Directors Report of Sanwaria Consumer Ltd.

Mar 31, 2023

The Hon''ble National Company Law Tribunal Indore Bench ("NCLT") had vide its order dated May 29 2020 admitted the application for the initiation of the corporate insolvency resolution process ("CIRP") of Corporate Debtor in terms of the Insolvency and Bankruptcy Code 2016 read with the rules and regulations framed there under as amended from time to time ("Code"). Accordingly pursuant to the provisions of Section 17 of the IBC the powers of the Board of Directors of the Corporate Debtor stands suspended and such powers shall be vested with Mr. Rajeev Goel appointed as the Insolvency Resolution Professional (the IRP or interim Resolution Professional). Further the committee of creditors (CoC) of the Corporate Debtor pursuant to the meeting held on July 28 2020 and in terms of Section 22 (2) of the Code resolved with 100% voting share to replace the existing Interim Resolution Professional with Mr. Gautam Mittal as the resolution professional (RP) for the Corporate Debtor. Accordingly the NCLT has in its hearing dated 4^th September 2020 through video conferencing pronounced the approval for the appointment of Mr. Gautam Mittal as the RP ("Resolution Professional") of the Corporate Debtor.

Since the company is und.er Corporate Insolvency Resolution Process (CIRP) as per Section 17 of the Insolvency & Bankruptcy Code from the date of appointment of the Resolution Professional.

(a) the management of the affairs of the company shall vest in the Resolution Professional.

(b) the powers of the Board of Directors of the company shall stand suspended and be exercised by the Resolution Professional.

(c) the officers and managers of the company shall report to the Resolution Professional and provide access to such documents and records of the company as may be required by the Resolution Professional.

(d) the financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relation to such accounts and furnish all information relating to the company available with them to the Resolution Professional.

RESULTS OF OUR OPERATIONS

Your Company''s financial performance for the year under review has been encouraging. Key aspects of Standalone Financial Performance of SCL for the current financial year 2022-2023 along with the previous financial year 2021-22 are tabulated below:

(Amount in Rs. Lakhs)
Particulars	Standalone		Consolidated
	For the year	For the year	For the year	For the year
	ended March	ended March	ended March	ended March
	312023	31 2022	31 2023	31 2022
Total Income	108.39	109.55	109.55	109.55

Profit Before Depreciation Interest and Tax	(11.54)	(11.54)	(14.68)	(14.68)
Less: Depreciation & Amortization expenses	514.87	651.30	649.42	785.85
Less: Finance cost	0.01	0.037	0.01	0.037
Profit before Taxation and Exceptional Items Less: Extraordinary and Exceptional Item	(501.56)	(662.88)	(640.53)	(800.56)
Profit before Taxation	(501.56)	(662.88)	(640.53)	(800.56)
Less: Provision for Tax for Current Year	--	--	--	--
Less: Provision for deferred Tax	(79.39)	(127.14)	(79.39)	(127.14)
Profit for the period	(422.17)	(535.74)	(561.14)	(673.42)
Other Comprehensive Income(net)	--	--	--	--
Profit After Tax	(422.17)	(535.74)	(561.14)	(673.42)
Dividend	0%	0%	0%	0%
Transferred to Reserves	(422.17)	(535.74)	(561.14)	(673.42)
Shareholders'' Fund	(58334.77)	(57912.60)	(58623.14)	(58062.00)
Earnings Per Share (EPS) i) Basic ii) Diluted	(0.06) (0.06)	(0.07) (0.07)	(0.08) (0.08)	(0.09) (0.09)

The revenue from operations for the year ended 31st March 2023 stood at Rs. 108.39 Lacs (Rupees One hundred and Eight Lacs Approx.) as compared to Rs. 109.55 Lacs (Rupees One hundred and Nine Lacs Approx.) for the previous year ending 31st March 2022. The loss before tax for the year ended 31st March 2023 stood at Rs. 501.56 Lacs (Rupees Five Hundred and One Lacs Approx.) as compared to loss of Rs. 662.88 Lacs (Rupees Six Hundred and Sixty Two Lacs Approx.) for the year ending 31st March 2022. The Loss after Tax stood at Rs. 422.17 Lacs (Rupees Four Hundred and Twenty Two Lacs Approx.) for the year ending 31st March 2023 as compared to loss of Rs. 535.74 Lacs (Rupees Five Hundred and Thirty Five Lacs Approx.) for the previous year.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated February 16 2015 has issued Companies (Indian Accounting Standards) Rules 2015. Accordingly in compliance with the said Rules the Standalone and Consolidated Financial Statements of the company for the Financial Year 20222023 have been prepared as per Indian Accounting Standards.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Companies Act 2013 and as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI (LODR)"). A separate section on Corporate Governance under SEBI (LODR) along with a certificate from the auditors confirming the compliance is marked as Annexure and forms part of this Directors Report.

DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES

An amount of Rs. (422.17 Lacs) is proposes to transfer to General Reserve from the profits of the year under review.

DIVIDEND

Your company is under Corporate Insolvency Resolution Process and incurring losses. The Board of Directors (suspended during CIRP) does not recommend any dividend during the year under review.

SHARE CAPITAL

The Authorised Capital of the Company is Rs. 780000000 consisting of 760000000 Equity Shares of face value of Rs. 1.00 each and 2000000 Preference Shares of Face value of Rs. 10 each and the Paid up capital was increased to Rs. 736100000 consisting of 736100000 Equity shares of face value of Rs. 1.00 each.

MATERIAL CHANGES AND COMMITMENTSIF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURED AFTER THE BALANCE SHEET DATE AND AS AT THE DATE OF SIGNING THIS REPORT

There are no material changes and commitments affecting the financial position of the Company occurred after the Balance Sheet Date and as at the date of signing of this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans guarantees or investments covered under the provisions of Section 186 of the Companies Act 2013 during the financial year 2022-2023.

DEPOSITS

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

As on March 31 2023 the Composition of Board of Directors of the Company included total of 5 (Five) directors comprising of 3 (Three) Executive Directors 2 (Two) Non-Executive Independent Director.

Re-appointment

Mr. Satish Agrawal Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The detail of the Directors being eligible to be reappointed is set out in the in the explanatory statement to the notice of the ensuing Annual General Meeting.

Key Managerial Personals

The Key Managerial Personals (KMPs) of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) are as follows:

S.No.	Name of KMP''s	Designation
1.	Gulab Chand Agrawal	Chairman & Whole Time Director
2.	Ashok Agrawal	Whole Time Director
3.	Satish Agrawal	Whole Time Director
4.	Surendra Kumar Jain	Independent Director
5.	Shilpi Jain	Independent Director
6.	Anil Kumar Vishwakarma	Chief Financial Officer

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 and SEBI Listing Regulations.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company''s policy on programmes and measures to familiarize Independent Directors about the Company its business updates and development includes various measures viz. issue of appointment letters containing terms duties etc. management information reports presentation and other programmes as may be appropriate from time to time. The Policy and programme aims to provide insights into the Company to enable independent directors to understand the business functionaries business model and others matters. The said Policy and details in this respect is displayed on the Company''s website.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Since the powers of the Board of Directors have been suspended with effect from 29^th May 2020 pursuant to the orders dated 29^th May 2020 passed by Hon''ble National Company Law Tribunal (NCLT) Indore Bench Ahmedabad evaluation of Board has not taken place for the year 2022-23.

MEETINGS

The corporate insolvency resolution process (CIRP) of the Company has been in effect from 29^th May 2020 as per the Orders passed by Hon''ble National Company Law Tribunal Indore Bench Ahmadabad. Four coordination meetings was called by Resolution Professional (RP) on 31st May 2022, 13^th August 2022, 14th November 2022 and 13^th February 2023 which was attended by Executive Director and Independent Directors.

COMMITTEES OF THE BOARD

Since the powers of the Board of Directors have been suspended w.e.f. 29^th May 2020 pursuant to the orders dated 29th May 2020 passed by Hon''ble National Company Law Tribunal (NCLT) Indore Bench Ahmedabad the powers of the various committees have also been suspended with effect from the same date as per SEBI circular No. SEBI/LADNRO/GN/2018/21 dated 31^st May 2018 and hence no meetings have since been conducted.

Prior to the commencement of corporate insolvency resolution process the Board had Four Committees viz Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee and Corporate Social Responsibility Committee as mandated under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the role of Audit Committee Nomination and Remuneration Committee and stakeholders Relationship Committee along with their composition number of meetings held during the financial year and attendance at the meetings are provided in the Corporate Governance Report which forms an integral part of this Report.

POLICY ON REMUNERATION OF DIRECTORS KMPs SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy of SCL formulated in accordance with Section 134(3)(e) and Section 178(3) of the Companies Act 2013 read with Regulation 19 of SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy is outlined below:

? To identify the persons who are qualified to become director and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

? To formulate the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors key managerial personnel and other employees of SCL.

? To formulate the criteria for evaluation of Independent Director and the Board.

? To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board and to determining 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.

? To recommend to the Board on Remuneration payable to the Directors Key Managerial Personnel and Senior Management.

? To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort performance dedication and achievement relating to the Company''s operations.

? To retain motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

? To develop a succession plan for the Board and to regularly review the plan.

? To assist the Board in fulfilling responsibilities.

? To implement and monitor policies and processes regarding principles of corporate governance.

PARTICULARS OF REMUNERATION OF DIRECTORS AND KMP’S

A statement containing the details of the Remuneration of Directors and KMP''s as required under Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as ''Annexure'' which forms part of this Annual Report. However the Company has not paid any Managerial Remuneration for the financial year 2022-2023 to any of its Whole-Time Directors and Non-Executive Director.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

SCL has two wholly owned Subsidiary Companies:

> Sanwaria Singapore Private Limited (Singapore);

> Sanwaria Energy Limited

During the year there has been no business activity by Sanwaria Singapore Private Limited (Singapore) foreign subsidiary of the Company. The Board has reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act 2013 and in accordance with the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

Further in accordance to the Section 136 of the Companies Act 2013; the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection till the date of AGM during the business hours at the Registered Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same.

The statement containing the salient features relating to Subsidiary Company in the prescribed format in AOC-1 is appended as an annexure to this Report.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors states that Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India revised and notified on October 01 2017.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 is available on the website of the Company and shall be made available to the members on request.

ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS

Except for commencement of CIRP under the Code no material orders were passed by Regulators/ Courts / Tribunals during the period impacting the going concern status and Company''s operations in future.

DIRECTOR’S RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Companies Act 2013 directors (suspended during CIRP) to the | best of their knowledge and belief state that:

in the preparation of the annual accounts for the year ended March 31 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures;

i. they have in the selection of the accounting policies consulted the Statutory Auditors and have 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 as at 31st March 2023 and of its profits/ losses for the year ended on that date;

ii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iii. they have prepared the annual accounts for the year ended 31st March 2023 on a ''going concern'' basis; and

iv. they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

v. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MAINTAINENCE OF COST RECORDS

The Company is required to maintain Cost Records as specified by the Central Government under Section 148 (1) of the Companies Act 2013.

STATUTORY AUDITOR

M/s. Pramod K. Sharma & Co.; Chartered Accountants (Firm Registration No. 007857C 11-12 Sarnath Complex Opp. Board Office Shivaji Nagar Bhopal (M.P.) were appointed as the statutory auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 28^th Annual General Meeting held on December 26 2019 of the Company till the conclusion of 33^rd Annual General Meeting to be held in the year 2024.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The Comments on the qualifications in the Auditors'' Report on the financial statements of the Company for financial year 2022-23 are as provided in the "Statement on Impact of Audit Qualifications" which is annexed hereafter as Annexure and forms part of this report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed Rakhi Dasgupta & Associates, Practicing Company Secretaries having their office at 218, Paschim Daspara, Nischintapur Road, Sonarpur, Kolkata- 700150 to undertake the Secretarial Audit functions of the Company.

The Secretarial Audit Report submitted by Rakhi Dasgupta & Associates in the prescribed form MR- 3 is attached as an ''Annexure'' which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has designed and implemented a process driven framework for Internal Financial Controls [IFC] within the meaning of the explanation to Section 134(5] (e) of the Act. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company''s policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosure.

In terms of SEBI (Listings Obligations and Disclosure Requirements) (Third Amendments)Regulations 2018 dated 31st May 2018 the Resolution professional Mr. Gautam Mittal appointed pursuant to NCLT vide order dated 29th May 2020 against the Company and all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended

The Company management has been completely handed over to the Resolution Professional by the suspended Board of Directors, on the initiation of the CIRP, as per the requirements under the Code.

The Resolution Professional has a well-placed proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

In addition; the Companies Act 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board''s report.

To ensure effective Internal Financial Controls the Company has laid down the following measures:

• All operations are executed through Standard Operating Procedures in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

• The Company has a comprehensive risk management framework.

• The Company has in place a well-defined Vigil Mechanism (Whistle Blower Policy).

• Compliance of secretarial functions is ensured by way of secretarial audit.

• Compliance relating to cost records of the company is ensured by way of cost audit.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to Regulation 22 of SEBI Listing Regulations your Company has established a mechanism called ''Vigil Mechanism (Whistle Blower Policy)'' for directors and employees to report to the appropriate authorities of unethical behavior actual or suspected fraud or violation of the Company''s code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the directors and employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

RISK MANAGEMENT

The Company has an elaborate Risk Management procedure which is based on three pillars: Business Risk Assessment Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Pursuant to section 134 (3) (n) of the Companies Act 2013 and the Listing Agreement 2015 the Company has a Risk Management Committee to monitor the risks and their mitigating actions and the key risks are also discussed at the Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report. At present the company has not identified any element of risk which may threaten the existence of the company. Some of the risks identified by the Risk Management Committee relate to competitive intensity and cost volatility.

PERSONNEL

During the year under review no employees whether employed for the whole or part of the year was drawing remuneration exceeding the limits as laid down u/s Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Hence the details required under Section 197(12) are not required to be given.

CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders value legally ethically and sustainably. At SCL the goal of Corporate Governance is to ensure fairness of every stakeholder. We believe sound corporate governance is critical to enhancing and retaining investor trust. We always seek to ensure that our performance is driven by integrity.

The Company has adopted the policies in line with new governance requirements including the

? Policy on Related Party Transactions

? Policy on Preservation of Documents of SCL.

? Policy on Determining Material Subsidiaries

? Policy for Determination of Materiality.

? Remuneration Policy

? Corporate Social Responsibility Policy

? Whistle Blower Policy (Vigil Mechanism)

? Code of Fair Disclosure

? Code of Conduct to Regulate Monitor and Report Trading by Insiders.

? Code of Business Conduct and Ethics for the Board of Directors Senior Management Personnel and Other Employees.

