Directorship with effect from closure of business hours of July 17, 2024.
The Board places on record its appreciation for the services rendered by her during her tenure
as Director of the company. Further, she ceases to be associated with the company and is
relieved from the duties of a Director.

• Mr. Chintan Umeshbhai Bhatt (DIN: 09289074) was appointed as the Additional Director
(Independent) of the company with effect from July 17, 2024 to hold the office of Director till
the conclusion of ensuing Annual General Meeting.

• Mr. Dhairyakumar Mohanbhai Thakkar (DIN: 08803649) was appointed as the Additional
Director (Independent) of the company with effect from July 17, 2024 to hold the office of
Director till the conclusion of ensuing Annual General Meeting.

• Mr. Yagnik Arvindbhai Satasiya was appointed as the Chief Financial Officer (CFO) and Key
Managerial Personnel of the Company with effect from July 17, 2024.

• Mr. Amit Kumar Nodi (M. No. A29371) Company Secretary & Compliance Officer of the
company has tendered resignation from the said designation with effect from July 31, 2024. The
Board places on record its appreciation for the services rendered by him during his tenure.
Further, he ceases to be associated with the company and is relieved from the duties of a
Company Secretary cum Compliance Officer.

• Mr. Deepak Data (DIN: 01672415), Managing Director of the company has tendered his
resignation from the Directorship with effect from August 11, 2024 due to completion of his
tenure at the post of Managing Director. The Board places on record its appreciation for the
services rendered by him during his tenure as Managing Director of the Company. Further, he
ceases to be associated with the company and is relieved from the duties of a Managing
Director.

• Mr. Tarun Kumar Taunk (DIN: 09289074), Independent Director of the company has tendered
his resignation from the Directorship with effect from August 11, 2024 due to completion of his
tenure at the post of Independent Director. The Board places on record its appreciation for the
services rendered by him during his tenure as Independent Director of the Company. Further,
he ceases to be associated with the company and is relieved from the duties of a Director.

• Mr. Mahavir Pratap Sharma (DIN: 01852846), Independent Director of the company has
tendered his resignation from the Directorship with effect from August 11, 2024 due to some
personal and unavoidable reason. The Board places on record its appreciation for the services
rendered by him during his tenure as Independent Director of the Company. Further, he ceases
to be associated with the company and is relieved from the duties of a Director.

13. COMMITTEES OF THE BOARD

(A) Audit Committee

The Audit Committee is constituted pursuant to the provisions of Section 177 of the Companies Act,

2013 and comprises of 2 (two) Independent Directors and 1 (one) Executive Director. Members of

this Committee possess sound expertise / knowledge / exposure.

The Audit committee comprises of 3 Directors, Mr. Tarun Kumar Taunk, Independent Director; Mr.
Mahavir Pratap Sharma, Independent Director and Mr. Deepak Data, Managing Director. The
Company Secretary of the Company is the Secretary of the Committee.

Meetings:

Four (4) meetings of the Committee were held during the financial year 2023-24 on 30^th May, 2023;
14^th August, 2023; 07^th November, 2023 and 13^th February, 2024. The accounts and financial
positions were perused by the Audit Committee and thereafter placed before the Board for their
consideration.

The attendance of the Committee members at the meeting is as under:-

Name of the Directors	Designation	No. of Committee Meetings held	No. of Committee Meeting attend
Mr. Tarun Kumar Taunk	Chairman & Member	4	4
Mr. Mahavir Pratap Sharma	Member	4	3
Mr. Deepak Data	Member	4	4

After the closure of financial year and till the date of this report, Mr. Tarun Kumar Taunk, Mr.
Mahavir Pratap Sharma and Mr. Deepak Data tendered resignation from their respective posts.

Mr. Chintan Umeshbhai Bhatt, Mr. Dhairyakumar Mohanbhai Thakkar and Mr. Chirag Shantilal
Thumar were appointed as the Additional Directors of the company. Consequently, the Company
has re-constituted the Audit Committee (“Audit Committee”) vide Board Resolution dated August,
12, 2024 as per the applicable provisions of the Section 177 of the Companies Act, 2013. The
reconstituted Audit Committee comprises following members:

Name of the Director	Designation	Nature of Directorship
Mr. Chintan Umeshbhai Bhatt	Chairman & Member	Additional Director (Independent )
Mr. Dhairyakumar Mohanbhai Thakkar	Member	Additional Director (Independent )
Mr. Chirag Shantilal Thumar	Member	Additional Director (Executive)

Terms of Reference:

The terms of reference of the Audit Committee inter alia include the following:

> the recommendation for appointment, remuneration and terms of appointment of auditors of
the Company;

> review and monitor the auditor''s independence and performance, and effectiveness of audit
process;

> examination of the financial statement and the auditor''s report

> approval or any subsequent modification of transactions of the Company with related parties;

> scrutiny of inter-corporate loans and investments;

> valuation of undertakings or assets of the Company, wherever it is necessary;

> evaluation of internal financial controls and risk management systems;

> Monitoring the end use of funds raised through public offers and related matters.

The Chief Financial Officer and Statutory Auditors are permanent invitees to the Audit Committee
Meetings.

The Board reviews the working of the Committee from time to time to bring about greater
effectiveness in order to comply with the various requirements under the Companies Act, 2013.

Audit Committee Recommendation

During the year, all recommendations of the Audit Committee were duly accepted by the Board.

(B) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted pursuant to the provisions of Section
178 of the Companies Act, 2013. Members of this Committee possess sound expertise / knowledge
/ exposure.

The Nomination and Remuneration committee comprises of 3 Directors, Mr. Tarun Kumar Taunk,
Independent Director; Mr. Mahavir Pratap Sharma, Independent Director and Mrs. Vanita Bhanot,
Director. The Company Secretary of the Company is the Secretary of the Committee.

Meetings:

Two (2) meetings of the Committee were held during the financial year 2023-24 on 14^th August,
2023 and 30^th November, 2023.

The attendance of the Committee members at the meeting is as under:-

Name of the Directors	Designation	No. of Committee Meetings held	No. of Committee Meeting attend
Mr. Tarun Kumar Taunk	Chairman & Member	2	2
Mr. Mahavir Pratap Sharma	Member	2	2
Mrs. Vanita Bhanot	Member	2	2

After the closure of financial year and till the date of this report, Mr. Tarun Kumar Taunk, Mr.
Mahavir Pratap Sharma and Mrs. Vanita Bhanot tendered resignation from their respective posts.
Mr. Chintan Umeshbhai Bhatt, Mr. Dhairyakumar Mohanbhai Thakkar and Mrs. Dharaben
Piyushkumar Patel were appointed as the Additional Directors of the company. Consequently, the
Company has re-constituted the Nomination and Remuneration Committee vide Board Resolution
dated July, 17, 2024 as per the applicable provisions of the Section 177 of the Companies Act, 2013.

The reconstituted Nomination and Remuneration Committee comprises following members:

Name of the Director	Designation	Nature of Directorship
Mr. Chintan Umeshbhai Bhatt	Chairman & Member	Additional Director (Independent )
Mr. Dhairyakumar Mohanbhai Thakkar	Member	Additional Director (Independent )
Mrs. Dharaben Piyushkumar	Member	Additional Director (Non-
Patel		Executive)

Terms of Reference:

> Identify persons who are qualified to become directors and may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall carry out evaluation of every director''s performance;

> Formulate the criteria for determining the qualifications, positive attributes and
independence of a director and recommend to the Board a policy relating to the
remuneration for directors, KMPs and other employees;

> Formulation of criteria for evaluation of performance of independent directors and the
board of directors; Devising a policy on diversity of board of directors;

> Whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors;

> Determine our Company’s policy on specific remuneration package for the Managing
Director / Executive Director including pension rights;

> Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and
increment of Executive Directors;

> Define and implement the Performance Linked Incentive Scheme (including ESOP of the
Company) and evaluate the performance and determine the amount of incentive of the
Executive Directors for that purpose.

> Decide the amount of Commission payable to the Whole time Directors;

> Review and suggest revision of the total remuneration package of the Executive Directors
keeping in view the performance of the Company, standards prevailing in the industry,
statutory guidelines etc.;

> To formulate and administer the Employee Stock Option Scheme.

Nomination and Remuneration Committee Recommendation

During the year, all recommendations of the committee were duly accepted by the Board.

