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Directors Report of Sarda Proteins Ltd.

Mar 31, 2015

DEAR MEMBERS,

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

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

Particulars 2014-15 2013-14

SALES 497.05 243.97

Other Income 6.45 2.82

Expenses 516.28 260.76

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

Depreciation 4.23 3.29

Extra Ordinary Income 78.63 0.00

Profit/( Loss) before Taxes 61.62 (17.27)

Provision for Taxes 2.47 (5.12)

Net Profit/(Loss) 59.15 (12.15)

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

2. OPERATIONS AND COMPANY'S AFFAIRS:

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

3. DIVIDEND:

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

4. CAPITAL STRUCTURE

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

5. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

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

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

6. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

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

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

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

8. TRANSFER TO RESERVES

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

9. NOMINATION & REMUNERATION POLICY:

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

10. AUDITORS

- Statutory Auditors

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

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

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

- Secretarial Auditors

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

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

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

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

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

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

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

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

- Internal Auditors

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

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

11. LOANS AND INVESTMENTS BY THE COMPANY

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

12. RELATED PARTY TRANSACTIONS

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

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

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

13. CODE OF CONDUCT

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

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

MATERIAL CHANGES DURING THE FINANCIAL YEAR UNDER REVIEW

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

14. EXTRACT OF THE ANNUAL RETURN

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

15. RISK MANAGEMENT

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

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

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

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

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

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

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

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

- Number of complaints received : NIL

- Number of complaints disposed off : NIL

18. FIXED DEPOSITS

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

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

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

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

20. COMPOSITION OF AUDIT COMMITTEE

Composition

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

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

Names of Members Designation

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

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

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

Terms of Reference:

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

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

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

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

e) Scrutiny of inter-corporate loans and investments;

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

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

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

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

21. LISTING OF SECURITIES

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

22. VIGIL MECHANISHM

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

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

23. REMUNERATION RELATED DETAILS

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

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

24. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

- the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and;

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

25. INTERNAL FINANCIAL CONTROL SYSTEMS:

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

26. ACKNOWLEDGEMENT:

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

BY ORDER OF THE BOARD OF DIRECTORS

FOR SARDA PROTEINS LIMITED

SD/-

DAMODAR PRASAD SARDA

PLACE : ALWAR DIN: 00763377

DATE : 4th November, 2015 CHAIRMAN


Mar 31, 2014

The Members,

Sarda Proteins Limited

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

FINANCIAL RESULTS

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

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

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

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

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

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

Payment of Dividend - -

EPS (Basic) (0.50) (1.34)

EPS (Diluted) (0.50) (1.34)



OPERATIONS

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

RESERVES

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

DIVIDEND

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

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

FIXED DEPOSITS

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

DIRECTORS

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

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

AUDITORS AND AUDITOR''S REPORT

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

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

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

COMPLIANCE CERTIFICATE

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

That the annual accounts are prepared on a going concern basis

PARTICULARS OF EMPLOYEES

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

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

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

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

ACKNOWLEDGEMENT

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

By Order of the Board

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


Mar 31, 2012

TO THE MEMBERS

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

OPERATION

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

FINANCIAL OF THE COMPANY

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

Rupees in Lakhs

Particulars 2011-12 2010-11

Sales 2701.07 2445.84

Other Income 32.89 2.01

Expenditure exluding

Depreciation 2716.35 2173.83

Depreciation 6.02 6.36

Proflt/(Loss) before tax 11.59 (32.33)

Provision for Taxation 3.72 (11.07)

Profit / (Loss) after tax 7.87 21.25

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

Dividend -- --

EPS (Basic) 0.32 (0.87)

EPS (Diluted) 0.32 (0.87)





MATERIAL CHANGES

There are no material changes.