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under

Listing Regulations. A Certificate of the CEO/CFO of the Company in terms of Listing Regulations inter alia confirming the correctness of the financial statements and cash flow statements adequacy of the internal control measures and reporting of matters to the Audit Committee is also annexed.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules 2014 is appended as an Annexure to this Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013 and Listing Regulations your Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party as per the last audited financial statements were entered during the year by the Company. All Related Party Transactions as entered by the Company during the Year is disclosed in Form AOC-2 as annexed along with this Report.

OPERATIONS PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY

A detailed review of operations and performance and future outlook of the Company is given separately under the head ''Management Discussion & Analysis'' pursuant to Regulation 34 read with Part B of Schedule V of SEBI Listing Regulations is annexed and forms part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013" the Company has constituted Internal Complaints Committee (ICC) to prevent prohibit and redress the cases of sexual harassment of any women at workplace. The Company has designated an external Independent member as a Chairperson of the Committee. The Company has not received any Complaints on Sexual Harassment during the year.

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

Pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 the details of activities in the nature of Energy Conservation Research and Development Technology Absorption and Foreign Exchange Earnings and Outgo is set out hereunder:

1. ENVIRONMENT SAFETY HEALTH AND ENERGY CONSERVATION

Conservation of Energy:

a. Steps taken or impact on conservation of energy : Your Company has not undertaken any manufacturing activity during the year 2022-23 hence the Company are not much energy intensive.

However, Company continues to implement prudent practices for saving electricity and other energy resources in day-today activities.

b. Steps taken by the Company for utilizing alternate sources of energy Though the activities undertaken by the Company are not much energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment Nil.

2. RESEARCH AND DEVELOPMENT:

Your Company has not undertaken any manufacturing activity during the year 2022-23 hence the R&D Expenditure is - Not Applicable

3. TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION

a. The efforts made towards technology absorption the technology required for the business has been absorbed as and when required.

b. The benefits derived like product improvement, cost reduction, product development or import substitution Not Applicable.

4. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has continued to maintain focus and avail of export opportunities based on economics considerations.

(In US $)
Contents	For the year ended March	For the year ended March
	31 2023	31 2022
Foreign Exchange earned	Nil	Nil
Foreign Exchange used	Nil	Nil
Net Foreign Exchange Earned	Nil	Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act 2013 and the relevant rules the Company is having in place the Corporate Social Responsibility (CSR) Committee under the chairmanship of Mr. Satish Agrawal Chairman. The other members of the Committee are Mr. Ashok Kumar Agrawal and Mr. Surendra Kumar Jain. The Company has not spent on CSR activity for the financial year 2022-2023 due to loss.

During the year the Company was not required to spend any amount on CSR activities as the company have Negative profits calculated in terms of the provisions of Section 135 read with Section 198 of the Act. The Annual report on CSR activities as required under the Companies Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexure to this Management Report.

DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

The Company is undergoing the CIRP which has been initiated vide an order dated 29^th May, 2020 ("Order") of the Hon''ble National Company Law Tribunal, Indore Bench, Ahmedabad in terms of the provisions of the Insolvency and Bankruptcy Code, Code. Pursuant to the Order, Mr. Rajeev Goel appointed as the Insolvency Resolution Professional (the IRP or interim Resolution Professional). Further the committee of creditors (CoC) of the Corporate Debtor pursuant to the meeting held on July 28 2020 and in terms of Section 22 (2) of the Code resolved with 100% voting share to replace the existing Interim Resolution Professional with Mr. Gautam Mittal as the resolution professional (RP) for the Corporate Debtor. Accordingly the NCLT has in its hearing dated 4^th September 2020 through video conferencing pronounced the approval for the appointment of Mr. Gautam Mittal as the RP ("Resolution Professional") of the Corporate Debtor.

The RP has instituted the Transaction Audit for a period of 5 years, on approval by the Committee of Creditors. The Transaction Audit Report has reported certain findings of Preferential, Undervalued & Fraudulent Transactions u/s. 43 & 49 of the Code, undertaken by the erstwhile management of the Corporate Debtor. Accordingly, the Resolution Professional, with approval of Committee of Creditors, has filed petition with Honble NCLT, Indore Bench against the suspended management of the Company under section 43 & 49 of IBC.

Sr.No.	Particulars of Applicant	Type of Creditor	Case No. and Forum before which the matter is pending	Status at the end of the Financial year
1	Kishor Ramniklal Unadkat Sole Proprietor of Shakti Clearing Agency	Operational Creditors	(MP) CP(IB) 7 of 2019 NCLT, Indore	Pending
2	Resolution Professional	For Liquidation	IA/90(MP)2021 NCLT, Indore	Pending
3	Resolution Professional	For Transaction Audit	IA/99(MP)2021 NCLT, Indore	Pending
4	Rajeev Goel- IRP	For Reimbursement of Expenses	IA/73(MP)2021 NCLT, Indore	Pending
5	Resolution Professional	Undervalue Transaction	IA/2 (MP)2021 NCLT, Indore	Pending
6	Resolution Applicant	Re-Consideration of Resolution Plan	IA/183 (MP)2023 NCLT, Indore	Pending
7	Resolution Applicant	Reg. Form H -Liquidation Value	IA/212 (MP)2023 NCLT, Indore	Pending
8	Resolution Applicant	Reg. Status of MSME of Company	IA/233 (MP)2023 NCLT, Indore	Pending
9	Resolution Professional	Non-Corporation	IA/6 (MP)2021 NCLT, Indore	Disposed
10	EPFO	Permission of Opening of Enquiry u/s 7A	IA/146 (MP)2020 NCLT, Indore	Disposed
11	Resolution Professional	Release of Payment-MPWLC	IA/15 (MP)2021 NCLT, Indore	Disposed
12	Resolution Professional	Release of Payment-MP MARKFED	IA/20 (MP)2021 NCLT, Indore	Disposed

13	Resolution Applicant	Re-Consideration of Resolution Plan	IA/123 (MP)2021 NCLT, Indore	Disposed
14	Resolution Applicant	Re-Consideration of Resolution Plan	IA/133 (MP)2021 NCLT, Indore	Disposed
15	Resolution Applicant	Re-Consideration of Resolution Plan	IA/192 (MP)2021 NCLT, Indore	Disposed
16	Resolution Professional	Release of Payment-MP MARKFED	CA (AT) (Ins) 218 /2021 NCLAT New Delhi	Disposed
17	Resolution Professional	Release of Payment-MPWLC	CA (AT) (Ins) 219 /2021 NCLAT New Delhi	Disposed
18	Resolution Applicant	Re-Consideration of Resolution Plan	CA (AT) (Ins) 480 /2022 NCLAT New Delhi	Disposed
19	Resolution Applicant	Re-Consideration of Resolution Plan	Dairy No. 31131/22 Supreme Court of India New Delhi	Disposed
20	Resolution Professional	Release of Payment-MPWLC	Civil suit before District Court Bhopal	Pending

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, no such valuation was done at the time of one time settlement and while taking loan from Financial Institutions.

APPRECIATION

The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers financial institutions and Government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. The Board also takes this opportunity to express its deep gratitude for the continued cooperation and support received from its valued shareholders.

These documents signed by Resolution Professional on behalf of Company pursuant to the admission of application for CIRP against the company, the Hon''ble NCLT, Indore bench vide its said order dated 29/05/2020 has appointed the Mr. Rajeev Goel, as the Interim Resolution Professional ("IRP") of the Company, Further, this is to inform you that Mr. Gautam Mittal, was appointed as the resolution Professional in second COC meeting and his appointment was confirmed vide order dated 04.09.2020for conducting the CIRP and to exercise all powers and duties in pursuant to the provisions of the IBC.

---

Mar 31, 2018

To, The Members, Sanwaria Consumer Limited (Formerly known as Sanwaria Agro Oils Limited)

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''SCL''), along with the audited financial statements, for the financial year ended March 31, 2018.

RESULTS OF OUR OPERATIONS

The Company''s financial performance for the year under review has been encouraging. Key aspects of Standalone Financial Performance of SCL for the current financial year 2017-18 along with the previous financial year 2016-17 are tabulated below

Rs in Lakhs

Particulars	For the year ended March 31, 2018	For the year ended March 31, 2017
Total Income	5,06,657.78	3,52,618.69
Profit Before Depreciation, Interest and Tax	12,452.94	12,433.55
Less: Depreciation & Amortization expenses	802.76	727.26
Less: Finance cost	7,439.67	6,690.54
Profit before Taxation and Exceptional Items	11,650.17	4977.77
Less: Extraordinary and Exceptional Item	-	-
Profit before Taxation	11,650.17	4977.77
Less: Provision for Tax for Current Year	3,361.04	663.83
Less: Provision for deferred Tax	(100.97)	(45.44)
Profit for the period	8,390.1	4,359.38
Other Comprehensive Income	261.50	37.98
Profit After Tax	8,651.60	4397.36
Dividend	0%	15%
Transferred to Reserves	52,052.04	37,745.39
Shareholders'' Fund	59,413.04	41,425.89
Earnings Per Share (EPS)(1) & (2)
i) Basic	1.15	1.23
ii) Diluted	1.14	1.23

Notes:1) Equity shares are at par value of Rs. 1.00 per share.

2) Earnings per share has been reduced as the Company has issued Bonus Shares in the ratio of 1:1 on 05^th July 2017

FINANCIAL REVIEW

During the year under review, there has been substantial improvement in the overall performance of the Company.

- The total income of the SCL increased to Rs. 5,06,657.78 Lakhs from Rs. 3,52,580.71 Lakhs in the previous year, at a growth rate of 43.91 %

- PAT of the SCL was Rs. 8,651.61 Lakhs against Rs. 4,397.36 Lakhs in the previous year which increased substantially at the growth rate of 96.75%

- Net Worth of the Company increased by 43.42% to Rs. 59,413.04 Lakhs as against Rs. 41,425.89 Lakhs in the PY 2016-17.

- Market Capitalization increase by 391.6 % to Rs. 1449.38 Crores as against Rs.294.77 Crores in the PY.

- Earnings per Share of the Company increased to Rs. 1.15 per shares as against Rs. 0.59 in the previous year, at the growth rate of Rs. 94.9%

Increase in overall performance of the SCL can be attributed to increase in sales, economy of scale and aggressive in marketing strategy. During the year, the Company launched pulses, spices, poha and sugar under the brand name of "Sanwaria" and expanded the product portfolio to 25 products taking a step ahead to the FMCG Sector and establishing the brand name among other competitors. Besides India, we are constantly working on strengthening our brands in the overseas market.

PERFORMANCE OF BUSINESSES

Your Company delivered yet another year of resilient performance, aided by healthy marketing and trade investments, exciting innovations, stepped up market development and sharper in-market execution. Your Company continued to leverage and benefit from the inputs received across various aspects of the business, including technology, innovation, services and marketing mix that enabled your Company to launch several new offerings to serve the needs of consumers. The year began with a sharp upturn in the commodity cycle with crude and vegetable oil prices rising significantly whilst the market continued to remain volatile. Your Company had proactively passed on the benefits of lower commodity costs to the consumers when the commodity prices were deflationary last year. During the year, your Company had to take calibrated price increases as commodity prices increased sharply. To fuel growth, your Company continued to deploy effective cost saving programmes. These savings not only aid in deploying investments to build brands and capa- bilities but also help the Company in delivering its profit objective. During the year, an extensive review of the business under the ''Zero Based Budgeting'' project was conducted and your Company has crafted some well-considered plans to further drive operating efficiencies in the coming years.

DIVIDEND

The Board of Directors had decided to deploy the funds in the growth, expansion and reducing the debt burden of the Company which will continue to shape a better and secure future for its stakeholders, investors and shareholders of the Company. As such, the amount retained will be utilised for securing the long-term growth objectives of the business. With this in mind, the Company shall strive to declare a steady stream of dividends to the shareholders that is in their best long-term interest.

RESERVES

The Board has recommended transferring of Rs. 78,76,75,416/- to Surplus in statement of Profit & Loss. SHARE CAPITAL

The Authorised Capital of the Company is Rs. 78,00,00,000 consisting of 76,00,00,000 Equity Shares of face value of Rs. 1.00 each and 20,00,000 Preference Shares of Face value of Rs. 10 each and the Paid up capital was increased to Rs. 73,61,00,000 consisting of 73,61,00,000 Equity shares of face value of Rs. 1.00 each.

During the Financial Year under review, the Company in its Board Meeting held on May 22, 2017 recommended the bonus issue in the ratio of 1:1 (One Bonus Share for every one Equity Shares held) and the Company''s Authorised capital was increased to Rs. 78,00,00,000 consisting of 76,00,00,000 Equity Shares of face value of Rs. 1.00 each and 20,00,000 Preference Shares of Face value of Rs. 10 each and the Paid up capital was increased to Rs. 73,61,00,000 consisting of 73,61,00,000 Equity shares of face value of Rs. 1.00 each.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relates and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company has widened up the scope of its business from the Commodity based to FMCG Sector due to change in the revenue mix of the Company. Erstwhile, the Company was engaged in the production and selling of Soya Meal, Refined Oil and Crude Oil. Now the SCL revenue from operations include basmati rice, pulses, poha, sugar, soya chunks, wheat flour and other food grains products including soya meal and edible oil.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2017-18.

DEPOSITS

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

QUALITY & BRANDING

The "SANWARIA" brand is a key intangible asset of the Company. In addition the Company owns other brand names including "SULABH", "SANWARIA SETH" and "NARMADA". While sustaining existing brand names; SCL has added "NASHIRA" as its new brand name for basmati rice to reach put the customers in the gulf countries and mark the presence in the international market. The existing and future brands of SCL can be leveraged to enter new markets or to resist economic downturn successfully.

SCL thrusts upon the quality of products. The Company is ISO 9001 14001, 22000, Halal Certified, " Good Manufacturing Practice" (GMP) as per the norms laid down by WHO and has been certified by U.K. Certification and Inspection Limited, and Government Recognized Trading House by DGFT & now the company is aiming at the Star Trading House status.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

As on March 31, 2018, the Composition of Board of Directors of the Company included total of 11 (Eleven) directors comprising of 5 (Five) Non-Executive Independent Directors, 3 (Three) Non-Executive Non Independent Directors and 3 (Three) Executive Directors including the Chairman.

Re-appointment

Mr. Abhishek Agrawal, Non-Executive Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The detail of the Directors being eligible to be reappointed is set out in the in the explanatory statement to the notice of the ensuing Annual General Meeting.

Key Managerial Personnels

The Key Managerial Personnels (KMPs) of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Man agerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) are as follows:

S. No.	Name of KMP''s	Designation
1.	Gulab Chand Agrawal	Chairman & Whole Time Director
2.	Ashok Agrawal	Whole Time Director
3.	Satish Agrawal	Whole Time Director
4.	Anil Kumar Vishwakarma	Chief Financial Officer
5.	#Komal Madhyani	Company Secretary

#Appointed as Company Secretary on July 16, 2018.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with SEBI Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

As the ultimate responsibility for sound governance and prudential management of a company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance.

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The Companies Act, 2013 not only mandates board and directors evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, SEBI Listing Regulations has also contained the provisions regarding requirement of performance evaluation of independent directors by the entire board of directors.