(C) Stakeholders'' Relationship Committee

The Stakeholders’ Relationship Committee (“the committee”) is constituted pursuant to the

provisions of section 178 of the Companies Act, 2013 for looking into the grievances of

shareholders’ and investors of the company.

The Stakeholders Relationship Committee consists of 3 Directors, Mr. Tarun Kumar Taunk,

Independent Director; Mr. Mahavir Pratap Sharma, Independent Director and Mrs. Vanita Bhanot,

Director.

Meetings:

One (1) meeting of the Stakeholders’ Relationship Committee was held during the financial year
2023-24 on 13^th February, 2024.

The attendance of the Committee members at the meeting is as under:-

Name of the Directors	Designation	No. of Committee Meetings held	No. of Committee Meeting attend
Mrs. Vanita Bhanot	Chairman & Member	1	1
Mr. Tarun Kumar Taunk	Member	1	1
Mr. Mahavir Pratap Sharma	Member	1	1

After the closure of financial year and till the date of this report, Mr. Tarun Kumar Taunk, Mr.
Mahavir Pratap Sharma and Mrs. Vanita Bhanot tendered resignation from their respective posts.
Mr. Chintan Umeshbhai Bhatt, Mr. Dhairyakumar Mohanbhai Thakkar and Mrs. Dharaben
Piyushkumar Patel were appointed as the Additional Directors of the company. Consequently, the
Company has re-constituted the Stakeholders’ Relationship Committee vide Board Resolution dated
July, 17, 2024 as per the applicable provisions of the Section 177 of the Companies Act, 2013. The
reconstituted Stakeholders’ Relationship Committee comprises following members:

Name of the Director	Designation	Nature of Directorship
Mr. Chintan Umeshbhai Bhatt	Chairman & Member	Additional Director (Independent )
Mr. Dhairyakumar Mohanbhai Thakkar	Member	Additional Director (Independent )
Mrs. Dharaben Piyushkumar Patel	Member	Additional Director (Non¬ Executive)

Terms of Reference:

Redressal of shareholders’ and investors’ complaints, including and in respect of:

> Allotment, transfer of shares including transmission, splitting of shares, changing joint
holding into single holding and vice versa, issue of duplicate shares in lieu of those torn,
destroyed, lost or defaced or where the space at back for recording transfers have been fully
utilized.

> Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

> Review the process and mechanism of redressal of Shareholders’ /Investor’s grievance and
suggest measures of improving the system of redressal of Shareholders’ /Investors’
grievances.

> Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of
interest/dividend warrants, non-receipt of annual report and any other grievance/complaints
with Company or any officer of the Company arising out in discharge of his duties.

> Oversee the performance of the Registrar & Share Transfer Agent and also review and take
note of complaints directly received and resolved them.

> Oversee the implementation and compliance of the Code of Conduct adopted by the Company
for prevention of Insider Trading for Listed Companies as specified in the Securities &
Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from
time to time.

> Any other power specifically assigned by the Board of Directors of the Company from time to
time by way of resolution passed by it in a duly conducted Meeting, and

> Carrying out any other function contained in the equity listing agreements as and when
amended from time to time.

14. DECLARATION OF INDEPENDENCE

In accordance with provisions of sections 149(6) and 149(7) of the Companies Act, 2013 all the
Independent Directors have submitted the declaration of independence, confirming that they meet
the criteria of independence. The Board opined that Independent Directors appointed in the
Company are having requisite integrity, expertise, specialised knowledge, experience, and the
proficiency. The Independent Directors have complied with the Code applicable for Independent
Directors as stipulated under schedule IV of the Companies Act, 2013. Further, all the Independent
Directors have registered themselves in the Independent Director Databank and paid the relevant
fees. All the compliances of Rule 6(1) & (2) of the Companies (Appointment and Qualification of
Directors) Rules, 2014 have been complied with.

15. MEETING OF INDEPENDENT DIRECTORS

During the Financial Year under review, a separate Meeting of the Independent Directors was held
on 14^th August, 2023, without the attendance of Non-Independent Directors and the Management of
the Company to review the performance of the Non-Independent Directors and the Board as a
whole, assessing the quality, quantity and timeliness of flow of information between the
Management and the Board which is necessary for the Board to effectively and reasonably perform
its duties.

16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors of the company are being familiarized with the business environment
and overall operations of the Company through orientation session.

Further, at the time of appointment of Independent Directors, the Company issues formal letter of
appointment outlining his/her role, functions, duties and responsibilities which were made
available at the website of the Company at

https://www.sardaproteins.com/files/documents/Appointment-letters-of-ID-and-COC.pdf

17. AUDITORS AND AUDITOR''S REPORT
• Statutory Auditors

M/s S K Agarwal and Associates, Chartered Accountants (FRN: 014841C) Bhiwadi were appointed
as the Statutory Auditors of the Company for a term of five (5) years by the Members of the
Company at the 32^nd Annual General Meeting held on 29^th September, 2023 to hold the office from
the conclusion of the 32^nd Annual General Meeting till the conclusion of 37^th Annual General
Meeting to be held in the calendar year 2028 in accordance with the provisions of the Companies
Act, 2013.

The Auditor’s Report on the Financial Statements for the financial year 2023-24 given by M/s. S K
Agarwal and Associates, Chartered Accountants (FRN: 014841C) Bhiwadi does not contain any
qualification, reservation or adverse remark or disclaimer. Notes to the Financial Statement
referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The Company has received a certificate from M/s. S K Agarwal and Associates, Chartered
Accountants (FRN: 014841C) Bhiwadi along with peer review certificate, to the effect, inter-alia,
that their appointment, if made, would be within the limits laid down by the Act and that they are
not disqualified for such appointment under the provisions of applicable laws. Accordingly, they are
not disqualified for continuing as Auditors within the meaning of the Act.

• Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to
time), every Listed Company is required to appoint Secretarial Auditors to carry out Secretarial
Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules made
thereunder, the Board of Directors had appointed M/s V. M. & Associates, Company Secretaries
(FRN: P1984RJ039200) to conduct the secretarial audit of the Company for the financial year 2023¬
24.

A Secretarial Audit Report in Form MR-3 issued by M/s V. M. & Associates, Company Secretaries, in
respect of the secretarial audit of the Company for the financial year ended on 31^st March, 2024 is
given in “Annexure-I” to this Report.

Further, the following observations has been raised by the secretarial auditor in their report and
reply to the same has been suitably explained herein below-

Observation 1- “The Company has not made timely entries in the Structured Digital Database
(“SDD”) software maintained under Regulation 3(5) of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015.

Explanation - The Board of Directors have taken note of the observation made by the Secretarial
Auditor. The Board has also analyzed whether any of the entities to whom the data were shared,
have taken undue advantage of those information or not. The Board has found that no one has
taken any undue advantage of the information shared. The Board has also assured that the
authorized person passes timely entries in the SDD software.

• Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, the Board had appointed Mr. Mukesh Kumar Gupta, Chartered Accountant
(M. No.: 077113) as Internal Auditor of the Company to carry out the Internal Audit of the company.
The Internal Audit Report is received yearly by the Company and the same is reviewed and taken
on record by the Audit Committee and Board of Directors.

18. REPORTING OF FRAUDS BY AUDITORS

During the period under review, neither the Statutory Auditors nor the Secretarial Auditors nor
Internal Auditor reported to the Audit Committee, under section 143(12) of the Companies Act,

2013, any instances of fraud committed against the Company by its officers or employees, the
details of which would need to be mentioned in the Board’s Report.

19. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are done on arm’s
length basis and in the ordinary course of business. Relevant Form (AOC-2) for disclosure of
particulars of contracts/arrangements entered into by the company with related parties referred to
in sub-section (1) of section 188 of the Companies Act, 2013 is given as “Annexure-V” to this
Report.

20. ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92 of the Companies Act 2013 read with the Companies
(Management and Administration) Rules 2014, the Annual Return in form MGT-7 as on 31^st March,
2024 is available on the website of the Company and can be accessed at Chrome-
extension://efaidnbmnnnibpcaipcglclefindmkai/https://www.sardaproteins.com/files/documents/
Annual Return 2023-24.pdf

21. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and senior management
personnel of the Company, which is available on the website of the company i.e.
http://www.sardaproteins.com/contact.html. All the Board members and the senior management
personnel have affirmed compliance with the Code of Conduct during the year ended on 31^st March,
2024.

