Directors Report of Sagar Soya Products Ltd.

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting 32nd ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amt in Rs.)

PARTICULARS YEAR ENDED

31.03.2014 31.03.2013

Total Income 81,46,845.15 48,21,790.40 Total Expenditure 12,281,710.19 38,86,765.00

Profit/(Loss) before Taxation (51,26,147.40) (9,23,920.60)

Profit/(Loss) after Taxation (51,26,147.40) (9,23,920.60)

Profit/(Loss) Brought Forward (125,613,341.34) (124,689,420.74)

Balance carried to Balance Sheet (130739488.74) (125613341.34)

2. REVIEW OF OPERATIONS

The Company has incurred losses of Rs. 51,26,147.40/- during the financial year as compared to Rs. 923920.60 during the last year. The increase in losses is due to writing off of Bad Debts. Your Directors expects to achieve better performance in the future and are taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. DEPOSITS

The company has not accepted any deposits from the Public therefore provisions of Section 58A and Companies (Acceptance of Deposits) Rules 1975 are not applicable to the Company.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

Mrs. Renu Singh was inducted as an Additional Director on the Board of the Company on 1st June, 2014 in order to comply with the provisions of Section 149 of the Companies Act, 2013 requiring a listed Company to have a woman Director. Your Directors recommend her appointment in ensuing Annual General Meeting.

Mr. Chandrakant Patel, Independent Director of the Company was liable to retire by rotation in this Annual General Meeting. However pursuant to provisions of Section 149, Section 150, Section 152 read with Schedule IV of the Companies Act, 2013 Mr. Chandrakant Patel is appointed as an Independent Director for the period of five consecutive years from 1st April, 2014 to 31st March, 2019. The resolution for his appointment is put forward for your approval.

Likewise the term of office of Mr. Arun Kumar Sharma is liable to be determined by retirement of Director by rotation pursuant to provisions of Companies Act, 1956. However pursuant to provisions of Section 149, Section 150, Section 152 read with Schedule IV of the Companies Act, 2013 Mr. Arun Kumar Sharma is appointed as an Independent Director for the period of five consecutive years from 1st April, 2014 to 31st March, 2019. The resolution for his appointment is put forward for your approval.

The Company has received notice in writing from member along with requisite fee proposing candidature of Mrs. Renu Singh, Mr. Chandrakant Patel and Mr. Arun Kumar Sharma as Independent Director(s) of the Company. Your Directors recommend their appointment in ensuing Annual General Meeting.

7. REGISTERED OFFICE:

The Company has filed an application with the Regional Director, North Western Region of the Ministry of Corporate Affairs to shift the registered office of the Company from the State of Madhya Pradesh to the State of Maharashtra. The Company has not yet received approval to shift the registered office of the Company.

8. FORFEITURE OF SHARES:

The Board of Directors have forfeited 8,45,030 Partly Paid up Equity Shares of Rs.10/- with effect from 31st March, 2014 on account of failure to pay the balance allotment money due at the rate of Rs. 5/- per Equity Share. The detailed list of Shares which have been forfeited are available on Company''s website www.sagarsoyaproducts.com.

9. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

11. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure and marked as ''Annexure A'' forming part of this report.

12. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

13. AUDITORS

M/s O.T Gandhi & Co., Chartered Accountant, Indore bearing ICAI Firm Registration No as 001120C are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the Thirty Fifth Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting held after the ensuing Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/ s O.T Gandhi & Co, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

14. INTERNAL AUDITORS

The company has appointed M/s Ajit Jain & Co., Chartered Accountants, Indore, as internal auditor of the company for financial year 2014-15.

15. SECRETARIAL AUDITORS

The Company has appointed M/s HS Associates as Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year 2014 -2015 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

16. AUDITORS REPORT:

Since the explanation given in the Auditor''s Report are self explanatory, no further comments by the Board of Directors is provided as such.

17. COMMITTEES OF THE BOARD

Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement the Company has formed Audit Committee. Besides this the Company has also formed Shareholder / Investor Grievance Committee to redress investors'' complaint, if any.

18. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Report from HS Associates, Company Secretaries and is annexed hereto and forming part to this Report. A separate section of Corporate Governance as complied by the Company is annexed hereto marked as Annexure B and forming part of this report.

19. ACKNOWLDEGEMENTS

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

By Order of the Board For SAGAR SOYA PRODUCTS LIMITED Date : 14th August, 2014 ARVIND PATEL Place : Sagar Chairman DIN: 00024070

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Mar 31, 2013

To, The Members of Sagar Soya Products Limited

The Directors have great pleasure in presenting 31st ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amt in ) PARTICULARS YEAR ENDED 31.03.2013 31.03.2012

Total Income 48,21,790.40 519,453.44

Total Expenditure 57,45,711.00 1,063,139.00

Profit/(Loss) before Taxation (9,23,920.60) (543,685.56)

Profit/(Loss) after Taxation (9,23,920.60) (543,685.56)

Profit/(Loss) Brought Forward (124,689,420.74)(124145735.18)

Balance carried to Balance Sheet (125,613,341.34)(4,689,420.74)

2. REVIEW OF OPERATIONS

The Company has incurred losses of Rs. 9,23,920.60/- during the financial year. Your Directors expects to achieve better performance in the future and are taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. DEPOSITS

The company has not accepted any deposits from the Public therefore provisions of Section 58A and Companies (Acceptance of Deposits) Rules 1975 are not applicable to the Company.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

Mr Arun Kumar Sharma , Director retiring by rotation in terms of provision of Articles of Assocaition of the Company and is eligible for re-appointment. The resolution for appointment of Director is also placed before you in the Annual General Meeting

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. FORFEITURE OF SHARES

The Board of Directors of the Company at their meeting held on 30th May, 2013 have initiated the process of forfeiting the shares of those shareholders whose call money is unpaid. Accordingly, letters to those shareholders whose call money is unpaid are being issued asking call money.

10. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure and marked as A‘ nnexure A ''forming part of this report.

11. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

12. AUDITORS

M/s O. T. Gandhi & Co., Chartered Accountants, Indo rSet,atutory Auditors of your company holds office until the conclusion of the forthcoming Annual General Meeting. They have signified their willingness to accept re- appointment as Statutory Auditors of the Company and further have confirmed their eligibility under Section 224 (1B) of the Companies Act, 1956.

13. AUDITORS REPORT:

Since the explanation given in the Auditors'' Report are self explanatory, no further comments by the Board of Directors is provided as such.

14. COMMITTEES OF THE BOARD

Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement the Company has formed Audit Committee. Besides this the Company has also formed Shareholder / Investor Grievance Committee to redress investors ''complaint, if any.

15. REVOCATION OF SUSPENSION OF TRADING IN EQUITY SHARES

The trading of Equity Shares of the Company was suspended by Bombay Stock Exchange due to non compliance of various clauses of listing agreement. However with the continued efforts of Board of Directors of your Company the suspension of trading of Equity Shares of the Company was revoked by Bombay Stock Exchange with effect from 7th January, 2013. The shares of the Company are now freely tradable.

16. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Report from HS Associates, Company Secretarieasn d is annexed hereto and forming part to this Report. A separate section of Corporate Governance as complied by the Company is annexed hereto marked as Annexure B and forming part of this report.

17. ACKNOWLDEGEMENTS

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

By Order Of The Board

For SAGAR SOYA PRODUCTS LIMITED

Sd/-

Date : 30th May, 2013 ARVIND C. PATEL

Place :Sagar CHAIRMAN