The Independent Directors of the Company met separately without the presence of Non-Independent Directors and the members of management and reviewed, inter-alia, the performance of Non Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

In compliance with the provisions of SEBI Listing Regulations, the Board of Directors has also carried out evaluation of every independent director''s performance during the year. Board members had submitted to Nomination and Remuneration Committee, their response on a scale from 5 (Excellent) to 1 (Performance Needs Improvement) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, Twenty Six Board Meetings and Four Audit Committee Meetings were convened and held; the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

As on March 31, 2018; the Board has five committees:

- Audit Committee

- Nomination & Remuneration Committee

- Risk Management Committee

- Stakeholders relationship Committee

- Corporate Social Responsibility Committee

The details of all the Committees of the Board along with their charters, composition and meetings held du ring the year, are provided in the Corporate Governance Report which forms part of this Annual Report.

POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy of SCL formulated in accordance with Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy is outlined below:

- To identify the persons who are qualified to become director and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

- To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees of SCL.

- To formulate the criteria for evaluation of Independent Director and the Board.

- To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board and to determining 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.

- To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

- To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company''s operations.

- To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

- To develop a succession plan for the Board and to regularly review the plan.

- To assist the Board in fulfilling responsibilities.

- To implement and monitor policies and processes regarding principles of corporate governance. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMP’S

A statement containing the details of the Remuneration of Directors and KMP''s as required under Section

197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is attached as ''Annexure 2'' which forms part of this Annual Report. However, the Company has not paid any Managerial Remuneration for the financial year 2017-18 to any of its Whole-Time Directors and Non-Executive Director.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

SCL has two wholly owned Subsidiary Companies:

- Sanwaria Singapore Private Limited (Singapore);

- Sanwaria Energy Limited

During the year, there has been no business activity by Sanwaria Singapore Private Limited (Singapore), foreign subsidiary of the Company. The Board has reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013 and in accordance with the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

Further, in accordance to the Section 136 of the Companies Act, 2013; the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection till the date of AGM during the business hours at the Registered Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same.

The statement containing the salient features relating to Subsidiary Company in the prescribed format in AOC-1 is appended as an annexure to this Report.

STATUTORY AUDITOR

M/s Khandelwal Kakani & Co.; Chartered Accountants (Firm Registration No.001311C) having their office at 8, Johri Palace, 1^st Floor, 51 M.G. Road, Indore (M.P.) were appointed as the statutory auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 26^th Annual General Meeting of the Company held on September 29, 2017 till the conclusion of 31^st Annual General Meeting to be held in the year 2022.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Report given by the Auditors on the financial statements of the Company is part of the

Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

COST AUDITOR

As per the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Company is required to have the audit of its cost records conducted by a Cost Accountant in Practice. In this connection, the Audit Committee of SCL has recommended to the Board of Directors and the Board of Directors has approved the appointment of M/s MP Turakhia & Associates, Cost Accountants (Firm Registration no. 00417) having their office at 404, Shalimar Corporate Centre, South Tukoganj, Indore, M.P., as Cost Auditors, of the Company to conduct the Cost Audit Functions for the financial year 2018-19. As required under the provisions of Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s P.K. Rai & Associates, Practicing Company Secretaries, having their office atF-5/159, Smriti Complex, Zone II, M.P. Nagar, Bhopal M.P. to undertake the Secretarial Audit functions of the Company.

The Secretarial Audit Report submitted by M/s P.K. Rai & Associates in the prescribed form MR- 3 is attached as an ''Annexure'' which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly.

Your Company has appointed M/s. M/s Agrawal and Dhoot as the Internal Auditors of the Company to focus on review of business processes and suggest improvements as applicable. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Team to the Audit Committee of the Board.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

In addition; the Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board''s report.

To ensure effective Internal Financial Controls the Company has laid down the following measures:

- All operations are executed through Standard Operating Procedures in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

- The Company has a comprehensive risk management framework.

- The Company has in place a well-defined Vigil Mechanism (Whistle Blower Policy).

- Compliance of secretarial functions is ensured by way of secretarial audit.

- Compliance relating to cost records of the company is ensured by way of cost audit.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to Regulation 22 of SEBI Listing Regulations, your Company has established a mechanism called ''Vigil Mechanism (Whistle Blower Policy)'' for directors and employees to report to the appropriate authorities of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the directors and employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

RISK MANAGEMENT

The Company has an elaborate Risk Management procedure, which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Pursuant to section 134 (3) (n) of the Companies Act, 2013 and the Listing Agreement, 2015, the Company has a Risk Management Committee to monitor the risks and their mitigating actions and the key risks are also discussed at the Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report. At present the company has not identified any element of risk which may threaten the existence of the company. Some of the risks identified by the Risk Management Committee relate to competitive intensity and cost volatility.

SIGNIFICANT AND MATERIAL ORDER

During the Financial Year 2017-18, there had been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. Companies having a net worth of Rs. 500 Crores or more (as per the standalone financial statements as on 31st March, 2014) are required to comply with Ind AS (Accounting standards converged with the International Financial Reporting Standards - IFRS) in the preparation of their financial statements for accounting periods beginning on or after 1st April, 2016, with the comparatives for the periods ending 31st March, 2015, or thereafter. In pursuance of the above notification, the Company, its subsidiaries and joint venture has adopted Ind AS with effect from 1st April, 2017. The impact of the change on adoption of Ind AS on Company''s reported reserves and surplus and on the net profit for the relevant periods shall be accordingly assessed.

Previous year figures are re-grouped or re-arrange wherever necessary after the adoption of Ind AS with effect from 1st April, 2017.

RATINGS

The Company received various ratings, which are as follows:

- SMERA Credit Ratings: In October 2017, "SMERA" has assigned BBB (pronounced as BBB plus) rating for Term Loan Facilities & Fund Based facilities and A2 (pronounced as A Two) for Non Fund Based Facilities

PERSONNEL

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence the details required under Section 197(12) are not required to be given.

CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. At SCL, the goal of Corporate Governance is to ensure fairness of every stakeholder. We believe sound corporate governance is critical to enhancing and retaining investor trust. We always seek to ensure that our performance is driven by integrity.

The Company has adopted the policies in line with new governance requirements including the

- Policy on Related Party Transactions

- Policy on Preservation of Documents of SCL.

- Policy on Determining Material Subsidiaries

- Policy for Determination of Materiality.

- Remuneration Policy

- Corporate Social Responsibility Policy

- Whistle Blower Policy (Vigil Mechanism)

- Code of Fair Disclosure

- Code of Conduct to Regulate, Monitor and Report Trading by Insiders.

- Code of Business Conduct and Ethics for the Board of Directors, Senior Management Personnel and Other Employees.

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO/CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length. All Related Party Transactions are subjected to independent review to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Listing Regulations.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by the Company. All Related Party Transactions as entered by the Company during the Year is disclosed in Form AOC-2 as annexed along with this Report.

OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY

A detailed review of operations and performance and future outlook of the Company is given separately under the head ''Management Discussion & Analysis'' pursuant to Regulation 34 read with Part B of Schedule V of SEBI Listing Regulations, is annexed and forms part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" , the Company has constituted Internal Complaints Committee (ICC) to prevent, prohibit and redress the cases of sexual harassment of any women at workplace. The Company has designated an external Independent member as a Chairperson of the Committee. The Company has not received any Complaints on Sexual Harassment during the year.

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

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of activities in the nature of Energy Conservation, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is set out hereunder:

1. ENVIRONMENT, SAFETY, HEALTH AND ENERGY CONSERVATION

Your Company is committed to continuously reduce energy consumption at its various units. The Company works on the principal of "Zero Injury" and integrates Safety as a non-negotiable value through a combination of training and hardware up-gradation leveraging, core technology concepts and safety standards. This has led the Company targeting change in behavior patterns and elimination of unsafe acts from the workplace. Besides sustaining previous year initiatives, new measures were implemented during the year. Your Company has been striving to ensure environment friendly initiatives when implementing various projects on energy saving at its units. List of initiatives taken in this regard are as under:

- Synchronization of air compressor for optimum use of this resource

- Installation of temperature transmitter on the condenser''s inlet water temperature for optimum running of cooling tower fan.

- Reuse of Treated effluent

- By the recirculation of Boiler Bank''s and APH ash into the furnace which reduces the problem of un-burnt fuel and increasing the boiler efficiency.

- Use of energy efficient CFL and LED lamps in all plants.

- Recycling the Vacuum Pump cooling water.

- Usage of Natural Gas replacing Light Diesel Oil in Boiler

- Online monitoring of Boiler Efficiency.

- Re-circulation of cooling tower water.

- Installation of higher efficiency DG sets for uninterrupted power supply.

- The Company has installed variable frequency drive. The Company has made efforts to conserve and optimize the use of energy.

- Utilization of UPS and high voltage control stabilizers.

- Use of high efficiency motors, variable frequency drives and screw compressors instead of reciprocating compressors; roof mounted self driven ventilators and maximized use of natural illumination.

Benefits of above measures:

- Cost reduction due to decline in overall energy consumption.

- Improved productivity by 2%, through online monitoring of Boiler Efficiency.

- Sustained un-interrupted power supply facilitated in achieving production lean time.

- Curtailed wastage at each production stage.

- Enhanced operating margin through cost reduction.

- Overall contributed towards environment and restrained wastage of water and food commodity used as raw material in production.

- Company has been able to achieve the least possible consumption of energy in comparison to the industry average.

Contents	Company''s Consumption
Electricity Consumption
- Soya Unit	51.49
- Rice Unit	69.93
Coal Consumption
- Soya Unit	115.11
Rice Husk Consumption
- Rice Unit	177.83

The required data with regard to conservation of energy is furnished below: Power and Fuel Consumption

2. RESEARCH AND DEVELOPMENT:

Your Company continues to pursue innovation and applied research as means to sustain its global leadership in a competitive environment. Following are the areas in which the R&D is being carried out by the Company in the Financial Year 2017-18:

i) Development, testing and specification setting of packaging materials.

ii) Formulation and evaluation of Agricultural inputs to enhance farm productivity, crop quality and for other such applications.

Benefits Derived as a result of above:

- Quality evaluation of finished products and raw materials

- Entering new market segments.

- Increased Productivity

- strategic resource management

- Product improvement

- Improved Quality

- Cost reduction

- Reduced Steam Consumption

- Safe Working Condition

- Healthy environment

- Manufacturing and Packaging Quality Enhanced Future plan of action

Your Company''s creative & innovation team will continue to work on energy efficient process like

- Reducing packaging weight / volume.

- Roll out of new range of differentiated products of international quality.

- Improvement of process and resource use efficiencies.

- Enlarge the scope of Agri-inputs options.

3. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

Technologies were successfully absorbed, resulting in a high production and new product development to meet existing and new customer requirements. Technology innovations were successfully implemented to increase production and reduce the consumption of raw material, energy and utilities

The Company has well-co-ordinated the management programme that includes setting out governing guidelines pertaining to identifying areas of research, agreeing timelines, resource requirements etc.; scientific re search based on hypothesis, testing and experimentation which leads to new / improved / alternative technologies; support the development to launch ready product formulation based on research and implementation of the launch ready product formulations in specific markets. Your Company is committed to ensure that the support in terms of new products, innovations, technologies and services is commensurate with the needs of Company and enables it to win in the marketplace.

4. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has continued to maintain focus and avail of export opportunities based on economics considerations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

SCL believes sustained growth of business lies on triple bottom line that is growth of people around our operation, protection of environment where we operate and profit from our business. We understand wellbeing of the community around our business helps in growth of business and hence we value people around our operational locations and promote inclusive growth.

Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Company is having in place the Corporate Social Responsibility (CSR) Committee under the chairmanship of Mr. Hari Krishan Agrawal, Chairman. The other members of the Committee are Mr. Hans Kumar Verma and Mr. Santosh Kumar Tiwari. The Company has not spend on CSR activity for the financial year 2017-18. The Company is exploring the probable areas so that the benefits of such an initiative can reach directly to the downtrodden and deprived people.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies, 2013, shall state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 and loss of the company for that period;

(c) 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

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

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

APPRECIATION

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, financial institutions, and Government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thanks the customers, clients, vendors and other business associates for their continued support in the Company''s growth. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of Directors

Sd/-

September 05, 2018

Bhopal Gulab Chand Agrawal

Chairman

DIN:00256621

---

Mar 31, 2017

To,

The Members,

Sanwaria Consumer Limited

(Formerly known as Sanwaria Agro Oils Limited)

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''SCL''), along with the audited financial statements, for the financial year ended March 31, 2017.

RESULTS OF OUR OPERATIONS

Your Company''s financial performance for the year under review has been encouraging. Key aspects of Standalone Financial Performance of SCL for the current financial year 2016-17 along with the previous financial year 2015-16 are tabulated below:

Rs in Lakhs

Particulars	For the year ended March 31, 2017	For the year ended March 31, 2016
Total Income	3,52,618.69	2,70,721.23
Profit Before Depreciation, Interest and Tax	12,433.55	11,885.92
Less: Depreciation & Amortization expenses	727.26	793.11
Less: Finance cost	6,690.54	7,100.56
Profit before Taxation and Exceptional Items	5,015.75	3,992.25
Less: Extraordinary and Exceptional Item	-	1,841.63
Profit before Taxation	5,015.75	2,150.62
Less: Provision for Tax for Current Year	663.83	458.98
Less: Provision for deferred Tax	(45.44)	123.79
Profit after Taxation	4,397.36	1,567.85
Effective Dividend for FY16-17(2)	15%	_
Transferred to Reserves	37,523.90	28,548.03
Shareholders'' Fund	41,204.40	37,028.53
Earnings Per Share (EPS)(1)
i) Basic	1.23	0.45
ii) Diluted	1.23	0.45

Notes 1) Equity shares are at par value of Rs. 1.00 per share. 2) Interim Dividend declared at the rate of 5% and Final divided recommended at the rate of 5% post bonus issue in the ratio of 1:1 Thereby effective dividend rate for FY17 is 15%. .

FINANCIAL REVIEW

During the year under review, there has been substantial improvement in the overall performance of the Company.

♦♦♦ The total income of the SCL increased to Rs. 3,52,618.69 Lakhs from Rs. 2,70,721.23 Lakhs in the previous year, at a growth rate of 30.25 %.

♦♦♦ The Profit before Tax in the FY 2016-17 increased to Rs. 5015.75 Lakhs from Rs. 2150.62 Lakhs in the FY 2015

16 showcasing the growth rate of 133.23%.

♦♦♦ PAT of the SCL was Rs. 4,397.36 Lakhs against Rs. 1,567.85 Lakhs in the previous year which increased substantially at the growth rate of 180.47%.

♦♦♦ Net Worth of the Company increased by 12.33% to Rs. 37,465.23 Lakhs as against Rs. 33,351.68 Lakhs in the PY 2015-16.