22. RISK MANAGEMENT

Your Company has developed and implemented a risk management policy which encompasses
practices relating to identification, assessment, monitoring and mitigation of various risks to key
business objectives. The Risk management framework of the Company seeks to minimize adverse
impact of risks on our key business objectives and enables the Company to leverage market
opportunities effectively.

The Company recognizes that the emerging and identified risks need to be managed and mitigated
to :

(a) protect its shareholders and other stakeholders’ interest;

(b) achieve its business objectives; and

(c) enable sustainable growth.

The details of various risks that are being faced by the Company are provided in Management
Discussion and Analysis Report, which forms part of this Report.

23. VIGIL MECHANISM

Your Company believes in conducting its affairs in a fair and transparent manner by adopting
highest standards of professionalism, honesty, integrity and ethical behavior. Your Company is
committed to develop a culture, which provides a platform to Directors and employees to raise
concerns about any wrongful conduct.

The Board adopted and implemented the vigil mechanism/whistle-blower policy that adopts global
best practices. We have established a vigil mechanism for Directors and employees to report

concerns and unethical behavior, actual or suspected fraud or violation of our code of conduct and
ethics. It also provides for adequate safeguards against the victimization of persons who use such
mechanism and make provision for direct access to the chairman of the Audit Committee in
exceptional cases.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.
Further no personnel have been denied access to the audit committee as per the Listing
Regulations.

The vigil mechanism policy has been uploaded on the website of the Company

i.e.http://www.sardaproteins.com/files/documents/VIGIL-MECHANISM.pdf and also confirm that
no whistle blower event was reported during the year and mechanism is functioning well.

24. NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy (the “Policy”) applies to the Board of Directors (the
“Board”), Key Managerial Personnel (the “KMP”) and the Senior Management Personnel of Sarda
Proteins Ltd (the “Company”).

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the
applicable rules thereto and includes formal evaluation framework of the Board. The company’s
Nomination & Remuneration policy includes director’s appointment and remuneration & criteria
for determining qualifications, positive attributes, independence of Director.

The salient features of the Nomination and Remuneration policy are as follows:

• Part A covers the matters to be dealt with and recommended by the Committee to the Board:

• Part B covers the appointment and nomination: and

• Part C covers remuneration and perquisites, etc.

The policy is also available on the website of Company at

http://sardaproteins.com/files/documents/NOMINATION-AND-REMUNERATION

POLICY Sarda.pdf

During the year under review, there was no change in the Nomination and Remuneration Policy

25. EVALUATION OF BOARD/ COMMITTEES/ INDIVIDUAL DIRECTORS

The evaluation / assessment of the Board, its Committee and Individual Directors of the Company
are to be conducted on an annual basis to satisfy the requirements of the Companies Act, 2013 and
Listing Regulations.

The Board evaluation framework has been designed in compliance with the requirements under
the Companies Act, 2013 and the Listing Regulations and in consonance with Guidance Note on
Board Evaluation issued by SEBI. The said evaluation is carried out on the basis of the below
parameters:

• Evaluation of the Board was based on criteria such as composition and role of the Board, Board
communication and relationships, functioning of Board Committees, review of performance and
compensation to Executive Directors, succession planning, strategic planning, etc.

• Evaluation of Directors was based on criteria such as participation and contribution in Board and
Committee meetings, representations of shareholder’s interest and enhancing shareholders value,
experience and expertise to provide feedback and guidance to top management on business

strategy, governance and risk, understanding of the organization’s strategy, risk and environment,
etc.

• Evaluation of performance for Chairman was based on criteria such knowledge and competency,
fulfillment of functions, initiatives undertaken, attendance, contribution and integrity, effectiveness
of leadership.

• Performance evaluation of Committees include its mandate, composition and their effectiveness.

Performance evaluation of every Director was done by the Nomination and Remuneration
Committee and the performance evaluation of the Chairman and the Non-Independent Directors
were carried out by the Independent Directors. Further the performance evaluation of Board as a
whole, committees and individual directors was done by the Board.

The outcomes of the Board evaluation for financial year 2023-24 was discussed by the Nomination
and Remuneration committee and the Board in their respective meetings. The Company is pleased
to announce that the overall evaluation showed the performance of your board, its committees, and
directors as highly satisfactory. The Board has also noted areas requiring more focus in the future.

26. REMUNARATION OF EMPLOYEES

(A) Disclosures pertaining to remuneration and other details as required under section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (as amended) are annexed to this report as “Annexure-
IH”.

(B) Disclosure of the names of top ten employees in terms of remuneration drawn is provided in
“Annexure-IV” as per the requirement of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (as amended).

(C) Further, none of the employees of the company were in receipt of the remuneration exceeding
the limits prescribed u/s 197 (12) of the Companies Act, 2013 read with rule 5 (2) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as
amended) during the year under review.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every
woman working in its premises through various interventions and practices. The Company always
endeavours to create and provide an environment that is free from discrimination and harassment
including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All
employees (permanent, contractual, temporary, trainees) are covered under this policy.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, the Internal
Complaints Committee of the Company has not received any complaint of sexual harassment during
the Financial Year under review. The following is a summary of sexual harassment complaints
received and disposed off during the year 2023-24:

• Number of complaints pending at the beginning of the Financial Year: NIL

• Number of complaints received during the Financial Year: NIL

• Number of complaints disposed off during the Financial Year: NIL

• Number of complaints unsolved at the end of the Financial Year: NIL

• Number of workshops or awareness programs against Sexual Harassment carried out: NIL

• Nature of action taken by the Company: NIL

28. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance
provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid-up equity share capital not exceeding Rs. 10 Crore and Net Worth not
exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a), compliance with the provisions of
Corporate Governance does not apply to the Company and hence it does not form part of the Annual
Report.

29. INTERNAL FINANCIAL CONTROL

The Company has put in place an adequate system of internal control commensurate with its size
and nature of business. These systems provide a reasonable assurance in respect of providing
financial and operational information, complying with applicable statutes, safeguarding of assets of
the Company and ensuring compliance with corporate policies. The Audit Committee reviews
adherence to internal control systems and internal audit reports.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

Your Company continuously strives to conserve energy, adopt environment friendly practices and
employ technology for more efficient operations.

The particulars relating to energy conservation, technology absorption and foreign exchange
earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the
Companies (Accounts)Rules, 2014 are given in the “Annexure-H” to this Report.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause (B) of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report on the
Financial Conditions and Results of operations of Sarda Proteins Ltd (“the Company") is as under:

a) INDUSTRY STRUCTURE AND DEVELOPMENTS

Your Company is engaged in Trading of Edible Oils and Agri Commodities, which is Food Retail
Industries. The Indian economy is striving on a relatively strong path. However, there was a strong
competition in edible oil market due to imports and lower taxation to new MSME units. There has
been a persistent gap between demand and domestic availability of edible oils. The Government,
with a view to avoid scarcity of products/items and consequential rise in prices, has been importing
edible oils. Different types of oil seeds are grown in the country like Groundnuts, Cotton Seeds,

Mustard Rapeseed, Sunflower etc. Oilseed Crop which occupies important position in the
Agricultural and Industrial economy of the country and accounts for about 13% of the cropped
area. Edible oil is an integral part of the Indian palate since long and different varieties are popular
indifferent parts of the country.

Your Company’s vision and business strategy remain strongly in sync with the proposed growth
areas.

b) OPPORTUNITIES

The Promoters’ rich experience in the said Industry and higher demand of goods in which the
company deals in, is the best opportunity for the company to increase its market. However,
considering the market competition and other opportunity cost in the Indian Market, the Board of
Directors have proposed to change the main line of business of the Company to Power Industry.

c) THREATS

Emergence of substitute products, imposition of new regulations by Government, increasing trade
barriers are the bigger threats in current scenario. The Company has strategies for business
development to cope up with the dynamic situation evolving everyday globally. The Company is
subject to all the positive & negative effects of the change in the global scenario.

d) PRODUCT-WISE PERFORMANCE

The company deals in Trading of Edible Oil and Agricultural Commodities of various categories.
During the year, Mustard Oil formed major part of the business activity. A summary of major
performance indicators is given below, while the detailed and physical performance may be viewed
from the Balance Sheet and Statement of Profit & Loss and the Annexures thereto: -

(Amount in ''000'')

Revenue from product	2023-24	2022-23
Mustard Oil	12357.98	38348.99
Soya Refind Oil	-	19602.49
Manpower Services	600.00	-

e) OUTLOOK

The Indian edible oil market, however recovered as expected in FY 2023-24 and is further
expecting strong growth in coming period. Additionally, the elevating consumer living standards
coupled with the increasing penetration of international culinary trends are further augmenting the
demand for high-quality product variants.