DIVIDEND

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

FIXED DEPOSITS

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

DIRECTORS

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

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

AUDITORS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

PARTICULARS OF EMPLOYEES

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

COMPLIANCE CERTIFICATE

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

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

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

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

ACKNOWLEDGEMENT

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



For and on behalf of the Board of Directors



Sd/-

PLACE : ALWAR D.P. Sarda

DATE . 30.08 2012 Chairman


Mar 31, 2010

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

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

Particulars Current Previous Year Year

Sales 1871.94 2456.17

Other Income 10.24 3.53

Profit before Depreciation (16.14) 9.04

Depreciation 6.92 8.10

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

Profit / (Loss) after Tax (17.44) 3.01

TRANSFER TO RESERVE

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

DIVIDEND

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

MATERIAL CHANGES

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

DIRECTORS

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

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

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

AUDITORS

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

FIXED DEPOSITS

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

PARTICULARS OF EMPLOYEES

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

INFORMATION REGARDING CONSERVATION OF ENERGEY

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

COMPLIANCE CERTIFICATE

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

RESPONSIBILITY STATEMENT

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

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

2) The director has selected such accounting policies and applied them consistently and made judge- ments and estimate that are reasonable and pru- dent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the Loss of the Company for the period.

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

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

ACKNOWLEDGMENT

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

On behalf of the Board

Place : Alwar D.P. Sarda

Date: 3rd Sep. 2010 Chairman


Mar 31, 2009

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

OPERATION

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

Particulars Current Previous Year Year

Sales 2456.17 2387.47

Other Income 3.53 1.84

Profit before Depreciation 9.04 15.84

Depreciation 8.10 9.68

Net profit/(Loss) before Tax 0.94 6.16

Provision for Tax (2.07) 1.45

Profit / (Loss) after Tax 3.01 4.70

TRANSFER TO RESERVE

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

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

MATERIAL CHANGES

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

DIRECTORS

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

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

FIXED DEPOSITS

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

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

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

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

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

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

2) The director has selected such accounting policies and applied them consistently and made judgements and es- timate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the Profit of the Company for the period.

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

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

ACKNOWLEDGMENT

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

On behalf of the Board

Place : New Delhi D.P. Sarda

Date : 1stSept., 2009 Chairman


Mar 31, 2004

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

OPERATION

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

ACCOUNTS AND FINANCIAL DATA

Rs. In Lacs

Particulars Current Year Previous Year

Total Income 1278.43 1696.10

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

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

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

Provision for Tax (6.37) (3.20)

Profit / (Loss) after Tax (28.82) 7.64

TRANSFER TO RESERVE

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

DIVIDEND

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

MATERIAL CHANGES

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

DELISTING OF SHARES

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

DIRECTORS

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

AUDITORS

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

FIXED DEPOSITS

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

PARTICULARS OF EMPLOYEES

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

INFORMATION REGARDING CONSERVATION OF ENERGY

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

2)The accounting policies are consistently applied and reasonable. Prudent judgement and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the profits of the Company for that period.

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board

D.P.Sarda Chairman

Place : Bhiwadi Date : 25th Aug. 2004


Mar 31, 2003

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

OPERATION

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

ACCOUNTS AND FINANCIAL DATA

Rs. In Lacs

Particulars Current Year Previous Year

Total Income 1696.10 1227.83

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

Depreciation & Misc. Exp. Written off 15.06 14.46

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

Provision for Tax (3.20) (0.70)

Profit / (Loss) after Tax 7.64 (17.34)

TRANSFER TO RESERVE

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

DIVIDEND

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

MATERIAL CHANGES

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

DIRECTORS

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

AUDITORS

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

FIXED DEPOSITS

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

PARTICULARS OF EMPLOYEES

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

INFORMATION REGARDING CONSERVATION OF ENERGY

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

2)The accounting policies are consistently applied and reasonable. Prudent judgement and estimates are made so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year, and of the profits of the Company for that period.

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board

D.P.Sarda Chairman

Place : Bhiwadi Date : 2nd Sep. 2003


Mar 31, 2002

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

OPERATION

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

ACCOUNTS AND FINANCIAL DATA

Rs. In Lacs

Particulars Current Year Previous Year

Total Income 1227.83 1269.15

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

Depreciation & Misc. Exp. Written off 14.46 14.08

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

Provision for Tax (0.70) -

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

TRANSFER TO RESERVE

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

OUTLOOK

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

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

DIRECTORS

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

AUDITORS

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

FIXED DEPOSITS

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

PARTICULARS OF EMPLOYEES

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

INOFRMATION REGARDING CONSERVATION OF ENERGY

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

2) The accounting policies are consistently applied and reasonable. Prudent judgement and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the profits of the Company for that period.

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board

D.P.Sarda Chairman

Place : Bhiwadi Date : 2nd Sep., 2002

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