♦♦♦ Market Capitalization increase by 38.74% to Rs. 295.54 crores as against Rs.213.01 crores in the PY.

♦♦♦ Earnings per Share of the Company increased to Rs. 1.23 per shares as against Rs. 0.45 in the previous year, at the growth rate of Rs. 173.33%

♦♦♦ Effective Dividend declared/paid by the Company on the Profits earned in FY 2016-17 is 15%.

(Interim Dividend declared at the rate of 5% and Final divided recommended at the rate of 5% post bonus issue in the ratio of 1:1 Thereby effective dividend rate for FY17 is 15%.)

Increase in overall performance of the SCL can be attributed to increase in sales, economy of scale and aggressive in marketing strategy. During the year, the Company launched pulses, spices, poha and sugar under the brand name of “Sanwaria" and expanded the product portfolio to 25 products taking a step ahead to the FMCG Sector and establishing the brand name among other competitors. Besides India, we are constantly working on strengthening our brands in the overseas market.

PERFORMANCE OF BUSINESSES

Your Company delivered yet another year of resilient performance, aided by healthy marketing and trade investments, exciting innovations, stepped up market development and sharper in-market execution. Your Company continued to leverage and benefit from the inputs received across various aspects of the business, including technology, innovation, services and marketing mix that enabled your Company to launch several new offerings to serve the needs of consumers. The year began with a sharp upturn in the commodity cycle with crude and vegetable oil prices rising significantly whilst the market continued to remain volatile. Your Company had proactively passed on the benefits of lower commodity costs to the consumers when the commodity prices were deflationary last year. During the year, your Company had to take calibrated price increases as commodity prices increased sharply. To fuel growth, your Company continued to deploy effective cost saving programmes. These savings not only aid in deploying investments to build brands and capabilities but also help the Company in delivering its profit objective. During the year, an extensive review of the business under the ''Zero Based Budgeting'' project was conducted and your Company has crafted some well-considered plans to further drive operating efficiencies in the coming years.

DIVIDEND

Based on Company''s performance in the current year; the Board of Directors of the Company, at their meeting held on May 22, 2017 declared an interim dividend at the rate of 5 percent of Rs.0.05 per Equity Shares of Rs. 1.00 each. Further, in the Board Meeting held on August 18, 2107; yours directors have recommended the final dividend on the Equity shares of the company for the financial year 2016-17 at the rate of 5% of Rs. 0.05 per Equity Shares of Rs. 1.00 each post bonus issue in the ratio of 1:1. The proposal is subject to the approval of the shareholders'' at the ensuing Annual General Meeting (AGM) to be held on September 29, 2017. The total effective dividend (interim and final dividend) declared by the Company for the FY 2016-17 post bonus issue accounts to 15% of Rs. 552.08 Lakhs (excluding dividend tax).

RESERVES

The Board has recommended transferring of Rs. 2,00,00,000 to the General Reserves and Rs. 39,13,54,819 to Surplus in statement of Profit & Loss. During the year, 2,00,00,000 equity shares of the face value of Rs. 1.00 were issued to the promoter and promoter group on preferential basis at the premium of Rs. 24.00 and Rs. 48.00.00.000 has been added to the security premium account.

SHARE CAPITAL

As on March 31, 2017; the Authorized Capital of the Company was Rs. 40,00,00,000.00 consisting of 38,00,00,000 Equity Shares of face value of Rs. 1.00 each and 20,00,000 Preference Shares of Face value of Rs. 10 each.

In accordance with Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the Company has issued 2,00,00,000 equity shares of face value of Rs. 1.00 at the premium of Rs. 24.00 on preferential basis to promoter and promoter group. Thereby the paid up capital of the Company was increased from Rs.34,80,50,000 to Rs. 36,80,50,000 consisting of 36,80,50,000 Equity Shares of face value of Rs. 1.00 each.

Post March 31, 2017; the Company in its Board Meeting held on May 22, 2017 recommended the bonus issue in the ratio of 1:1 (One Bonus Share for every one Equity Shares held) and the Company''s Authorized capital was increased to Rs. 78,00,00,000 consisting of 76,00,00,000 Equity Shares of face value value of Rs. 1.00 each and 20.00.000 Preference Shares of Face value of Rs. 10 each and the Paid up capital was increased to Rs. 73.61.00.000 consisting of 73,61,00,000 Equity shares of face value of Rs. 1.00 each.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relates and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company has widened up the scope of its business from the Commodity based to FMCG Sector due to change in the revenue mix of the Company. Erstwhile the Company was engaged in the production and selling of Soya Meal, Refined Oil and Crude Oil. Now the SCL revenue from operations include basmati rice, pulses, poha, sugar, soya chunks, wheat flour and other food grains products including soya meal and edible oil.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2016-17.

DEPOSITS

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

QUALITY & BRANDING

The “SANWARIA" brand is a key intangible asset of the Company. In addition; the Company owns other brand names including "SULABH", "SANWARIA SETH" and “NARMADA". While sustaining existing brand names; SCL has added "NASHIRA" as its new brand namef for basmati rice to reach put the customers in the gulf countries and mark the presence in the international market. The existing and future brands of SCL can be leveraged to enter new markets or to resist economic downturn successfully.

SCL thrusts upon the quality of products. The Company is ISO 14001, 22000, Halal Certified, “ Good Manufacturing Practice" (GMP) as per the norms laid down by WHO and has been c ertified by U.K. Certification and Inspection Limited, and Government Recognized Trading House by DGFT & now the company is aiming at the Star Trading House status.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

As on March 31, 2017, the Composition of Board of Directors of the Company included total of 11 directors comprising of 5 (Five) Non-Executive Independent Directors, 3 (Three) Non-Executive Non Independent Directors and 3 (Three) Executive Directors including the Chairman.

Re-appointment

Mr. Rajul Agrawal, Non-Executive Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The detail of the Directors being eligible to be reappointed is set out in the in the explanatory statement to the notice of the ensuing Annual General Meeting.

Key Managerial Personnel

The Key Managerial Personal (KMPs) of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) are as follows:

S. No.	Name of KMP''s	Designation
1.	Gulab Chand Agrawal	Chairman & Whole Time Director
2.	Ashok Agrawal	Whole Time Director
3.	Satish Agrawal	Whole Time Director
4.	#Anil Kumar Vishwakarma	Chief Financial Officer
5.	Pooja Poddar	Company Secretary

#Appointed as Chief Financial Officer on May 03, 2017.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with SEBI Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

As the ultimate responsibility for sound governance and prudential management of a company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an evaluation taken by the Board of its own performance.

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The Companies Act, 2013 not only mandates board and directors evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, SEBI Listing Regulations has also contained the provisions regarding requirement of performance evaluation of independent directors by the entire board of directors.

The Independent Directors of the Company met separately without the presence of Non-Independent Directors and the members of management and reviewed, inter-alia, the performance of Non Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

In compliance with the provisions of SEBI Listing Regulations, the Board of Directors has also carried out evaluation of every independent director''s performance during the year. Board members had submitted to Nomination and Remuneration Committee, their response on a scale from 5 (Excellent) to 1 (Performance Needs Improvement) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year twenty Board Meetings and four Audit Committee Meetings were convened and held; the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

As on March 31, 2017; the Board had five committees:

♦♦♦ Audit Committee

♦♦♦ Nomination & Remuneration Committee ♦♦♦ Risk Management Committee ♦♦♦ Stakeholders relationship Committee ♦♦♦ Corporate Social Responsibility Committee

The details of all the Committees of the Board along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report which forms part of this Annual Report.

POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

The remuneration paid to the Directors; if any; is in accordance with the Nomination and Remuneration Policy of SCL formulated in accordance with Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy has been outlined below:

♦♦♦ To identify the persons who are qualified to become director and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

♦♦♦ To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees of SCL.

♦♦♦ To formulate the criteria for evaluation of Independent Director and the Board.

♦♦♦ To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board and to determining 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.

♦♦♦ To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

♦♦♦ To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company''s operations.

♦♦♦ To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

♦♦♦ To develop a succession plan for the Board and to regularly review the plan.

♦♦♦ To assist the Board in fulfilling responsibilities.

♦♦♦ To implement and monitor policies and processes regarding principles of corporate governance. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMP’S

During the year; the Company has not paid any Managerial Remuneration for the financial year 2016-17 to any of its Whole-Time Directors and Non-Executive/ Independent Director.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

SCL has two wholly owned Subsidiary Companies:

- Sanwaria Singapore Private Limited (Singapore);

- Sanwaria Energy Limited

During the year, there has been no business activity by Sanwaria Singapore Private Limited (Singapore), foreign subsidiary of the Company. The Board has reviewed the affairs of the subsidiary.

In accordance to the Section 136 of the Companies Act, 2013; the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection till the date of AGM during the business hours at the Registered Office of the Company.. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same.

The statement containing the salient features relating to Subsidiary Company in the prescribed format in AOC-1 is appended as an annexure to this Report.

STATUTORY AUDITOR

M/s. Sunil Saraf & Associates (Firm Registration No. 15021C) were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting held on 30th September, 2015 to hold office from the conclusion of 24th Annual General Meeting until the conclusion of 26th Annual General Meeting of the Company, i.e. for a term of two consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section. The audit committee of the Company has proposed and the Board of Directors has recommended the appointment of M/s Khandelwal Kakani & Co.; Chartered Accountants (Firm Registration No.001311C) having their office at 8; Johri Palace, I Floor, 51m M.G. Road, Indore (M.P.) as the statutory auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 26^th Annual General Meeting of the Company scheduled to be held on September 29, 2017 till the conclusion of 31^st Annual General Meeting to be held in the year 2022, subject to the approval of the shareholders of the Company in the ensuing Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

COST AUDITOR

As per the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Company is required to have the audit of its cost records conducted by a Cost Accountant in Practice. In this connection, the Audit Committee of SCL has recommended to the Board of Directors and the Board of Directors has approved the appointment of M/s MP Turakhia & Associates, Cost Accountants (Firm Registration no. 00417) having their office at 404, Shalimar Corporate Centre, South Tukaganj, Indore M.P., as Cost Auditors, of the Company to conduct the Cost Audit Functions for the financial year 2017-18. As required under the provisions of Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s P.K. Rai & Associates, Practicing Company Secretaries, having their office at F-5/159, Smriti Complex, Zone II, M.P. Nagar, Bhopal M.P. to undertake the Secretarial Audit functions of the Company.

The Secretarial Audit Report submitted by M/s P.K. Rai & Associates in the prescribed form MR- 3 is attached as an ''Annexure'' which forms part of this Annual Report.

As per the observation given by the Secretarial Auditors regarding no women director on the board of the Company; the explanation to the same has been given to the Secretarial Auditors and the detailed explanation is also being given under the head “Board of Directors" under Size and Composition of Board in the “Corporate Governance Report" which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.

Your Company has appointed M/s Agrawal and Dhoot, Chartered Accountants; as the Internal Auditors of the to focus on review of business processes and suggest improvements as applicable. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Team to the Audit Committee of the Board.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

In addition; the Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board''s report.

To ensure effective Internal Financial Controls; the Company has laid down the following measures:

♦♦♦ All operations are executed through Standard Operating Procedures in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

♦♦♦ The Company has a comprehensive risk management framework.

♦♦♦ The Company has in place a well-defined Vigil Mechanism (Whistle Blower Policy).

♦♦♦ Compliance of secretarial functions is ensured by way of secretarial audit.

♦♦♦ Compliance relating to cost records of the company is ensured by way of cost audit.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to Regulation 22 of SEBI Listing Regulations, your Company has established a mechanism called ''Vigil Mechanism (Whistle Blower Policy)'' for directors and employees to report to the appropriate authorities of unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the directors and employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

RISK MANAGEMENT

The Company has an elaborate Risk Management procedure, which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Pursuant to section 134 (3) (n) of the Companies Act, 2013 and the Listing Agreement, 2015, the Company has a Risk Management Committee to monitor the risks and their mitigating actions and the key risks are also discussed at the Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Annual Report. At present the company has not identified any element of risk which may threaten the existence of the company. Some of the risks identified by the Risk Management Committee relate to competitive intensity and cost volatility.

SIGNIFICANT AND MATERIAL ORDER

During the Financial Year 2016-17, there had been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. Companies having a net worth of Rs. 500 Crores or more (as per the standalone financial statements as on 31st March, 2014) are required to comply with Ind AS (Accounting standards converged with the International Financial Reporting Standards - IFRS) in the preparation of their financial statements for accounting periods beginning on or after 1st April, 2016, with the comparatives for the periods ending 31st March, 2015, and other listed Companies to adopt the Indian AS mandatorily from the financial year 2017-18. In pursuance of the above notification, the Company, its subsidiaries and joint venture will adopt Ind AS with effect from 1st April, 2017. The implementation of Ind AS is a major change process for which the Company has established a project team. The impact of the change on adoption of Ind AS on Company''s reported reserves and surplus and on the net profit for the relevant periods shall be accordingly assessed.

RATINGS

The Company received various ratings, which are as follows:

- BRICKWORKS Credit Ratings: In January 2017, “BRICKWORK" has assigned BBB- (pronounced as BBB Minus) rating for Term Loan Facilities & Fund Based facilities and A3 (pronounced as A Three) for Non Fund Based Facilities.

- BRICKWORKS Credit Ratings: Post March 31, 2017 and as on date of report, “BRICKWORK" has reviewed and upgraded BBB (pronounced as Triple B) rating for Term Loan Facilities & Fund Based facilities and reaffirmed A3 (pronounced as A Three) for Non Fund Based Facilities.

- CARE Equity Grading: Post March 31, 2017 and as on date of the report; CARE has assigned 2/5 as Fundamental Grade and 5/5 as Valuation Grade to the Equity Shares of the Company.

PERSONNEL

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence the details required under Section 197(12) are not required to be given.

CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. At SCL, the goal of Corporate Governance is to ensure fairness of every stakeholder. We believe sound corporate governance is critical to enhancing and retaining investor trust. We always seek to ensure that our performance is driven by integrity.

The Company has adopted the policies in line with new governance requirements including the

- Policy on Related Party Transactions

- Policy on Preservation of Documents of SCL.

- Policy on Determining Material Subsidiaries

- Policy for Determination of Materiality.

- Remuneration Policy

- Corporate Social Responsibility Policy

- Whistle Blower Policy (Vigil Mechanism)

- Code of Fair Disclosure

- Code of Conduct to Regulate, Monitor and Report Trading by Insiders.

- Code of Business Conduct and Ethics for The Board of Directors, Senior Management Personnel and Other Employees.

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO/CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length. All Related Party Transactions are subject to independent review to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Listing Regulations.

No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by the Company. All Related Party Transactions as entered by the Company during the Year is disclosed in Form AOC-2 as annexed along with this Report.

OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY

A detailed review of operations and performance and future outlook of the Company is given separately under the head ''Management Discussion & Analysis'' pursuant to Regulation 34 read with Part B of Schedule V of SEBI Listing Regulations, is annexed and forms part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" , the Company has constituted Internal Complaints Committee (ICC) to prevent, prohibit and redress the cases of sexual harassment of any women at workplace. The Company has designated an external Independent member as a Chairperson of the Committee. The Company has not received any Complaints on Sexual Harassment during the year.

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

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of activities in the nature of Energy Conservation, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is set out hereunder:

1. ENVIRONMENT, SAFETY, HEALTH AND ENERGY CONSERVATION

Your Company is committed to continuously reduce energy consumption at its various units. The Company works on the principal of "Zero Injury" and integrates Safety as a non-negotiable value through a combination of training and hardware up-gradation leveraging, core technology concepts and safety standards. This has led the Company targeting change in behavior patterns and elimination of unsafe acts from the workplace. Besides sustaining previous year initiatives, new measures were implemented during the year. Your Company has been striving to ensure environment friendly initiatives while implementing various projects on energy saving at its units. List of initiatives taken in this regard are as under:

- Synchronization of air compressor for optimum use of this resource

- Installation of temperature transmitter on the condenser''s inlet water temperature for optimum running of cooling tower fan.

- Reuse of Treated effluent

- By the re-circulation of Boiler Bank''s and APH ash into the furnace which reduces the problem of un burnt fuel and increasing the boiler efficiency.

- Use of energy efficient CFL and LED lamps in all plants.

- Recycling the Vacuum Pump cooling water.

- Usage of Natural Gas replacing Light Diesel Oil in Boiler

- Online monitoring of Boiler Efficiency.

- Re-circulation of cooling tower water.

- Installation of higher efficiency DG sets for uninterrupted power supply.

- The Company has installed variable frequency drive. The Company has made efforts to conserve and optimize the use of energy.

- Utilization of UPS and high voltage control stabilizers.

- Use of high efficiency motors, variable frequency drives and screw compressors instead of reciprocating compressors; roof mounted self driven ventilators and maximized use of natural illumination.

Benefits of above measures:

- Cost reduction due to decline in overall energy consumption.

- Improved productivity by 2%, through online monitoring of Boiler Efficiency.

- Sustained un-interrupted power supply facilitated in achieving production lean time.

- Curtailed wastage at each production stage.

- Enhanced operating margin through cost reduction.

- Overall contributed towards environment and restrained wastage of water and food commodity used as raw material in production.

- Company has been able to achieve the least possible consumption of energy in comparison to the industry average.

Contents	Company''s Consumption
Electricity Consumption
- Soya Unit	49.61 units
- Rice Unit	72.14 units
Coal Consumption
- Soya Unit	125.43 Kg
Rice Husk Consumption
- Rice Unit	134.71 kg

The required data with regard to conservation of energy is furnished below: Power and Fuel Consumption

Particulars	For the year ended March 31, 2017	For the year ended March 31, 2016
Electricity
a) Purchased Unit (KWH)	10589106	8535051
Total amount (in Rs.)	77092729	68690417
Rate / Unit (KWH per unit)	7.28	8.05
b) Owned Generation Unit (KWH)	60931	54931
Total Amount (in Rs.)	707804	1040657
Rate / Unit (KWH)	11.62	18.94
b) Coal ''C'' & ''D'' Grade for Steam Generation
Quantity (MT)	14385	10951
Total Cost (In Rs)	80876482	58637510
Rate / MT	5622	5354
c) Rice Husk
Quantity (MT)	18240	2063
Total Cost (In Rs)	27543770	3611516
Rate / MT	1510	1750
e) Furnace Oil	-	_
f) Other / Internal Generators	-	_
Consumption - Production per unit
Electricity- KWH /MT
Soya Units-	49.61	58.93
Rice Units-*	72.14	64.50
Furnace Oil -Litre
Coal (MT)	125.43	112.83
Rice Husk	134.71	128.04

-* Electric Unit Consumption increased in rice division due to production of Parboiled rice.

2. RESEARCH AND DEVELOPMENT:

Your Company continues to pursue innovation and applied research as means to sustain its global leadership in a competitive environment. Following are the areas in which the R&D is being carried out by the Company in the Financial Year 2016-17:

i) Development, testing and specification setting of packaging materials.

ii) Formulation and evaluation of Agricultural inputs to enhance farm productivity, crop quality and for other such applications.

Benefits Derived as a result of above:

- Quality evaluation of finished products and raw materials

- Entering new market segments.

- Increased Productivity

- strategic resource management

- Product improvement

- Improved Quality

- Cost reduction

- Reduced Steam Consumption

- Safe Working Condition

- Healthy environment

- Manufacturing and Packaging Quality Enhanced Future plan of action

Your Company''s creative & innovation team will continue to work on energy efficient process like

- Reducing packaging weight / volume.

- Roll out of new range of differentiated products of international quality.

- Improvement of process and resource use efficiencies.

- Enlarge the scope of Agri-inputs options.

3. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

Technologies were successfully absorbed, resulting in a high production and new product development to meet existing and new customer requirements. Technology innovations were successfully implemented to increase production and reduce the consumption of raw material, energy and utilities

The Company has well co-ordinate the management programme that includes setting out governing guidelines pertaining to identifying areas of research, agreeing timelines, resource requirements etc.; scientific research based on hypothesis, testing and experimentation which leads to new /improved /alternative technologies; support the development to launch ready product formulation based on research and implementation of the launch ready product formulations in specific markets. Your Company is committed to ensure that the support in terms of new products, innovations, technologies and services is commensurate with the needs of Company and enables it to win in the marketplace.

4. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has continued to maintain focus and avail of export opportunities based on economics considerations.

(In US $)

Contents	For the year ended March 31, 2017	For the year ended March 31, 2016
Foreign Exchange earned	US$ 11.97 Million	US$ 10.74 Million
Foreign Exchange used	US$ 26.23 Million	US$ 34.53 Million
Net Foreign Exchange Earned	US$ (14.26) Million	US$ (23.79) Million

CORPORATE SOCIAL RESPONSIBILITY (CSR)

SCL believes sustained growth of business lies on triple bottom line that is growth of people around our operation, protection of environment where we operate and profit from our business. We understand that wellbeing of the community around our business helps in growth of business and hence we value the people around our operational locations and promote inclusive growth.

Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Company is having in place the Corporate Social Responsibility (CSR) Committee under the chairmanship of Mr. Hari Krishan Agrawal, Chairman. The other members of the Committee are Mr. Hans Kumar Verma and Mr. Santosh Kumar Tiwari. The Board of Directors has approved the CSR policy. The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules, 2014 have been provided in an Annexure which forms part of the Director''s Report.

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken the “Green Initiative in Corporate Governance" vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 allowing paperless compliances by companies through electronic mode. Companies are now permitted to send various notices/documents to their shareholders through electronic mode to the registered e-mail address. This initiative of MCA is warmly welcomed since it will benefit the society at large through reduction in paper consumption and would contribute towards a sustainable greener environment. So far as investors are concerned, they will promptly receive communications from company and certainly avoid situations where physical documents get lost in postal transit.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies, 2013, shall state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 and loss of the company for that period;

(c) 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

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

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

APPRECIATION

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, financial institutions, and Government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thanks the customers, clients, vendors and other business associates for their continued support in the Company''s growth. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of Directors

Sd/-

Gulab Chand Agrawal

Chairman

DIN: 00256621

Place: Bhopal.

September 06, 2017

---

Mar 31, 2016

To,

The Members,

Sanwaria Agro Oils Limited.

The Company''s Directors are pleased to present the 25^th Annual Report together with the Audited Accounts for the Financial Year ended March 31, 2016.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

Results

(Rs in Lakhs)

Particulars	For the year ended March 31, 2016			For the year ended March 31, 2015
Total Revenue	270721			266253
Profit Before Depreciation ,Interest and Tax	11886			9207
Less: Depreciation & Amortization expenses	793			664
Less: Finance charges	7101			5300
Profit before Taxation and Exceptional Items	3992			3242
Less: Extraordinary and Exceptional Item	1842			-
Profit before Taxation	2151			3242
Less: Provision for Tax for Current Year	459			793
Less: Provision for deferred Tax		124		(54)
Profit after Taxation		1568	2503
Dividend		-	_
Transferred to Reserves		28548	26980
Shareholders'' Fund		37029	30461
EBIT to Sales (in %)		4.39	3.45
EBIT & Exceptional Item to Sales (in %)		1.47	1.22

OPERATIONAL REVIEW

During the year under review, the total income (revenue) increased to Rs. 270721 Lakhs from Rs. 266253 Lakhs in the previous year, at a growth rate of 1.68 %. The Profit before Taxation and Exceptional Items increased to Rs. 3992 Lakhs from Rs. 3242 Lakhs in the FY 2014-15 showcasing the growth rate of 23%. During the Financial Year 2015-16, your Company created a one time provision for deterioration in the quality of stock of Soya DOC due to which the Profit after Taxation of the Company stood at Rs. 1568 Lakhs as against Rs. 2503 Lakhs as in FY 2014-15.

Company is making out all effort to ensure that the products developed are in tune with the needs of the consumers and initiated several steps to mark its presence in the premium markets, reducing the marketing lag and improve the Company''s products, some of the current initiative that are expected to help the Company to be cost effective to enable it to meet the challenges of competitive markets in the future.

DIVIDEND

Yours directors have decided not to recommend any dividend on the Equity shares of the company for the financial year 2015-16 for further expansion plans.

RESERVES

The Board has recommended transferring of Rs. 2,00,00,000 to the General Reserves and an amount of Rs. 180,570,225 out of the current year profit, is transferred to Profit and loss Account.

SHARE CAPITAL

The Company''s Share Capital remained unchanged during the Financial Year 2015-16. The Authorised Capital was Rs. 40,00,00,000.00 consisting of 38,00,00,000 Equity Shares of Face value of Rs. 1.00 each and 20,00,000 Preference Shares of Face value of Rs. 10 each. The Paid up Capital of the Company as on March 31, 2016 was Rs. 34,80,50,000 divided into 34,80, 50,000 Equity Shares of Rs. 1.00 each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

As on March 31, 2016, the Composition of Board of Directors of the Company included total of 11 (Eleven) directors comprising of 5 (Five) Non-Executive Independent Directors, 3 (Three) Non-Executive Non Independent Directors, 3 (Three) Executive Directors including the Chairman.

During the Year 2015-16, Mr. Kanhaiya Lal Marothi, Mr. Arun Kumar Pandey and Mr. Anil Kumar Vishwakarma stepped down as Independent Directors of the Company effective from November 23, 2015. Mr. Ashutosh Agrawal vacated the office as Non-Executive Director on November 23, 2015. The directors vacated the office due to their personal reasons.

On November 30, 2015, Mr. Anil Agrawal was re-designated from Executive Director (Whole Time Director) to Non-Executive Director of the Company.

On January 18, 2016, Mrs. Geeta Devi Agrawal stepped down as Non-Executive Chairperson of the Company due to health issues. Mr. Gulab Chand Agrawal, Executive Director of the Company took over as the Chairman of the Company effective from January 18, 2016.

Mr. Abhishek Agrawal, Non-Executive Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for reappointment. The detail of the Directors being eligible to be reappointed is set out in the notice forming part of the Annual General Meeting.

All Independent directors have given declaration that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations, 2015.

Key Managerial Personnel

In accordance to the Section 203 (1) of the Companies Act, 2013, during the Year, Mr. Anil Agrawal, Whole-Time Director, Mrs. Archna Nagrani, Chief Financial Officer and Miss Priyanka Shrivastava, Company Secretary were designated as Key Managerial Personnel of the Company.

On November 30, 2015, Mr. Anil Agrawal ceased to be the Key Managerial Personnel of the Company due to change in designation from Executive Director to Non-Executive Director. Post March 31, 2016; Mrs. Archna Nagrani stepped down as the Chief Financial Officer of the Company on June 21, 2016 to explore the opportunities outside the Company. Further Miss Priyanka Shrivastava vacated the office in whose place Miss Pooja Poddar was appointed as the Company Secretary and Compliance Officer of the Company.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year twenty five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the board re-constituted some of its Committees. The details of all the Committees of the Board along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report which forms part of this Annual Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MANAGERIAL REMUNERATION

The Company has not paid any Managerial Remuneration for the financial year 2015-16 to any of its Whole-Time Directors and Non-Executive Director. The details of remuneration are provided in the Corporate Governance Report, which forms part of the Annual Report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES Subsidiary Companies

- Sanwaria Singapore Private Limited (Singapore);

- Sanwaria Energy Limited

During the year, there has been no business activity by Sanwaria Singapore Private Limited (Singapore), foreign subsidiary of the Company.

In accordance with the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same.

The statement relating to Subsidiary Company is appended as an annexure to this Report.

STATUTORY AUDITOR

M/s. Sunil Saraf & Associates (Firm Registration No. 15021C) were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting held on 30th September, 2015 to hold office from the conclusion of 24th Annual General Meeting until the conclusion of 26th Annual General Meeting of the Company, i.e. for a term of two consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

COST AUDITOR

As per the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s Yogesh Chourasia & Associates, Cost Accountants carried out the cost audit. Remuneration proposed to be paid to them requires ratification of the shareholders in general meeting.

Further, the Board of Directors have appointed M/s Yogesh Chourasia & Associates, Cost Accountants as Cost Auditors to conduct the audit of cost records of your company for the financial year 2016-17. In view of this, the ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM. Your Company has submitted its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated the time period.

SECRETARIAL AUDITOR

During the year, Secretarial Audit was carried out by M/s. P.K. Rai & Associates, Practicing Company Secretaries, the Secretarial Auditor of the Company for the financial year 2015-16. The detailed report on the Secretarial Audit is appended as an Annexure to this Report. The Repot is self-explanatory and do not call for any further comments.

INTERNAL AUDITOR

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

For the Financial Year 2015-16, M/s Agrawal and Dhoot were appointed as Internal Auditors and their findings are discussed with the management and then the suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve the efficiency in operations.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

RISK MANAGEMENT

The Company has an elaborate Risk Management procedure, which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Pursuant to section 134 (3) (n) of the Companies Act, 2013 and the Listing Agreement, 2015, the Company has set up a Risk Management Committee to monitor the risks and their mitigating actions and the key risks are also discussed at the Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report. At present the company has not identified any element of risk which may threaten the existence of the company. Some of the risks identified by the Risk Management Committee relate to competitive intensity and cost volatility.

SIGNIFICANT AND MATERIAL ORDER

During the Financial Year 2015-16, there had been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. Companies having a net worth of Rs. 500 Crores or more (as per the standalone financial statements as on 31st March, 2014) are required to comply with Ind AS (Accounting standards converged with the International Financial Reporting Standards - IFRS) in the preparation of their financial statements for accounting periods beginning on or after 1st April, 2016, with the comparatives for the periods ending 31st March, 2016, or thereafter. In pursuance of the above notification, the Company, its subsidiaries and joint venture will adopt Ind AS with effect from 1st April, 2017. The implementation of Ind AS is a major change process for which the Company shall be establishing a project team. The impact of the change on adoption of Ind AS on Company''s reported reserves and surplus and on the net profit for the relevant periods shall be accordingly assessed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2015-16.