Important factors that could make a difference to the Company''s operations include global and
Indian demand and supply conditions, goods prices, input materials availability and prices, cyclical
demand and pricing in the Company''s principal markets, changes in Government regulations, tax
regimes, economic developments within India and the countries within which the Company
conducts business and other factors.

The company opines that the forthcoming years would mark new growth prospects for the company
with the experience of new management in the new line of business of the Company. As the market
conditions are favorable, the Company is expected to show better performance in the years to come.

f) RISKS AND CONCERNS

All the risks are dealt in the best possible manner safeguarding an efficient working environment

throughout the organization culture. In event of unforeseen risk, the company would rely on the
experience and dedication of its management to overcome any issue that may affect its
performance.

g) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate system of internal control across all functions such as purchase, sale
and acquisitions of fixed assets, cash & bank and the same carried out within the time schedule. The
Company has set up an Audit Committee comprising of 2 (two) Independent Directors and 1 (one)
Executive Director. The Company has also appointed the Chartered Accountants to carry out
Internal Audit, where one of their functions is to review the Internal Control system regularly, with
a view to further strengthen the same.

During the financial year under review, the Statutory Auditor in their Report on the Internal
Financial Control with reference to financial statements for the financial year 2023-24 has given
unmodified opinion. Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory and
secretarial auditors and external consultants, including the audit of internal financial controls over
financial reporting by the statutory auditors and the reviews performed by management and the
relevant board committees, including the audit committee, the Board is of the opinion that the
Company’s internal financial controls were adequate and effective during the year under review.
The Audit Committee also reviews adherence to internal control systems and internal audit reports.

h) FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The Company majorly trades in Agri Commodities which includes Oil Seeds, Grains, Edible Oil, etc.
The commitment of the Company towards quality and customer orientation reflects in its growing
clientele.

During the period under review, the operational strategy and demand for the products & services
could not work out well for the Company as compared to the last financial year. As a result during
the financial year 2023-24, the total revenue from the operations was Rs.12957.98/- (In
Thousands) as against Rs.57951.48/- (In Thousands) in the previous financial year. However, the
company managed to reduce its total expenditure incurred to Rs.14422.58 (In Thousands) as
against Rs.59420.29/- (In Thousands) in the previous year. Consequently, the Net Profit after tax
for the year is Rs.194.19 /- (In Thousands) as compared to the previous year loss of Rs.330.29/- (In
Thousands).

i) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT-
INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company recognizes the importance of Human Capital as an asset in its growth and believes in
acquisition, retention and betterment of talented team players. The company continuously
emphasizes to upgrade the skills of its human resources. The Company has well developed
management information system giving timely information to the different levels of management.
This is in keeping view with its policy of enhancing the individual''s growth potential within the
framework of corporate goals. The total number of employees engaged with the company as on 31^st
March, 2024 stood at 3.

j) DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

During the year under review, following are the significant changes (i.e. change of 25% or more as
compared to the immediately previous financial year) in key financial ratios:

S. No.	Particulars	For F.Y. 2023-24	For F.Y. 2022-23	% Change during the year
1	Debtors Turnover	-	-	-
2	Current Ratio	1.25%	0.98%	27.10%
3	Operating Profit Margin (%)	1.29%	0.22%	494.77%
4	Net Profit Margin (%)	0.13%	(0.55) %	123.96%
5	Return on Net Worth	0.08%	(1.40) %	105.83%

k) DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE
IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION
THEREOF

Particulars	As on 31st March 2024	As on 31st March 2023	% Change during the year
Return on Net Worth	0.08%	(1.40%)	105.83%

Return on Net Worth is calculated by dividing Profit/ Loss for the year by average net worth during
the year. In comparison to the previous year profit, the company has earned Net Profit After Tax
Rs.194.19 /- (Rs. In Thousands ) in Current Year, accordingly the Return on Net Worth is positive
as compared to negative return in previous year.

l) CAUTIONARY STATEMENT

Statements in this “Management Discussion & Analysis” which seeks to describe the company’s
objectives, projections, estimates, expectations or predictions may be considered to be forward¬
looking statements within the meaning of applicable Laws and Regulations.

Actual results could differ materially from those expressed or implied. Important factors that could
make a difference to the company’s operations include global and Indian demand - supply
conditions, finished goods prices, stock availability and prices, cyclical demand and pricing in the
company’s markets, changes in the government regulations, tax regimes, economic developments
within India and countries with which the company conducts business besides other factors, such
as litigation and other labour negotiations.

32. ORDERS PASSED BY REGULATORS/ COURTS/ TRIBUNALS

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

33. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of
the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended on 31^st March, 2024 the
applicable accounting standards have been followed and there are no material departures
from the same;

ii. the directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period;

iii. the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively; and;

vi. the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

34. OTHER DISCLOSURES

• The Board of Directors have proposed to change the mainline of business of the Company to
Power Industry to manufacture Solar Cell and to deal in all kinds of machineries, instruments,
equipment for solar power generation and for manufacturing solar cell;

• No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status
as at the end of the financial year is not applicable.

• Other disclosures with respect to Board''s Report as required under the Companies Act, 2013
and the rules notified thereunder are not applicable.

35. ACKNOWLEDGEMENTS

Your directors wish to take this opportunity to place on record their gratitude and sincere
appreciation for the timely and valuable assistance and support received from Bankers, Share
Transfer Agent, Auditors, Customers, Suppliers and Regulatory Authorities.

The Directors place on record their deep appreciation of the dedication of your Company''s
employees at all levels and look forward to their continued support in the future as well. Your
Directors are thankful to the shareholders for their continued patronage.

For and on behalf of the Board of Directors
For Sarda Proteins Ltd

Sd/- Sd/-

Chirag Thumar Khilan Savaliya

Director Director

DIN:10640822 DIN:08790209

Date: 04.09.2024 Registered Office: B-536-537,

Place: Jaipur Matsya Industrial Area,

Alwar- 301030 (Rajasthan)

---

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting their 24th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2015.

1. FINANCIAL HIGHLIGHTS : (Amount in Rs. In Lakhs)

Particulars 2014-15 2013-14

SALES 497.05 243.97

Other Income 6.45 2.82

Expenses 516.28 260.76

Profit/(Loss) before Depreciation (12.79) (13.98) and Extra Ordinary Income

Depreciation 4.23 3.29

Extra Ordinary Income 78.63 0.00

Profit/( Loss) before Taxes 61.62 (17.27)

Provision for Taxes 2.47 (5.12)

Net Profit/(Loss) 59.15 (12.15)

Previous year figures have been re-grouped and rearranged wherever considered necessary.

2. OPERATIONS AND COMPANY'S AFFAIRS:

The Company's performance has slight better then last year in terms of sales and gross profit. The net profit has improved due to extraordinary income received due to sales of Land and Building of the company.

3. DIVIDEND:

There is not adequate surplus to declare any dividend during the year. Your directors do not recommend any dividend for the year.

4. CAPITAL STRUCTURE

During the FY 2014-15 there is no change in capital structure of the Company and paid up share capital of the Company stands at Rs. 2,43,48,500/- (Rupees Two Crores Forty Three Lac Forty Thousand and Five Hundred).

5. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the financial year 2014-15, the Board of Directors of the Company met 10 (Ten) times on 29th April, 2014, 13th May, 2014, 28th May, 2014, 31st July, 2014, 27th August, 2014, 04th October, 2014, 10th November, 2014, 22nd December, 2014, 10th February, 2015 and 23rd March, 2015 .

Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and the Listing Agreement entered into by the company with the Stock Exchanges. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31st March, 2015.

6. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All the Independent Non-Executive Directors of the company viz. Mr. Kailash Kumar Dhoot, Mr. Badri Bishal Sarda and Mr. Pawan Kumar Maheshwari, have submitted the declaration of independence as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year, Mrs. Krishna Devi Sarda (DIN: 07100074) was appointed as an additional director of the Company w.e.f. 23.03.2015.