DEPOSITS

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

CORPORATE GOVERNANCE

The Company continues to lay a strong emphasis on transparency, accountability and integrity. The Corporate Governance Code adopted by the Board of Directors of the Company is a statement of Company''s practices and procedures in the area of governance.

The Company has adopted the policies in line with new governance requirements including the Policy on Related Party Transactions, Policy on Material Subsidiaries, Remuneration Policy, CSR Policy and Whistle Blower Policy. The Company has established a vigil mechanism as per the provisions of Section 177 (9) and (10) of the Companies Act, 2013 for Directors and employees to report their genuine concerns.

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length. All Related Party Transactions are subjected to independent review to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Listing Regulations.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by the Company. All Related Party Transactions as entered by the Company during the Year is disclosed in Form AOC-2 as annexed along with this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated in the SEBI Listing Regulations, 2015 forms the part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made there under, the Company has constituted Internal Complaints Committee (ICC) to prevent, prohibit and redress the cases of sexual harassment of any women at workplace. The Company has designated an external Independent member as a Chairperson of the Committee. During the year 2015-16, he Company didn''t receive any complaints of sexual harassment.

ENVIRONMENT, SAFETY, HEALTH AND ENERGY CONSERVATION

The Company works on the principal of "Zero Injury" and integrates Safety as a non-negotiable value through a combination of training and hardware up-gradation leveraging, core technology concepts and safety standards. This has led the Company targeting change in behavior patterns and elimination of unsafe acts from the workplace.

Further the Sustainability is deeply rooted in all the operations of the Company ranging from sourcing to manufacturing and logistics. The Company''s aim is to achieve significant year - on - year reduction in environmental impact of manufacturing operations. The Company has taken the following measures towards the conservation of energy.

- Use of energy efficient CFL and LED lamps in all plants.

- Recycling the Vacuum Pump cooling water.

- Usage of Natural Gas replacing Light Diesel Oil in Boiler

- Online monitoring of Boiler Efficiency.

- Re-circulation of cooling tower water.

- Installation of higher efficiency DG sets for uninterrupted power supply.

- The Company has installed variable frequency drive. The Company has made efforts to conserve and optimize the use of energy.

- Utilization of UPS and high voltage control stabilizers.

- Use of high efficiency motors, variable frequency drives and screw compressors instead of reciprocating compressors; roof mounted self driven ventilators and maximized use of natural illumination.

Benefits of above measures:

- Cost reduction due to decline in overall energy consumption.

- Improved productivity by 2%, through online monitoring of Boiler Efficiency.

- Sustained un-interrupted power supply facilitated in achieving production lean time.

- Curtailed wastage at each production stage.

- Enhanced operating margin through cost reduction.

- Overall contributed towards environment and restrained wastage of water and food commodity used as raw material in production.

- Company has been able to achieve the least possible consumption of energy in comparison to the industry average.

Contents	Company''s Consumption
Electricity Consumption
- Soya Unit	58.93 units
- Rice Unit	64.50 units
Coal Consumption
- Soya Unit	113kg
Rice Husk Consumption
- Rice Unit	128Kg

The required data with regard to conservation of energy is furnished below: Power and Fuel Consumption

Particulars	For the year ended	For the year ended
	March 31, 2016	March 31, 2015
Electricity
a) Purchased Unit (KWH)	8535051	6940159
Total amount (in Rs.)	68690417	54760212
Rate / Unit (KWH per unit)	8.05	7.89
b) Owned Generation Unit (KWH)	54931	103265
Total Amount (in Rs.)	1040657	1218018
Rate / Unit (KWH)	18.94	11.79
c) Coal ''C'' & ''D'' Grade for Steam Generation
Quantity (MT)	10951	12924
Total Cost (In Rs)	58637510	70728007
Rate / MT	5354	5472
d) Rice Husk
Quantity (MT)	2063	2286
Total Cost (In Rs)	3611516	3428572
Rate / MT	1750	1500
d) Furnace Oil	_	-
e) Other / Internal Generators	_	-
Consumption - Production per unit
Electricity- KWH /MT
Soya Units-*	58.93	55.60
Rice Units-**	64.50	56.43
Furnace Oil -Litre
Coal (specify)- MT	112.83	124.70
Rice Husk	128.04	129.53

-* Electric Unit Consumption increased in Soya Division due to lesser production in comparison to last year -** Electric Unit Consumption increased in Rice Division due to production of Parboiled Rice.

RESEARCH AND DEVELOPMENT:

The Company continues to derive sustainable benefits from the strong foundation and long tradition of Research and Development, which differentiates it from the rest. The Company is able to attract the best talent to provide a significant technology differentiation to its products and processes. Many of the projects executed are of global relevance, and have a strong focus on regional needs and the overall Developing & Emerging (D&E) world.

Benefits Derived as a result of above:

- Increased Productivity

- Product improvement

- Improved Quality

- Cost Saving

- Reduced Steam Consumption

- Safe Working Condition

- Healthy environment

- Manufacturing and Packaging Quality Enhanced

The quality of company''s products has improved and thereby enjoying significant position in the industry.

Future plan of action: The Company is taking step for R & D in the existing area and also in new product, mainly focus on the cost effectiveness, eco friendly product, and meet the requirement of consumer. Efforts are being made to further improve the quality of products and their range.

TECHNOLOGY ABSORPTION

The Company has well co-ordinated the management programme that includes setting out governing guidelines pertaining to identifying areas of research, agreeing timelines, resource requirements etc.; scientific research based on hypothesis, testing and experimentation which leads to new / improved / alternative technologies; support the development to launch ready product formulation based on research and implementation of the launch ready product formulations in specific markets. The Company is committed to ensure that the support in terms of new products, innovations, technologies and services is commensurate with the needs of Company and enables it to win in the marketplace.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has continued to maintain focus and avail of export opportunities based on economics considerations.

(In US $)

Contents	For the year ended March 31, 2016	For the year ended March 31, 2015
Foreign Exchange earned	US$ 10.74 Million	US$ 18.03 Million
Foreign Exchange used	US$ 34.53 Million	US$ 16.75 Million
Net Foreign Exchange Earned	US$ (23.79) Million	US$ 01.28 Million

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted CSR Committee. The Company has not spend on CSR activity for the financial year 201516 but it will commence its expenditure on CSR from 2016-17 as it is still searching for an eligible NGO working in the direction of Company''s CSR Policy so that the benefits of such an initiative can reach to the downtrodden people.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies, 2013, shall state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 and loss of the company for that period;

(c) 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

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

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

APPRECIATIONS AND ACKNOWLEDGMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.

Your Directors would also like to acknowledge the excellent contribution of all units of the Company in providing the latest innovations, technological improvements and marketing inputs across almost all categories, in which it operates. This has enabled the Company to provide higher levels of consumer delight through continuous improvement in existing products and introduction of new products.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockiest, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors

Sd/-

Gulab Chand Agrawal

Chairman

DIN: 00256621

Place: Bhopal.

August 16, 2016

---

Mar 31, 2014

Dear Members,

Our Vision is to provide all facilities to its employee, Stakeholders and the society through industry.

"As the leading FMCG Company in the world, we continue to be resolved in the pursuit of excellence for delivering sustained success and continuing leadership. As we move forward in our journey towards further enrichment and growth, we commit ourselves once again towards the health and well-being of every household... and to the task of bringing another billion more smiles to the faces of our consumers."

Directors Report 2013-14

The Directors have pleasure in presenting their report along with the accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs in Lacs)

Particulars FY 2014 FY 2013

Net Turnover & Other Income 247267 198748

Profit before depreciation, 8657 7652

Interest and Tax

Depreciation & Amortization 479 615 expenses

Finance charges 5049 4472

Profit before Tax 3127 2565

Provision for Tax 801 502

Profit after Tax (Before Deferred 2326 2063 Tax)

Less/Add: Tax (Deferred) (81) 9

Profit After Deferred Tax 2406 2054

Dividend -- --

Reserves 24476 22070

Shareholders' Fund 27930 25497

EPS 0.69 0.59

DEPS 0.69 0.59

Operations and Business Performance

At Sanwaria, we recognize operations as an important source of competitive advantage. Sanwaria believes in continually striving for higher and better levels of quality not just in its products, but also in its operations, without losing sight of its commitments towards the environment and communities where it operates. A host of initiatives are continually rolled out by the company to improve productivity.

Oil Division

During the year Soya Seeds processed stood at 202837.07 MT. Your company sustained to be one of leading player in the Edible Oil sector. The Capacity Utilization of the solvent extraction plant has been constantly higher than Industry average.

Refinery Division

Production of Refined oil stood at 16587.04 MT during the year under review.

Rice Division

Production of Rice stood at 13454.423 MT during the year. Dividend

In view of your Directors for the discretion of the company and for expansion plans of the company preserve the resources, so no dividend on the equity share of the company for the year 2013-14 was recommended.

Transfer to Reserves

The Board has recommended transferring of Rs. 200 Lacs, being 10% (Approx) to the profit earned during the year to the General reserve and an amount of Rs. 2206 Lacs out of Current year's profit is retained in the profit & loss account.

Capital Structure

The Authorised Capital and the paid up Share capital of the Company for the year ended on 31st March, 2014 is as same as in comparison of previous year ended on 31st March 2013.

Corporate Governance

Sanwaria is committed to practicing sound corporate governance in conducting business in a legal, ethical and transparent manner - a dedication that originates from the

very top and permeate throughout the organization. Besides adhering to the prescribed corporate governance practices as per clause 49 of the Listing Agreement, it voluntarily governs itself as per highest standards of ethical and responsible conduct of business in line with local and global standards. Strong governance practices at Sanwaria has earned for it recognition and has strengthened its bond of trust not only with the stakeholders but with the society at large.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as 'Annexure 1' and forms part of this report. Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the Corporate Governance Report and forms part of this Report.

Management Discussion and Analysis

A detailed report on the management discussion and analysis report provided in separate section elsewhere in this Annual report.

BRANDING, ACCOLADES AND RECOGNITION

Your Company won many accolades;

Our Company is registered as ISO 14001:2004 for Environmental Management System as certified by Care Certification Private Limited.

Our Company is also registered as ISO 22000:2005 for food Safety Management with HACCP as certified by Care Certification Private Limited.

SAOL is also awarded with Certification of compliance for good Manufacturing Practice (GMP) System as per the norms laid down by World Health Organization and certified by UK Certification & Inspection Ltd.

SAOL is also awarded with Certification of Halal Products Authentication for feisty hygiene condition adhering to food Safety & Quality control with modern infrastructure.

Our company is also got the status of "Star Export House" granted by Joint Director General of Foreign Trade, Bhopal in accordance with the provisions of the foreign Trade policy, 2009-14.

Ranked by "Plimsoll Global Analysis, United Kingdom" at

426th largest Company in the Consumer Food Manufacturers industry amongst the top 500 Food Manufacturers and also listed as a top performer at 363rd most profitable food manufacturing company.

Your Company has been Ranked by "Manappuram Finance Limited" India Top 500 Companies 2014

Top 500 Ranking

Income Net Profit Net worth

2013 2012 2013 2012 2013 2012

318 389 428 439 480 484

STEPPED DOWN AREA

Your Company was launched various brand products this year.

RICE:- Varieties of rice was launched i.e.,

Basmati Rice Sella Rice

Golden Sella Rice in various consumer packaging's

BASMATI RICE, under brand of SANWARIA SETH

Daliya, "Besan" Soyaflour under brand of SANWARIA SETH

Sanwaria Seth Maida, Sanwaria Seth "Rawa" and Sanwaria Seth "Sooji" are the products also available in the Consumer pack.

Additionally, the company is focused on these brand products also:

SALT, Your Company has launched a new differentiated product in the in last to last year in addition to existing portfolio

WHOLE WHEAT CHAKKI FRESH ATTA under the brand "SANWARIA SETH" in a consumer pack of 1, 2, 5 & 10 Kg. Your Company has also launched 3 variety of chhaki fresh atta :-

1 Chhaki Fresh Atta (Plain)

2 Chhaki Fresh Atta fortified with Iron and Vitamins

3 Chhaki Fresh Atta fortified with Soya flour

Currently it has been launched in M. P., CG. Going forward it shall be launched in some other parts of central region and in North & South (Andhra Pradesh, Tamil Nadu) region also. We are going for fortification of this Chakki fresh Atta which is enriched with more protein and nutrient that meet the WHO standards.

SOYA NUGGETS /CHUNKS - "SANWARIA PRODIET",

Leveraging new capabilities to open up new growth vectors new products like "Prodiet" launched. Consumption opportunities were successfully tapped and widened through Introduction of (Soya Nuggets /Chunks).

Sanwaria & Narmada brands of Refined Soyabean Oil is Produced from selected Soyabean of M.P. & in Sanwaria's State of art Solvent extraction plant & Refinery. It keeps your heart healthy since it has very low cholesterol. It also contains high omega3 & Vitamin E (Proven antioxidants) also improves brain activity & skin tone. It has high smoke point which reduces its consumption. An ideal cooking medium to keep family "Fit & Healthy"

The Company is gaining momentum for Supply of "SULABH" RBD Palmolien domestically with a view of growing demand in the upcoming years. Fortified Soya refined Oil, Blended edible oil, Refined Bleached Deodorized Palm olien, High protein soya meal, Full fated and Defatted Soya flour are the new avenues to capture market.

FUTURE PROSPECTS

WE ARE TAKING A FRESH LOOK AT OUR RURAL MARKETING STRATEGIES; STRENGTHENING OUR DISTRIBUTION REACH; SHARPENING OUR MARKETING TOOLS; AND CHARTING OUT FRESH COMMUNICATION PLANS. We are activating a powerful growth engine for our company and creating long- term sustainable value for our stakeholders and focusing to promote its "SANWARIA" brand by entering into long-term marketing and branding strategy in place and through this company will increase its branded sale to 20% from 15% of current level.

On the other hand Future products are:-

Our next Rice Plant is being setup in Itarsi with the capacity of 400 DPT which is support to start the commercial production in this financial year 2014-15.

SOYA MILK POWDER: Our Company is taking initiative to launch the new product Soya Milk Powder. Your Company focused attention on building new capabilities and a robust pipeline of innovation. This product is specially launching for the health care of the consumers.

Also the Commercial Production of new product i.e., Mustered oil, pulses and species etc in consumer packs is expected to be produce in the new season during this year.

Some value added Soya based products Like Soya Flour, Soya Tofu and Potato based -Like Chips, Flakes, and Vanaspati, Vegetable oil refinery are in pipeline.

And the foremost investment of our company is now started in the field of infrastructure i.e., hotel construction through our one of the group company Sanwaria Infrastructure Limited

SUBSIDIARY COMPANY

There has been no business activity during the year by Sanwaria Singapore Pte. Limited (Singapore), a subsidiary of your Company. The Reports of directors and Statement of Accounts of Indian Subsidiary Sanwaria Energy Limited together with the Auditors report thereon are attached.

DIRECTORS

Mr. Abhishek Agrawal, Mr. Rajul Agrawal retire by rotation in accordance with the provisions of the articles of Association of the company and being eligible offers themselves for reappointment.

Mr. Abhishek Agrawal is appointed as a Director of the company w.e.f. 23.11.2013 and Mr. Keshri Singh Chouhan, was ceased from the directorship of the company on 19.02.2014 due to his demise.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies (Amendment) Act 2000, the Directors confirm that:

In preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures.

They have consulted the Statutory Auditor in the selection of Accounting Policies. The Policies have been applied consistently and the judgments and estimates made 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 ended March 31st, 2014 and the profit and loss for the year ended March 31st, 2014.

Proper and sufficient care has been taken 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.

The Annual Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS / OUTGO

Details of energy conservation and Research and Development activities undertaken by the Company along with information in accordance with the provisions of Section 217(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure to the Directors' Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits under section 58A of the Companies Act, 1956 and hence no amount of principal and interest was outstanding as on the date of this Annual report.

FIANANCE & INSURANCE

The Company's relationships with its consortium and other bankers continued to be cordial during the year.

Company would like to thanks its Bankers for their support. The assets of the Company are adequately insured against all types of risks. The "CARE" has retained this assigned rating to Company "A2 " for short term debts and "BBB " for long term debt.

LISTING

The Company is also in viewing to step into Overseas Listing and also plan for listing in MCX (Stock Exchange). At present the shares of the Company are listed on Bombay Stock Exchange of India limited and National Stock Exchange of India Limited,

PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with sub-section (2A) of Section 217 of the Companies Act, 1956, hence statement containing particulars of employees falling under aforesaid is not required to be appended to this Report.

AUDITORS AND AUDITORS' REPORT

M/s Sunil Saraf & Associates, Chartered Accountants, Indore, auditors of the company retire at the ensuing Annual General meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Board of Director recommends reappointment of Auditors of the Company for the financial year 2014-2015 for shareholders approval.

COST AUDITOR

In compliance of Circular No. F No.52/26/CAB-2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, Government of India, Cost Audit Branch, the Company has appointed M/s. Yogesh Chourasia & Co., cost accountants as cost auditor to conduct cost audit for the Financial year 2014-15.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is supporting the activities of Seth Shri Shri Narayan Agrawal Charitable Trust which is providing healthcare services to the general public at large running one.

WEBSITE

As per the Clause 54 of the Listing Agreement, the Company has maintained a functional website www.sanwariaagro.com which has all the details i.e. details of its business, financial information, shareholding pattern, compliance with corporate governance, code of conduct, contact information of the designated officials of the company who are assisting and handling investor grievances, detail of agreements entered into with the media companies and /or their associates, etc.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Governments, Company's Bankers, Stakeholders, and Distributors for the assistance, co- operation and encouragement they extended to the Company.

Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Business Associates and Employees in ensuring an excellent all around operational performance.

For and on behalf of the Board

Geeta Devi Agrawal (Chairperson)

Date: 04th August 2014 Place: Bhopal

---

Mar 31, 2013

To The Members of Sanwaria,

The Directors have pleasure in presenting their report along with the accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS (Rs. in Lacs)

FY 2013 FY 2012

Net Turnover & Other Income 198748 143315

Profit before depreciation, Interest and Tax 8617.53 8278.43

Depreciation & Amortization expenses 615 590

Finance charges 4472 5767

Profit before Tax 2565 1921

Provision for Tax 502 300

Profit after Tax (Before Deferred Tax) 2063 1620

Less/Add : Tax (Deferred) 9 (84)

Profit After Deferred Tax 2054 1704

Dividend - -

Reserves 22070 20016

Shareholders'' Fund 25497 23396

EPS 0.59 0.49

DEPS 0.59 0.49

PERFORMANCE REVIEW- OPERATIONAL

Company is making out all effort to ensure that the products developed are in tune with the needs of the consumers and initiated several steps to mark its presence in the premium markets, reducing the marketing lag and improve of the Company''s product are some of the current initiative that are expected to help the Company to be a cost effective to enable its to meet the challenges of competitive markets in the future.

Oil Division

During the year Soya Seeds processed stood at 191362.04 MT. Your company sustained to be one of leading player in the Edible Oil sector. The Capacity Utilization of the solvent extraction plant has been constantly higher than Industry average.

Refinery Division

Production of Refined oil stood at 22425.814 MT during the year under review.

APPROPRIATION

Dividend

As determine of cautiousness and with a view to conserve resources for funding the business expansion plans of the Company, no dividend on the Equity Shares for the year ended 31st March, 2013 was recommended.

Transfer to Reserves

The Board has recommended to transfer of Rs. 200 Lacs, being 10% (Approx) to the profit earned during the year to the General reserve and an amount of Rs. 1854 lacs out of Current year''s profit is retained in the profit & loss account.

Capital Structure

The Authorised Capital of the Company is as it is of last year and also the paid - up Share capital of the Company is same for the year ended 31st March, 2013 in comparison of previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the management discussion and analysis report provided in separate section elsewhere in this Annual report.

BRANDING, AWARD AND RECOGNITION

Your Company won many accolades;

Our Company is registered as ISO 14001:2004 for Environmental Management System as certified by Care Certification Private Limited.

Our Company is also registered as ISO 22000:2005 for food Safety Management with HACCP as certified by Care Certification Private Limited.

SAOL is also awarded with Certification of compliance for good Manufacturing Practice (GMP) System as per the norms laid down by World Health Organization and certified by UK Certification & Inspection Ltd.

Our company is also got the status of "Star Export House" granted by Joint Director General of Foreign Trade, Bhopal in accordance with the provisions of the foreign Trade policy, 2009-14.

Ranked at 345th by "ET TOP 500 Companies" out of500 companies in 2011.

Your Company has been ranked at 263rd under "INC India 500 Companies".

By the Star of the Industry Group and 5th Indira internation innovation summit the Sanwaria honored with the "Best in class Opreational Excellence Award".

Ranked by "Plimsoll Global Analysis, United Kingdom" at 426th largest Company in the Consumer Food Manufacturers industry amongst the top 500 Food Manufacturers and also listed as a top performer at 363rd most profitable food manufacturing company.

STEPPED DOWN AREA

Your Company continues to provide the superlative services in its product portfolio-both in number and performance. The Company has launched:

BASMATI RICE, We are also focusing on new brand of Sanwaria i.e., Basmati Rice, the plant is set - up in Mandideep and the production is also started. We will be sure that as other brand products, this will also ascend the company''s profitability and goodwill.

SALT, Your Company has launched a new differentiated product in the year of 12-13 in addition to existing portfolio Additionally, the company is focused on these brand products also:

WHOLE WHEAT CHAKKI FRESH ATTA under the brand "SANWARIA SETH" in a consumer pack of 1, 2, 5 & 10 Kg. Currently it has been launched in M. P., CG. Going forward it shall be launched in some other parts of central region and in North & South (Andhra Pradesh, Tamil Nadu) region also. We are going for fortification of this Chakki fresh Atta which is enriched with more protein and nutrient that meet the WHO standards.

SOYA NUGGETS /CHUNKS - "SANWARIA PRODIET", Leveraging new capabilities to open up new growth vectors new products like "Prodiet" launched which is currently being outsourced. Consumption opportunities were successfully tapped and widened through Introduction of (Soya Nuggets /Chunks), In the upcoming year the Soya Nuggets production plant is also on the radar.

"SANWARIA" brand, promoted during the year in addition to "NARMADA" hold promise and hope for the Company business. Import of commodities like Soya Crude Degummed Oil, Crude Palm Oil, Coal, RBD Palmolien and sunflower Oil etc. are already placed to strengthen the business.

The Company is gaining momentum for Supply of "SULABH" RBD Palmolien domestically with a view of growing demand in the upcoming years. Fortified Soya refined Oil, Blended edible oil, Refined Bleached Deodorized Palm olien, High protein soya meal, Full fated and Defatted Soya flour are the new avenues to capture market.

FUTURE PROSPECTS

We are expanding our own marketing network into various regions. The core business and will work with strategic partnerships or alliances in the various divisions to create more value for the shareholders with a vision is emerging as an FMCG player and focusing to promote its "SANWARIA" brand by entering into long-term marketing and branding strategy in place and through this company will increase its branded sale to 40% from 15% of current level.

On the other hand Future products are:-

SOYA MILK POWDER: Our Company is taking initiative to launch the new product Soya Milk Powder. Your Company focused attention on building new capabilities and a robust pipeline of innovation. This product is specially launching for the health care of the consumers.

Also the Commercial Production of new product i.e., Soya flour and soya chunk (Bari) is expected to be produce in the month of new season i.e., October onwards during this year.

Some value added Soya based products Like Soya Flour, Soya Tofu and Potato based -Like Chips, Flakes, and Vanaspati, Vegetable oil refinery are in pipeline.

SUBSIDIARY COMPANY

There has been no business activity during the year by Sanwaria Singapore Pte. Limited (Singapore), a subsidiary of your Company. The Reports of directors and Statement of Accounts of Indian Subsidiary Shrinathji Solvex Limited together with the Auditors report thereon are attached.

DIRECTORS

Mr. Hans Kumar Verma, Mr. Shyam Babu Agrawal and Mr. Rajul Agrawal retire by rotation in accordance with the provisions ofthe articles of Association ofthe company and being eligible offers themselves for reappointment.

Mrs. Geeta Devi Agrawal is appointed as a Director cum Chairperson ofthe company w.e.f. 14.05.2013 and Late Shri Ram Narayan Agrawal, Chairman of the Company was ceased from the directorship of the company due to his demise on 10.04.2013 "

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies (Amendment) Act 2000, the Directors confirm that:

In preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures.

They have consulted the Statutory Auditor in the selection of Accounting Policies. The Policies have been applied consistently and the judgments and estimates made 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 ended March 31st, 2013 and the profit and loss for the year ended March 31st, 2013.

Proper and sufficient care has been taken 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.

The Annual Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS / OUTGO

Details of energy conservation and Research and Development activities undertaken by the Company along with information in accordance with the provisions of Section 217(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure to the Directors'' Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits under section 58A of the Companies Act, 1956 and hence no amount of principal and interest was outstanding as on the date of this Annual report.

FIANANCE & INSURANCE

The Company''s relationships with its consortium and other bankers continued to be cordial during the year.

Company would like to thanks its Bankers for their support. The assets of the Company are adequately insured against all types of risks. The "CARE" has retained this assigned rating to Company "A2 " for short term debts and "BBB " for long term debt.

LISTING

The Company is also in viewing to step into Overseas Listing and also plan for listing in MCX (Stock Exchange). At present the shares ofthe Company are listed on Bombay Stock Exchange of India limited and National Stock Exchange of India Limited,

PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with sub-section (2A) of Section 217 of the Companies Act, 1956, hence statement containing particulars of employees falling under aforesaid is not required to be appended to this Report.

AUDITORS AND AUDITORS'' REPORT

M/s Sunil Saraf & Associates, Chartered Accountants, Indore, auditors of the company retire at the ensuing Annual General meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Board of Director recommends reappointment of Auditors of the Company for the financial year 2013-2014 for shareholders approval.

COST AUDITOR

In compliance of Circular No. F No.52/26/CAB-2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, Government of India, Cost Audit Branch, the Company has appointed M/s. Yogesh Chourasia & Co., cost accountants as cost auditor to conduct cost audit for the Financial year 2013-14.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is supporting the activities of Seth Shri Shri Narayan Agrawal Charitable Trust which is providing healthcare services to the general public at large running one

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled Report on Corporate Governance, which forms part of the Annual Report. The Auditors Report on Corporate Governance compliance is also annexed therewith and compliance report signed by the Chairman of the Company in connection with compliance with the Code of Conduct and also CEO/CFO certification in addition to Certificate from Statutory Auditors of your Company regarding compliance of Conditions of Corporate Governance as required by the amended clause 49 ofthe listing agreement.

WEBSITE

As per the Clause 54 of the Listing Agreement, the Company has maintained a functional website www.saolbhopal.com which has all the details i.e. details of its business, financial information, shareholding pattern, compliance with corporate governance, code of conduct, contact information of the designated officials of the company who are assisting and handling investor grievances, detail of agreements entered into with the media companies and /or their associates, etc.

ACKNOWLEDGEMENTS

We would like to express our deep sense of appreciation for the assistance and co-operation received from our Bankers. Financial Institutions, Government Authorities, Stakeholders, Investors, Clients, Distributors, Vendors and Other Business Associates during the year under review.

We also take this opportunity to appreciate the contribution made by our Employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, co- operation and support.

Date: 30th, August, 2013 For and on behalf of the Board

Geeta Devi Agrawal

Place: Bhopal (Chairperson)

---

Mar 31, 2012

To The Members of Sanwaria Agro Oils Ltd.

The Directors have pleasure in presenting their report along with the accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS

(Rs. in Lacs)

FY 2012 FY 2011

Net Turnover & Other Income 143315 159203

Profit before depreciation, Interest and Tax 8278 7088

Depreciation & Amortization expenses 590 578

Finance charges 5767 2678

Profit before Tax 1921 3832

Provision for Tax 300 708

Profit after Tax (Before Deferred Tax) 1620 3124

Less/Add: Tax (Deferred) (84) 25

Profit After Deferred Tax 1704 3099

Dividend - -

Reserves 20016 20052

Shareholders' Fund 23396 21598

PERFORMANCE REVIEW- OPERATIONAL

Company is making out all effort to ensure that the products developed are in tune with the needs of the consumers and initiated several steps to mark its presence in the premium markets, reducing the marketing lag and improve of the Company's product are some of the current initiative that are expected to help the Company to be a cost effective to enable its to meet the challenges of competitive markets in the future.

Oil Division

During the year Soya Seeds processed stood at 238852 MT. Your Company sustained to be one of leading player in the Edible Oil sector. The Capacity Utilization of the solvent extraction plant has been constantly higher than Industry average.

Refinery Division

Production of Refined oil stood at26573 MT during the year under review.

APPROPRIATIONS

Dividend

With a view to conserve resources for funding the business expansion plans of the Company, no dividend on the Equity Shares for the year ended 31 st March, 2012 was recommended.

Transfer to Reserves

The Board has recommended to transfer ofRs. 200 Lacs, being 11.7% to the profit earned during the year to the General reserve and an amount of Rs. 1505 lacs out of Current year's profit is retained in the profit & loss account.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the management discussion and analysis provided in separate section elsewhere in this Annual report.