During the year, Mr. Damodar Prasad Sarda was appointed as Chief Financial Officer (CFO) of the Company, pursuant to Section 203 of the Companies Act, 2013 read with the rules made there under and Ms. Jyoti Soni was appointed as a Company Secretary of the Company pursuant to Section 203 of the Companies Act, 2013 read with the rules made there under.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company's Articles of Association, Mr. Siddharth Sarda DIN:00763412, Director of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for reappointment.

8. TRANSFER TO RESERVES

During the period under review, no amount is being transferred to the reserves of the Company.

9. NOMINATION & REMUNERATION POLICY:

The Company follows a policy on "Nomination and Remuneration of Directors, Key managerial Personnel and Senior Management". The policy is approved by the Nomination & Remuneration Committee and the Board. More details on the same are given in Annexure "I".

10. AUDITORS

- Statutory Auditors

M/s. Khetawat Agarwal & Company, Chartered Accountants, Alwar (FRN 003960C) have been appointed as Statutory Auditors of the company at the last AGM held on 30.09.2014 for a period of five years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members.

The company has received letter from M/s. Khetawat Agarwal & Company, Chartered Accountants, Alwar to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 of the said Act.

The Notes on Financial Statements referred to in the Auditor's Report for the financial year ended 31st March, 2015 are self- explanatory and does not call for any further comments.

- Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur (FRN: P1984RJ039200) as Secretarial Auditor of the Company to carry out the secretarial audit of the company for the F. Y. 2014-15. The Secretarial Audit Report is annexed herewith as Annexure "II" and it carries following qualifications:

a. Newspaper Communications for Board Meetings and Result declarations were not published by the Company;

b. Limited Review Reports of Auditors have not been intimated to the Stock Exchange along with the financial results; and

c. Intimation and Outcome for all the Board Meetings held have not been communicated to the Stock exchange.

In respect of above stated qualifications, your Directors would like to clarify that:

Considering the size and working of the business, and keeping in view the financial position, the Company was unable to publish the advertisements in newspaper.

Due to non-employment of a Whole-time Company Secretary in the Company the compliances remained pending and as a result of inadvertence the same could not be complied with. The Company strives to ensure the due compliances in future.

The Secretarial Audit report for the financial year ended 31 March, 2015 is self explanatory and does not call for any further comments.

- Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board has appointed M/s Amit M Agarwal, Chartered Accountants, Alwar as Internal Auditor of the Company to carry out the internal audit of the company for the F. Y. 2014-15.

The Internal Audit report for the financial year ended 31 March, 2015 is self explanatory and does not call for any further comments.

11. LOANS AND INVESTMENTS BY THE COMPANY

During the year under review, the company has not granted any loans, guarantees or provided securities in excess of limits prescribed under Section 186(2) of the Companies Act, 2013 and has not made any investment through more than two layers of investment Companies. The loan and advances provided is proposed to be utilised by the recipient are provided in the Financial Statements (Please refer to Note 12 and 16 in the financial Statement.

12. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance with provisions of Section 188 of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

13. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which is available on website of the company i.e. www.sardaproteins.com.

The Company has obtained confirmations for the compliance with the said code from all its Board members and senior management personnel for the year ended March, 31, 2015.

MATERIAL CHANGES DURING THE FINANCIAL YEAR UNDER REVIEW

The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to Material Changes And Commitments, there are no such material changes and commitments which affecting the financial position of the company.

14. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in form MGT 9 as on the financial year ended 31st March, 2015 is annexed herewith as Annexure " III.

15. RISK MANAGEMENT

The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The various key risks to key business objectives are as follows:

The company has contracts of materials and sometimes hedges the same in the NCDEX and has some risk in their as sometime market goes in different directions. The directors keep strict watch on it.

16. EVALUATION OF PERFORMANCE OF BOARD/ COMMITTEES/ KMP/ INDIVIDUAL IRECTORS:

Pursuant to the provisions of the Companies Act, 2013, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as their presence, leadership, level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressed) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

- Number of complaints received : NIL

- Number of complaints disposed off : NIL

18. FIXED DEPOSITS

The Company has not invited, accepted or renewed deposits from public within the meaning of Section 73 of the Companies Act, 2013, read with The Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

19. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

The particulars relating to the energy conservation and technology absorption, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the ANNEXURE IV to this Report.

20. COMPOSITION OF AUDIT COMMITTEE

Composition

The Audit Committee comprises of three Directors, two of whom are Non-Executive, Independent Directors. The Chairman of the Audit Committee possesses knowledge by corporate finance, accounts and company law.

The constitution of the Audit Committee of Directors is as under:

Names of Members Designation

Mr. Kailash Kumar Dhoot Chairman DIN: 00168546 Independent, Non-Executive

Mr. Badri Bishal sarda Member DIN: 01264693 Independent, Non-Executive

Mr. Damodar Prasad Sarda Member DIN: 00763377 Whole time Director

Terms of Reference:

a) The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

b) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

c) Examination of the financial statement and the auditor's report thereon;

d) Approval or any subsequent modification of transactions of the company with related parties;

e) Scrutiny of inter-corporate loans and investments;

f) Valuation of undertakings or assets of the company, wherever it is necessary;

g) Evaluation of internal financial controls and risk management systems;

h) Monitoring the end use of funds raised through public offers and related matters.

i) The role of Audit Committee shall inter alia include the roles as prescribed in clause 49 of the listing agreement.

21. LISTING OF SECURITIES

The equity shares of the company are listed and traded in the BSE Limited and the listing fee for the year 2015-16 has been duly paid. Scrip Code: 519242. The company has applied for delisting to Calcutta Stock Exchange Association Limited on 2nd Sep 2003 and has not paid any listing fees since then and neither received any communication from the said exchange in this matter.

22. VIGIL MECHANISHM

As per Section 177 of the Companies Act, 2013, a Vigil Mechanism has been established in order to ensure that the activities of the Company and its employees are conducted in a fair, honest and transparent manner. The Vigil Mechanism Policy has been uploaded on the website of the Company i.e. www.sardaproteins.com.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

23. REMUNERATION RELATED DETAILS

A. None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

B. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub- section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure " V.

24. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures from the same;

- the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

- the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the directors had prepared the annual accounts on a going concern basis;

- 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; and;

- the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

26. ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its sincere appreciation for due co-operation received from the Company's Bankers, Government, Advisors, Shareholders etc. The Directors are also thankful to the employees at all levels for their continued support.

BY ORDER OF THE BOARD OF DIRECTORS

FOR SARDA PROTEINS LIMITED

SD/-

DAMODAR PRASAD SARDA

PLACE : ALWAR DIN: 00763377

DATE : 4th November, 2015 CHAIRMAN

---

Mar 31, 2014

The Members,

Sarda Proteins Limited

The Directors have pleasure in presenting the Twenty Third Annual Report of your Company along with Audited Annual Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS

The financial performance of the Company for the year ended on 31st March, 2014 is as follows: (In Rs.)

Particulars F.Y. F.Y. 2013-14 2012-13

Sales 24,396,850 1,25,816,127

Other Income 2,81,561 18,55,152

Profit/(Loss) before tax (17,26,557.48) (44,74,255.04)

Net/(Loss) Profit after tax (1,214,875.48) (3,273,151.04)

Payment of Dividend - -

EPS (Basic) (0.50) (1.34)

EPS (Diluted) (0.50) (1.34)



OPERATIONS

The sales of the company has decreased due to closure of Mustard Oil Mill during the previous year. The company has installed a wheat grading plant during the year but it was not viable. At present company is doing trading activities of mustard oil.

RESERVES

There are no oprational profits to be transfered to Reserve and surplus. There is a loss of Rs.12.41 Lakhs so net negative figures of Reserve and surplus is (Rs. 28.89 Lakhs) previous year Rs. (16.74 Lakhs)

DIVIDEND

The company do not have any surplus in Reserve and Surplus to consider any dividend.

METARIAL CHANGES - There are no material changes after closing of books to signing of Balance Sheet.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits from public during the year.

DIRECTORS

During the year there has been no change in the Board of Directors. In accordance with the applicable provisions of the Companies Act, 2013 and the Company''s Articles of Association, Shri Madhu Sudan Somani, is liable to retire by rotation and being eligible offer himself for reappointment. Directors recommend his re-appointment.

Shri Badri Bishal Sarda, Shri Kailash Kumar Dhoot and Shri Pawan Kumar Maheshwari are proposed to be re-appointed as Independent Directors (not liable to retire by rotation) of the Company, respectively at this 23rd AGM for a term up to 31st March, 2019.

AUDITORS AND AUDITOR''S REPORT

During the year statutory auditors of the Company M/s S. S. Kothari Mehta & Compay has resigned and the casual vacancy caused was filled by appointing M/s Khetawat Agarwal & Company (FRN 003960C) in the extra ordinary general meeting held on 5-12-2013.

M/s. Khetawat Agarwal & Company, Chartered Accountants, Alwar , the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received communication from M/s. Khetawat Agarwal & Company, Chartered Accountants, Alwar to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re- appointment.

They are sought to be re-appointed for 5 (Five) Financial Years. The observations of the Auditors are self-explanatory and have been explained / clarified wherever necessary in appropriate notes to Accounts and therefor do not call for any further comments.

COMPLIANCE CERTIFICATE

As per the requirements of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of the Compliance Certificate is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors, based on the representations received from the operational management, confirm in pursuance of Section 217(2AA) of the Companies Act, 1956 and Section 134(5) of the Companies Act, 2013, that:

. that in the preparation of annual accounts for the Financial year 2013-14, the applicable accounting standards had been followed along with proper explanation relating to material departures;

That the Directors had selected such accounting policies and applied them consistently and made judgments and estimated that are 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 that period.

That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

That the annual accounts are prepared on a going concern basis

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be disclosed under the provisions of section 217(2A) of the Companies Act, 1956 read with Companies

(Particulars of Employees) Rules, 1975 as amended, from time to time.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure are NIL. The company is not manufacturing anything. So no report is called for conservation of energy and fuel. The previous year figures are given.

ACKNOWLEDGEMENT

The Board of Directors place on record their appreciation for the assistance and cooperation received form the Financial institutions, banks, government and local authorities for their strong support and valuable guidance. The directors are thankful to the shareholders for their continuing support to the Company. Your directors also wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

By Order of the Board

Sd/- Damodar Prasad Sarda PLACE : ALWAR Chairman DATE : 27.08.2014 DIN: 00763377

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Mar 31, 2012

TO THE MEMBERS

The Directors have pleasure in presenting the Twenty First Annual Report of your Company along with Audited Annual Accounts for the year ended 31st March, 2012.

OPERATION

During the year under review your company's sales have increased to Rs. 2701.07 Lakhs and a pre tax profit of Rs.11.59 Laksh was earned after providing depreciation of Rs. 6.02 Lakhs and after providing tax of Rs. 3.72 Lakhs a net profit of Rs. 7.87 Lakhs was earned.

FINANCIAL OF THE COMPANY

The financial performance of the Company for the year ended on 31st March, 2012 is as follows:

Rupees in Lakhs

Particulars 2011-12 2010-11

Sales 2701.07 2445.84

Other Income 32.89 2.01

Expenditure exluding

Depreciation 2716.35 2173.83

Depreciation 6.02 6.36

Proflt/(Loss) before tax 11.59 (32.33)

Provision for Taxation 3.72 (11.07)

Profit / (Loss) after tax 7.87 21.25

Profit / (Loss) carried to Balance Sheet (2.09) (9.96)

Dividend -- --

EPS (Basic) 0.32 (0.87)

EPS (Diluted) 0.32 (0.87)





MATERIAL CHANGES

There are no material changes.

DIVIDEND

Bearing in mind the financials of the Company, the Directors do not recommend any dividend for the year.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits from public during the year.

DIRECTORS

During the year there has been no change in the Board of Directors. In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Madhu Sudan Somani retires by rotation at the ensuing Annual General Meeting of the Company. He is eligible for re- appointment.

Shri Damodar Prasad Sarda, whole-time director is reappointed for a further period of 5 years w.e.f. 1st February, 2012, this reappointment is proposed to be confirmed at the ensuing Annual General Meeting.

AUDITORS

M/s. S.S. Kothari Mehta & Co., Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the forthcoming Annual General Meeting and is eligible for re- appointment The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. Accordingly, the said Auditors are proposed to be re- appointed as auditors of the Company for the financial year 2012-13 at the ensuing Annual General Meeting. The notes to the accounts referred to in the Auditors' Report are self- explanatory and therefore do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, your Directors confirm that:

1. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company for the financial year ended 31st March 2012 and of profit of the Company for that year;

3. 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 provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the Annual Accounts on a 'going concern' basis.

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be disclosed under the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, from time to time.

COMPLIANCE CERTIFICATE

As per the requirements of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V. M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of the Compliance Certificate is annexed to this report.

The appointment of M/s V.M. & Associates, Company Secretaries in Whole-time Practice, is also sought, for the year 2012-13, given in the notice.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure are NIL. The directors always put stress on utilizing the power and fuel at optimum efficiency. The Company is using agro-waste, in place of coal. The particulars of power and fuel consumed is annexed in Annexure herewith and forms integral part of the report. The company is using Agro waste in place of coal.

ACKNOWLEDGEMENT

The Board of Directors place on record their appreciation for the assistance and cooperation received form the Financial institutions, banks, government and local authorities for their strong support and valuable guidance. The directors are thankful to the shareholders for their continuing support to the Company. Your directors also wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.



For and on behalf of the Board of Directors



Sd/-

PLACE : ALWAR D.P. Sarda

DATE . 30.08 2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting their Nineteenth Annual Report on the operation of the company and Audited Accounts for the financial year ending 31.03.2010 with Auditors Report thereon. OPERATION

During the year under review your companys sales have decreased to Rs. 1871.94 Lakhs and pretax loss of Rs.23.06 Lakhs was incured after providing the depreciation of Rs.6.92 Lakhs during the year. After adjustment of Fringe Benefit Tax, Income Tax and Deferred Tax the net loss stands at Rs. 17.44 Lakhs. ACCOUNTS AND FINANCIAL DATA Rs. In Lacs

Particulars Current Previous Year Year

Sales 1871.94 2456.17

Other Income 10.24 3.53

Profit before Depreciation (16.14) 9.04

Depreciation 6.92 8.10

Net profit/(Loss) before Tax (23.06) 0.94 Provision for Tax (5.62) (2.07)

Profit / (Loss) after Tax (17.44) 3.01

TRANSFER TO RESERVE

During the year under review your company has made a net loss of Rs. 17.44 Lakhs (Previous Year Profit Rs. 3.01 Lakhs) and the same is being transferred to general re- serve account, the balance of Rs. 11.29 Lakhs is being carried to the Balance Sheet

DIVIDEND

There is not adequate profit in Profit and Loss account to declare the dividend. The directors do not recommend any dividend for the year.

MATERIAL CHANGES

Due to continuous losses and looking over the bleak position of the manufacturing of edible oil business it has been decided to change the business and dispose off the fixed assets of the company, A postal resolution has neen passed by members to sell/lease the fixed assets of the company.

DIRECTORS

During the year there has been no change in the Board of Director.

In accordance with the provisions of the Companies Act. 1956 and the Articles of Association, Shri Badri Bishal Sarda, retires by rotation at the forthcoming An- nual General Meeting and being eligible, offers himself for reappointment.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Shri Siddharth Sarda, retires by rotation at the forthcoming Annual Gen- eral Meeting and being eligible, offers himself for reap- pointment.

AUDITORS

The companys auditors M/s S.S. Kothari Mehta & Co. New Delhi will retire at the conclusion of the ensuing An- nual General Meeting and being eligible has offered them selves for reappointment. They have furnished certificate to the effect that their appointment if made will be in accor- dance with Sub-Section (1-B) of section 224 of the Com- panies Act, 1956. There is no material qualification ex- pressed by Auditors on the accounts of the company and their notes are self-explanatory.

FIXED DEPOSITS

During the financial year under review the company has not accepted any deposits in pursuant to Section 58 A and 58 AA of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category speci- fied under Section 217 (2A) of the Companies Act, 1956 drawing no less than 24,00,000/= per annum or not less than Rs. 2,00,000/= per month if employed for part of the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign exchange and has not spent any amount in foreign exchange dur- ing the year.

INFORMATION REGARDING CONSERVATION OF ENERGEY

Your directors always put stress on utilizing the power and fuel at optimum efficiency. The particulars of power and fuel consumed is annexed in Annexure "A" here- with and forms integral part of the report. The company is using agro waste, in place of coal.