BRANDING, AWARD AND RECOGNITION

Your Company won many accolades and Crowned with "fastest wealth creators" award and top with 1st rank by "Motilal Oswal creation study during (Finaneial Year 2006-2011)".

Ranked 379th in terms of Net Sales, Ranked 512th in terms in terms of Cash Profit and 459th in terms of PAT by "Fe 500India's Finest Companies out of500 companies ".

Ranked 194th in term of Market Capitalization by "Fe 500 India's Finest Companies " out of500 companies.

Ranked 347th in terms qfNet Sales, 747th in terms of Operating Profit ,657th in term ofNet Profit, 663rd in terms of Total Assets ,755th in terms Net Worth and 577th in terms of Market Cap by "Business Standard 1000

Ranked at 263 d being "thefastest—Growing mid size Company by Inc. india magazine" and awarded with 1st position in terms of Top Public Wealth Creator during tenure of 2007-2010 and Stood in Top 25 Companies in terms of top line CAGR with 35.6% among the turnover (Topline) range of Rs. 1000 crore to Rs. 1500 crore.

Ranked by "Plimsoll Global Analysis, United Kingdom" at 290th largest Company in the Global Food Manufacturing industry amongst the World's top 500 Food Manufacturers and also listed as a top performer at 230th most profitable food manufacturing of the World.

STEPPED DOWN AREA

Your Company continues to rein enviably in its product portfolio-both in number and performance. The Company has launched:

WHOLE WHEAT CHAKKI FRESH ATTA under the brand "SANWARIA SETH" in a consumer pack of 1, 2,5 & 10 Kg. Currently it has been launched in M. P., CG. Going forward it shall be launched in some other parts of central region and in North & South (Andhra Pradesh, Tamil Nadu) region also. We are going for fortification of this Chakki fresh Atta which is enriched with more protein and nutrient that meet the WHO standards.

SOYA NUGGETS /CHUNKS - "SANWARIA PRODIET", Leveraging new capabilities to open up new growth vectors new products like " Sanwaria Prodiet" launched which is currently being outsourced. Consumption opportunities were successfully tapped and widened through Introduction of (Soya Nuggets /Chunks), In the upcoming year the Soya Nuggets production plant is also on the radar.

BASMATI RICE , Additionally your Company focused attention on building new capabilities and a robust pipeline of innovation, While building brand differentiation and relevance the Company has entered into Basmati rice segment which is expected to be launched in a couple of months under the brand strategy.

"SANWARIA" brand, promoted during the year in addition to "NARMADA" hold promise and hope for the Company business. Import of commodities like Soya Crude Degummed Oil, Crude Palm Oil, Coal, RBD Palmolien and sunflower Oil etc. are already placed to strengthen the business.

The Company is gaining momentum for Supply of "SULABH" RBD Palmolien domestically with a view of growing demand in the upcoming years . Fortified Soya refined Oil, Blended edible oil, Refined Bleached Deodorized Palm olien, High protein soya meal, Full fated and Defatted Soya flour are the new avenues to capture market.

FUTURE PROSPECTS

Your Company will invest more in marketing initiatives with an aim to grow the non-credit based segment. Some new retails like Wall Mart, Metro, Carry Four are likely to be inducted, On the other hand we are expanding our own marketing network into various regions. The core business and will work with strategic partnerships or alliances in the various divisions to create more value for the shareholders with a vision to emerge as an FMCG player and focusing to promote its "SANWARIA" brand by entering into long-term marketing and branding strategy in place and through this Company will increase its branded sale to 35-40% from 10% of current level. Further the step of government to ban the loose oil sale will also support branded sale contribution significantly.

Operation have also been streamlined for differentiated products Like "SALT" in addition to existing portfolio of Whole Wheat Chakki Fresh Atta (SANWARIA SETH), Soya Nuggets ("SANWARIA PRODIET"),Basmati Rice. "Sanwaria", "Narmada", and "Sulabh", are placing prominent position of the Company into the market.

Some value added Soya based products Like Soya Flour, Soya Tofu and Potato based-Like Chips, Flakes, and Vanaspati, Vegetable oil refinery are in pipeline.

WIND POWER DIVISION-HIVED OFF

Board considered and approved hive off Wind power division of the Company to purely concentrate on FMCG sector and its branded sales. Thereby disposed off its Wind power division with effect from 1st April 2012 to its subsidiary Company Sanwaria Energy Limited incorporated solely for the purpose of wind power generation.

SUBSIDIARY Company

There has been no business activity during the year by Sanwaria Singapore Pte. Limited (Singapore), a wholly owned subsidiaiy of Sanwaria.

DIRECTORS

Mr. Santosh Kumar Tiwari, Mr. Surendra Kumar Jain and Mr. H. K. Agrawal, are Directors retire by rotation in accordance with the provisions of the articles of Association of the Company and being eligible offers themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2 AA) of the Companies (Amendment) Act 2000, the Directors confirm that:

In preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures.

They have consulted the Statutory Auditor in the selection of Accounting Policies. The Policies have been applied consistently and the judgments and estimates made 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 ended March 31st, 2012 and the profit and loss for the year ended March 31sl, 2012.

Proper and sufficient care has been taken 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.

The Annual Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS / OUTGO

Details of energy conservation and Research and Development activities undertaken by the Company along with information in accordance with the provisions of Section 217(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given inAnnexure to the Directors' Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits under section 58A of the Companies Act, 1956 and hence no amount of principal and interest was outstanding as on the date of this Annual report.

FINANCE & INSURANCE

The Company's relationship with its consortium and other bankers continued to be cordial during the year. Company would like to thanks its Bankers for their support. The assets of the Company are adequately insured against all types of risks. "CARE" assigned to Company "A2 " rating revised for short term debts and "BBB " for long term debt, whereas annual surveillance is due.

LISTING

The Company is also viewing to step into Overseas Listing. At present the shares of the Company are listed on Bombay Stock Exchange of India limited and National Stock Exchange of India Limited.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were paid such remuneration during the year under review, which attract the provisions of Section 217 (2 A) of the Companies act, 1956 as amended.

AUDITORS AND AUDITORS' REPORT

M/s Sunil Saraf & Associates, Chartered Accountants, Indore, auditors of the Company retire at the ensuing Annual General meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Board of Director recommends reappointment of Auditors of the Company for the Financial year 2012-2013 for shareholders approval.

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled Report on Corporate Governance, which forms part of the Annual Report. The Auditors Report on Corporate Governance compliance is also annexed therewith and compliance report signed by the Chairman of the Company in connection with compliance with the Code of Conduct and also CEO/CFO certification in addition to Certificate from Statutory Auditors of your Company regarding compliance of Conditions of Corporate Governance as required by the amended clause 49 of the listing agreement

ACKNOWLEDGEMENTS

The Directors place on record their sincere gratitude for the assistance received from the Banks during the year and would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, employees and all other business associates for the continuous support given by them to the Company and its management.

For and on behalf ofthe Board

Date: 25/08/2012 Ram Narayan Agrawal

Place: Bhopal (Chairman)

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Mar 31, 2010

The Directors arc pleased to present the 19th Annual Report together with the Audited Accounts of the Company for the year ended 31th March 2010.

FINANCIAL RESULTS:

The Financial Results for the year ended on 31st March, 2010 along with the Comparative figures for the previous year are given below:

(Rs. in lacs)

Particulars FY 2010 FY 2009

Turnover (inclusive of other Income) 111676 111144

Gross Profit (before depreciation. Interest and Tax) 7745 7337

Less: Depreciation 527 562

Less: Finance Charges 1452 1056

Profit be fore Tax (Before Deferred Tax) 5764 5718

Less.Tax (Current) 1783 1454

Profit after Tax (Before Deferred Tax) 3980 4264

Less:Tax (Deferred) 99 459

Profit After Deferred Tax 3881 3805

Dividend 348 435

Reserves 17119 13658

Shareholders Fund 18573 15020

EPS 2.27 2.27

PEPS 2,27 2.27

Operational Review

Division wise operational performance for the yearended 31 st March. 2010 was as under:

Oil Division

During the year Soya Seeds processed stood at 219662 MT Your company sustained to be one of leading player in the Edible Oil sector. The Capacity Utilization of the solvent extraction plant has been constantly higher during the year under review.

Refinery Division

Production of Refined oil stood at 27701 MT during the year under review.

Dividend

The Board of Directors has recommended Final Dividend @20% for the year 2009-2010 to the Equity Shareholders of the Company.

Transfer to Reserve

Your company proposes to transfer 10 % to the profit earned during the year i.e. Rs.400 lacs to the General reserve. The company proposes to retain an amount of Rs. 3054 lacs out of Current years profit in the profit & loss account.

Achievements & Awards

During the Year Company has been ranked 316 in terms of market capitalization, capital employed Gross Block. Sales, Profit after tax by Research Analyst of Capital Market in 2009 Compendium of Top 500 Companies.

Ranked at 333rd in terms of Total Income, 360th in terms of Net Profit & 492nd in terms of Net Worth in 2009 Compendium of TOP 500 companies in India by Dun & Bradstreet Information Services India Pvt. Ltd..

Ranked 343rd in terms of Market capitalization, 459th in terms of net worth. 365th in terms of Gross Profit, 294th in terms of sales/Total Income and 409th in overall/composite ranking by Financial Express.

Ranked 9th as per Total Income in the Food and Agro Processing Sector in Dun & Bradstreets Indias Top 500 Companies 2009.

New Projects/ Expansions/Acquisitions

Company has achieved a combined extraction capacity of 3250 MT per day and refining capacity of 350 MT per day and it has plans to achieve up to 4250 MT per day by end of this year.

Company has also successfully implemented ERP Solution in its all plants and offices

Company has also started importing in all commodities like Soya Crude Degurnmed Oil, Crude Palm Oil, Coal etc.

SAOL also has plans for entering into production and marketing of value added Soya based products by setting up a plant for manufacture of Soya Flour, Soya Protein Concentrate, Soya Protein Isolates. Soya PowderGranules, Soya Lecithin Powder, Soya Lecithin Granules, Soya Phytosterol, Soya Mix Tocopherol, Organic Soyabean Meal, Organic Soya Oil, T.V.P./Chunks/Nuggets, Soya Milk, Soya Tofu etc. All this is aimed at increasing the market share of the company in edible oil sector to 20 pc from existing 10 pc.

Goina forward Company is also planning to enter into Solar Power Projects and Basmati manufacturing and export.

Future Strategy

The company is focusing on its brand promotion. Company has entered into long-term marketing and branding strategy in place and has appointed a firm of repute for ad campaigns, radio jingles, hoardings. magazines, newspapers etc for brand promotion. Through these routs company will increase its branded sale to 25-30%.

SAOL is almost at the final stage to be certified by ISO-14001 & 22000.

Your Company is thus focusing on expansion of branded business. Introduction of health based products. improvement of its presence in domestic oil segments. Your company is in the process of setting up expanding production facilities at the new locations / existing plants to cater to the growing demand and sustain leadership position.

Wind Power and Infrastructure.

Company has Wind Turbine Generators of 8.4 MW capacity out of which 1.8 MW at Tenkasi in Tamilnadu and 6.6 M W at Dewas in Madya Pradesh. This Segment of your Company registered revenue of Rs 406.53 lakhs and Profit Before Tax (PBT) of Rs 236.11 lakhs, for the year ended on 31 st March, 2010.

Being continued with the move of cost reduction it has plan of expanding its power generation capacity through wind turbines by 6 MW.

This will lead to increase in efficiency and reduction in cost of production also create pollution free and healthy environment. To ensure maximum efficiency and create value by backward integration, the company intends to venture into bio-fuel production; it will be produced from the by-products of edible oil. other derivatives and origins of plant oils.

Capital Structure

In the Financial year 2009-10 the Authorised share Capital of the company has changed to Rs. 21.00.00.000 (Rupees Twenty One Crores) consisting of 21.00.00.000 (Rupees Twenty One Crores) Equity share Capital of Re. 1/-each

Public Deposits

During the year ended March 31st 2010, your Company has not accepted any deposits from the public during the year under review.

Directors

Mr. Hari Kishan Agrawal. Mr. Surendra Kumar Jain and Mr. Hans Kumar Verma retire by rotation in accordance with the provisions of the articles of Association of the company and being eligible offers themselves for reappointment.

Subsidiary Company

The Reports of directors and Statement of Accounts of Subsidiary Shrinathji Solvex Limited together with the Auditors report thereon are attached. The requisite statement pursuant to Section 212 of the Companies Act, 1956 is also attached with.

Directors Responsibility Statement

Pursuant to section 217(2AA) of the Companies (Amendment) Act 2000. the Directors confirm that:

- In preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures.

- They have consulted the Statutory Auditor in the selection of Accounting Policies. The Policies have been applied consistently and the judgments and estimates made 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 ended March 31 st. 2010 and the profit and loss for the year ended March 31 st, 2010

- Proper and sufficient care has been taken 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.

- The Annual Accounts have been prepared on a going concern basis. Personnel

None of the employees of the Company were paid such remuneration during the year under review, which attract the provisions of Section 217(2A) of the Companies act, 1956 as amended.

Auditors and Auditors report

M/s Sunil Saraf & Associates, Chartered Accountants, Indore have expressed their willingness to continue in office as Statutory Auditors for the financial year 2010-2011 and have certified that the appointment if made would be within the prescribed limit u/s 224(1B) of the Companies Act. 1956. Accordingly a resolution proposing their appointment is being submitted to the AGM.

The Auditors Report for the year under review is self-explanatory and hence does not require any explanation.

Corporate Governance

The Company has in practice a comprehensive system of Corporate Governance. A detailed and separate Report on Corporate Governance forms part of this Annual Report.

We are committed to adhere to the Code of Corporate Governance as it means adoption of best business practices aimed at growth of the Company coupled with bringing benefits to Investors. Consumers. Creditors, Employees and Society at a large.

Management Discussion and Analysis

A detailed review of operational performance and future outlook of die Company is given under the "Management Discussion and Analysis Report" which forms part of this Annual Report.

Listing

The Equity Shares of the Company are listed on The Bombay Stock Exchange, Mumbai (BSE) and The National Stock Exchange, Mumbai (NSE).

The Company is exploring die idea of having an overseas listing also.

Conservation of Energy. Technology & foreign exchange Earnings / Outgo

Details of energy conservation and Research and Development activities undertaken by the Company along with information in accordance with the provisions of Section 217(e) of the Companies Act. 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. are given in Annexure to the Directors Report.

Acknowledgements

Your Directors place on record their deep sense of gratitude and appreciation for the continued support extended to the Company by Investors, Customers, Business Associates, Bankers, Vendors and Financial Institutions. Your Directors also wish to place on record their gratitude to the dedication and significant contribution made by the employees at all levels Through their hard work and devotion.

The Directors also thank the various Government. Semi Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support and whole hearted cooperation for realizing the goals in the years ahead.

Date: 23/08/2010 For and on behalf of the Board

Ram Narayan Agrawal

Place; BHOPAL (CHAIRMAN)