COMPLIANCE CERTIFICATE

As per the provisions of Section 383A of the Compa- nies Act 1956, M/sV.M. & Associates., Company Secre- taries in whole time practice were appointed for the period and a Compliance Certificate from them is an- nexed hereto and forming part of the report. DIRECTORS

RESPONSIBILITY STATEMENT

The Directors would like to inform the members that the Audited Accounts for the financial year ended 31st March, 2010 are in conformity with the requirement of the companies Act, 1956. These financial results are audited by the Statutory Auditors M/s S.S. Kothari Mehta & Co. The Directors further confirm that:

1) In the preparation of the annual accounts, the appli- cable accounting standards have been followed along with proper explanations relating to material departures.

2) The director has selected such accounting policies and applied them consistently and made judge- ments and estimate that are reasonable and pru- dent 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 Loss of the Company for the period.

3) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safe- guarding the assets of the company and for pre- venting and detection of fraud and other irregulari- ties.

4) The Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENT

Your Directors are pleased to put on record with gratitude the cooperation, assistance and support ex tended by employees, customers, suppliers, various government agencies and shareholders of the company.

On behalf of the Board

Place : Alwar D.P. Sarda

Date: 3rd Sep. 2010 Chairman

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Mar 31, 2009

The Directors have pleasure in presenting their Eigh- teenth Annual Report on the operation of the company and Audited Accounts for the financial year ending 31.03.2009 with Auditors Report thereon.

OPERATION

During the year under review your companys sales have increased to Rs. 2456.17 Lakhs and pretax profit of Rs.0.94 Lakhs was earned after providing the depreciation of Rs-.8.10 Lakhs during the year. After adjustment of Fringe Benefit Tax, Income Tax and Deferred Tax the net profit stands at Rs.3.01 Lakhs. ACCOUNTS AND FINANCIAL DATA Rs. In Lacs

Particulars Current Previous Year Year

Sales 2456.17 2387.47

Other Income 3.53 1.84

Profit before Depreciation 9.04 15.84

Depreciation 8.10 9.68

Net profit/(Loss) before Tax 0.94 6.16

Provision for Tax (2.07) 1.45

Profit / (Loss) after Tax 3.01 4.70

TRANSFER TO RESERVE

During the year under review your company has made a net profit of Rs. 3.01 Lakhs (Previous Year Rs.4.70 Lakhs) and the same is being transferred to general reserve account, the bal- ance of Rs. 28.73 Lakhs is being carried to the Balance Sheet DIVIDEND

There is not adequate profit in Profit and Loss account to declare the dividend. The directors do not recommend any dividend for the year.

MATERIAL CHANGES

There are no material changes after the closure of the books.

DIRECTORS

During the year Shri Chandra Shekhar Sarda has resigned from directorship w.e.f. 6th March 2009. In accordance with the provisions of the Companies Act. 1956 and the Articles of Association, Shri M.S. Somani, retires by rotation at the forthcoming Annual General Meet- ing and being eligible, offers himself for reappointment. In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Shri D.P. Sarda, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. AUDITORS

The companys auditors M/s S.S. Kothari Mehta & Co. New Delhi will retire at the conclusion of the ensuing Annual General Meeting and being eligible has offered themselves for reap- pointment. They have furnished certificate to the effect that their appointment if made will be in accordance with Sub-Sec- tion (1-B) of section 224 of the Companies Act, 1956. There is no material qualification expressed by Auditors on the accounts of the company and their notes are self-explanatory.

FIXED DEPOSITS

During the financial year under review the company has not accepted any deposits in pursuant to Section 58 A and 58 AA of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975. PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217 (2A) of the Companies Act, 1956 draw- ing no less than 24,00,000/= per annum or not less than Rs. 2,00,000/= per month if employed for part of the year. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign exchange and has not spent any amount in foreign exchange during the year. INFORMATION REGARDING CONSERVATION OF ENERGEY

Your directors always put stress on utilizing the power and fuel at optimum efficiency. The particulars of power and fuel consumed is annexed in Annexure "A" herewith and forms integral part of the report. The company is using agro waste, in place of coal. DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to inform the members that the Audited Accounts for the financial year ended 31st March, 2009 are in conformity with the requirement of the companies Act, 1956. These financial results are audited by the Statu- tory Auditors M/s S.S. Kothari Mehta & Co. The Directors further confirm that:

1) In the preparation of the annual accounts, the appli- cable accounting standards have been, followed along with proper explanations relating to material depar- tures.

2) The director has selected such accounting policies and applied them consistently and made judgements and es- timate that are 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 period.

3) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in ac- cordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detec- tion of fraud and other irregularities.

4) The Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENT

Your Directors are pleased to put on record with grati- tude the cooperation, assistance and support extended by employees, customers, suppliers, various government agencies and shareholders of the company.

On behalf of the Board

Place : New Delhi D.P. Sarda

Date : 1stSept., 2009 Chairman

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Mar 31, 2004

The Directors have pleasure in presenting their Thirteenth Annual Report on the operation of the Company and Audited Accounts for the financial year ending 31.03.2004 with Auditors Report thereon.

OPERATION

During the year under review, your company has installed a small flourmill manufacturing wheat flour (chakki atta). The company has also written off the amount standing against the capital work in progress amounting to Rs. 15.99 Lakhs, as it does not seem possible to install the solvent extraction plant with available funds with the company. Your company has made a net loss of Rs. 28.82 Lacs as compared to the net profit of Rs. 7.64 Lacs during the previous year after providing the depreciation and writing off of capital work in progress.

ACCOUNTS AND FINANCIAL DATA

Rs. In Lacs

Particulars Current Year Previous Year

Total Income 1278.43 1696.10

Profit before Depreciation & Misc. Exp. Written off (5.95) 19.50

Depreciation & Misc. Exp. & Capital Expenditure w.off 29.24 15.06

Net Profit/(Loss)before Tax (35.19) 4.44

Provision for Tax (6.37) (3.20)

Profit / (Loss) after Tax (28.82) 7.64

TRANSFER TO RESERVE

During the year, your company has made a net loss of Rs. 28.82 Lacs (previous year profit Rs. 7.64 Lacs) and the same is being carried to Balance Sheet. After adjustment of loss and deferred tax liability as per Accounting Standard AS-22,debit balance in Profit & Loss account stands to Rs. 28.73 Lacs.

DIVIDEND

There is loss in Profit and Loss account. The directors do not recommend any dividend for the year.

MATERIAL CHANGES

The performance of the company has been affected due to non-introduction of VAT system of taxation proposed in place of sales tax system. The performance of the company for the first quarter is poor than last year. There has been an Entry Tax imposed by state government of Rajasthan in the budget on puchase of empty tin containers which will result in inceasing the cost of packing by Rs. 4.00 lakhs per annum in compare to other manufacturers in the state and that will adversely affect the competitiveness of the company.

DELISTING OF SHARES

During the year the company has applied for delisting of shares from Jaipur, Ahemedabad, Delhi and Kolkata stock exchange after receiving the approval of members in the last AGM. So far only Ahemedabad Stock Exchange has delisted the share of the company and approval from other stock exchange is awaited. However the shares of the company will remain listed and traded* in The Stock Exchange, Mumbai.

DIRECTORS

During the year, there is no change in the Board of Directors. However, Sh. C.S. Sarda will retire by rotation at the conclusion of ensuing Annual General Meeting. Being eligible, he offers himself for reappointment. The board recommends his reappointment.

AUDITORS

The companys auditors M/s S.S. Kothari & Co., New Delhi has changed their name from last November to M/s S.S. Kothari Mehta & Co. and they will retire at the conclusion of the ensuing Annual General Meeting and being eligible has offered themselves for reappointment. They have furnished certificate to the effect that their appointment if made will be in accordance with Sub-Section (1-B) of section 224 of the Companies Act, 1956. There is no material qualification expressed by Auditors on the accounts of the Company and their notes are self-explanatoy.

FIXED DEPOSITS

During the financial year under review the Company has not accepted any deposits in pursuant to Section 58 A and 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules 1975.

PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217 (2A) of the Companies Act, 1956 drawing no less than 24,00,000/= per annum or not less than Rs. 2,00,000/= per month if employed for part of the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign exchange and has not spent any amount in foreign exchange during the year.

INFORMATION REGARDING CONSERVATION OF ENERGY

Your directors always put stress on utilizing the power and fuel at optimum effeciency. The particulars of power and fuel consumed is annexed in Annexure "A" herewith and forms integral part of the report. The company is using agro waste in place of coal which has resulted in reducing the fuel cost by two third.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to inform the members that the Audited Accounts for the financial year ended 31st March, 2004 are in full conformity with the requirement of the Companies Act, 1956. These financial results are audited by the Statutory Auditors M/s S.S Kothari Mehta & Co. The Directors further confirm that:

1) In the preparation of the annual accounts,the applicable accounting standards have been followed.

2)The accounting policies are consistently applied and reasonable. Prudent judgement and estimates are made 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 profits of the Company for that period.

3) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for providing and detecting fraud and other irregularities.

4)The Directors has prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors are pleased to put on record with gratitude the co-operation, assistance and support extended by clients, various government agencies and shareholders of the Company.

On behalf of the Board

D.P.Sarda Chairman

Place : Bhiwadi Date : 25th Aug. 2004

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Mar 31, 2003

The Directors have pleasure in presenting their Twelfth Annual Report on the operation of the Com- pany and Audited Accounts for the financial year end- ing 31.03.2003 with Auditors Report thereon.

OPERATION

During the year under review, your company has made a net Profit of Rs. 7.64 Lacs as compared to the net loss of Rs. 17.34 Lacs during the previous year.

ACCOUNTS AND FINANCIAL DATA

Rs. In Lacs

Particulars Current Year Previous Year

Total Income 1696.10 1227.83

Profit before Depreciation & Misc. Exp. Written off 19.50 (3.58)

Depreciation & Misc. Exp. Written off 15.06 14.46

Net Profit/(Loss) before Tax 4.44 (18.04)

Provision for Tax (3.20) (0.70)

Profit / (Loss) after Tax 7.64 (17.34)

TRANSFER TO RESERVE

During the year, your company has made a net profit of Rs. 7.64 Lacs (previous year loss Rs. 17.34 Lacs) and the same is being transferred. After adjustment of loss and deferred tax liability as per Accounting Standard AS-22,credit balance in Profit & Loss ac- count stands to Rs. 0.09 Lacs.

DIVIDEND

There is not enough surplus for dividend. The direc- tors do not recommend dividend.

MATERIAL CHANGES

During the year, the persormance of the company was expected to improve due to proposed VAT sys- tem of taxation in lieu of sales tax. However, non in- troduction of VAT is affecting the performance of the company. The crop of Mustard Seed was a failure and the shortage of raw material may adversely af- fect the performance of the company during the year.

DIRECTORS

During the year, there is no change in the Board of Directors. However, Sh. M. S. Somani will retire by rotation at the conclusion of ensuing Annual Gen- eral Meeting. Being eligible, he offers himself for re- appointment. The board recommends his reappoint- ment.

AUDITORS

M/s S.S. Kothari & Co. Chartered Accountants, New Delhi will retire at the conclusion of the ensuing An- nual General Meeting being eligible offer themselves for reappointment. They have furnished certificate to the effect that their appointment if made will be in accordance with Sub-section (1-B) of Section 224 of the Companies Act, 1956. There is no material quali- fication expressed by Auditors on the accounts of the Company and their notes are self-explanatory.

FIXED DEPOSITS

During the financial year under review the Company has not accepted any deposits in pursuant to Sec- tion 58 A of the Companies Act, 1956, read with Com- panies (Acceptance of Deposits) Rules 1975.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees drawing annual remuneration of Rs. 24,00,000/- or Rs. 2,00,000/- per month in case of he was em- ployed for a part of the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign ex- change and has not spent any amount in for- eign exchange during the year.

INFORMATION REGARDING CONSERVATION OF ENERGY

Your directors always put stress on utilising the power and fuel at optimum effeciency. The par- ticulars of power and fuel consumed is annexed in Annexure "A" herewith and forms integral part of the report. During the year, the company has installed mustard husk (Agro Waste) fired fur- nace, which has resulted in a reduction in fuel cost of around Rs. 3.00 Lakhs. During the year, the company has maintained power factor at the peak level, which has resulted in reduction in the electricity bill by Rs. 1.35 Lakhs.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to inform the members that the Audited Accounts for the financial year ended 31st March, 2003 are in full conformity with the requirement of the Companies Act, 1956. These financial results are audited by the Statutory Auditors M/s SS Kothari & Company. The Directors further confirm that:

1) In the preparation of the annual accounts,the applicable accounting standards have been followed.

2)The accounting policies are consistently applied and reasonable. Prudent judgement and estimates are made 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 profits of the Company for that period.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for providing and detecting fraud and other irregularities.

4)The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors are pleased to put on record with gratitude the co-operation, assistance and sup- port extended by employees, clients, various government agencies and shareholders of the Company.

On behalf of the Board

D.P.Sarda Chairman

Place : Bhiwadi Date : 2nd Sep. 2003

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Mar 31, 2002

The Directors have pleasure in presenting their Eleventh Annual Report on the operation of the Company and Audited Accounts for the financial year ending 31.03.2002 with Auditors Report thereon.

OPERATION

During the year under review, your company has made a net loss of Rs. 17.34 Lacs as compared to the net loss of Rs.2.08 Lacs during the previous year.

ACCOUNTS AND FINANCIAL DATA

Rs. In Lacs

Particulars Current Year Previous Year

Total Income 1227.83 1269.15

Profit before Depreciation & Misc. Exp. Written off (3.58) 12.01

Depreciation & Misc. Exp. Written off 14.46 14.08

Net Profit/(Loss) before Tax (18.04) (2.08)

Provision for Tax (0.70) -

Profit / (Loss) after Tax (17.34) (2.08)

TRANSFER TO RESERVE

During the year, your company has made a net loss of Rs. 17.34 Lacs (previous year loss Rs. 2.08 Lacs) so there are no profits to transfer to reserve and surplus. Your director do not recommend any dividend for the year. After adjustment of loss and deferred tax liability as per newly adopted accounting standard AS-22 a debit the balance in Profit & Loss account stands to Rs. 7.56 Lacs.

OUTLOOK

The sales tax exemption of the company has ex- pired in May 2001 and it has affected the per-

formance of the company, as with the current rates it will have an additional burden of around Rs. 10.00 Lacs in the current year. However, your directors hope that with the advent of VAT sys- tem from April 2003 instead of present sales tax system may benefit the company due to level playing field from next financial year.

DIRECTORS

During the year, there is no change in the Board of Directors. However, Sh. D.P.Sarda will retire by rotation at the ensuing Annual General Meeting. Being eligible, he offers himself for re-appointment. The board recommends his re-appointment.

AUDITORS

M/s S.S. Kothari & Co. Chartered Accountants, New Delhi will retire at the conclusion of the ensuing Annual General Meeting being eligible offer them- selves for re-appointment. They have furnished certificate to the effect that their appointment if made will be in accordance with Sub-section (1-B) of Section 224 of the Companies Act,1956. There is no material qualification expressed by Audi- tors on the accounts of the Company and their notes are self-explanatory.

FIXED DEPOSITS

During the financial year under review the Company has not accepted any deposits in pursuant to Section 58 A of the Companies Act,1956, read with Compa- nies (Acceptance of Deposits) Rules 1975.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees drawing annual remuneration of Rs. 12,00,000/= or Rs. 1,00,000/= per month is case of he was employed for a part of the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign exchange and has not spent any amount in foreign exchange during the year.

INOFRMATION REGARDING CONSERVATION OF ENERGY

Your directors always put stress on minimising the per unit cost of energy and fuel consumed and also to use energy, electricity and fuel at the optimum level. The particulars of power & fuel used is annexed herewith and forms integral part of the report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to inform the members that the Audited Accounts for the financial year ended 31st March, 2002 are in full conformity with the requirement of the Companies Act, 1956. These financial results are audited by the Statu- tory Auditors M/s SS Kothari & Company. The Directors further confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed.

2) The accounting policies are consistently applied and reasonable. Prudent judgement and estimates are made 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 profits of the Company for that period.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for providing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors are pleased to put on record with gratitude the co-operation, assistance and support extended by employees, clients, various government agencies and shareholders of the Company.

On behalf of the Board

D.P.Sarda Chairman

Place : Bhiwadi Date : 2nd Sep., 2002