Directors Report of Integrated Proteins Ltd.

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their Twenty First Annual Report together with audited accounts of the Company for the year ended on 31st March, 2014.

DIVIDEND:-

With a view of accumulated losses, your Directors regret for their inability to recommend any divident for the year under Report.

REVIEW OF PERFORMANCE AND BUSINESS PROSPECTS: -

The Company has not carried the operational activities during the year under report, However, the Company has earned other income of Rs. 25,74,122.74 from interests, godown rent and other extra-ordinary items. Further, the company reported Net Profit of Rs. 11,01,153.92 as compared to the Net Profit of Rs. 16,06,116.67 of the previous year 2013-13.

LISTING FEES :-

Members are aware that the shares of the Company are listed on BSE Ltd, Mumbai. The Company has paid listing fees of Stock Exchange within prescribed time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As the Company is not carrying out any operations during the year, the particulars relating to conservation of energy as prescribed under Section 217 (1) (e) are not required to be disclosed. The Company is making attempts to minimize the consumption of energy at its administrative office. The Company has neither incurred any expenditure nor generated income in foreign currency during the year under review. The Company has not acquired any technology during the year.

EMPLOYEES DETAILS :

There are no employees in the Company drawing remuneration more than Rs. 5 Lacs per month or 60 Lacs per annum, the limits specified in the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011.

DIRECTORS:

Shri Piyushbhai Vora, Director of the Company, is liable to retire by rotation at the ensuring Annual General Meeting and being eligible offer himself for reappointment. Further, the Board had appointed Mr. Bhalchandra Vyas and Mr. Vijay Dattani, as Non Executive Independent Directors w.e.f. 20th August, 2014. They both, being eligible, offer themselves for reappointment.

Shri Chandrasinh C Udeshi, Shri B H Vyas, and Shri Vijay Dattani, are Non- Executive Independent Directors of the Company. In addition to new provisions of the Companies Act, 2013 made applicable w.e.f. April 1, 2014, the Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing Agreement inter alia stipulating the conditions for the appointment of independent directors by a listed company. It is proposed to appoint Shri Chandrasinh C Udeshi, Shri B H Vyas, and Shri Vijay Dattani as Independent Directors under Section 149 of the Act and Clause 49 of the Listing Agreement to hold office for term of 3 (three) years from 30th September, 2014 to 29th September, 2017.

DEMATERILISATION OF SHARES OF THE COMPANY:

The securities of the Company are admitted in Central Depository Services (India) Ltd (CDSL) and National Securities Depository Limited (NSDL). The ISIN allotted to the equity shares of the Company is INE177M01013. Members are requested to contact their respective depository participant for dematerialization of shares held by them.

AUDITORS:

M/s. D S Varia & Co., Chartered Accountants, Jamnagar who are the Statutory Auditors of the Company, hold office in accordance with the provisions of the Act., till the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment, M/s. D S Varia & Co., Chartered Accountants has sought the reappointment and has confirmed that their re-appointment if made shall be with in the limits as per provisions of the Companies Act, 2013.

The Audit committee and the Board of Directors recommended the reappointment of M/s. D S Varia & Co. Chartered Accountants, as the Statutory Auditors of the Company for the fiscal year ending on March, 31 2015.

REPLY TO AUDITORS'' REMARKS:

Auditors have observed that the going concern status of the Company is affected due to sale of plant & machineries. The Board would like to clarify that the management had already explored the new avenues of business and in the coming years, the Company will regain its operations & profitability.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, and based on the representations received from the operating management, the Directors hereby confirm that:

(a) in the preparation of the annual accounts for the Financial Year 2013-2014, the applicable accounting standards have been followed and there are no material departures.

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

(c) that the Directors have 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) that the Directors have prepared the annual accounts on a going concern basis and the Company had already started exploring new avenues of business

CORPORATE GOVERNANCE:

Your Company has always made efforts at its best to adhere to with provisions of Corporate Governance as stipulated by the SEBI in its full spirit. A detailed report on Corporate Governance is attached to this Report. Further a Certificate obtained from M/s D S Varia & Co., Chartered Accountants, & the Statutory Auditors of the Company, is annexed to this Report about the compliance of Corporate Governance.

ACKNOWLEDGEMENT:

We acknowledge with the contribution made by the employees and bankers in the past years and hope to have the same support in forthcoming years also.

By Order of the Board of Directors For, INTEGRATED PROTEINS LIMITED,

(ARVIND K. SHAH) Chairman & Managing Director

Date: 20/08/2014 Place: Jamangar

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Mar 31, 2013

To, The Members of the Company,

The Directors have pleasure in presenting their Twentieth Annual Report together with audited accounts of the Company for the year ended on 31st March, 2013.

FINANCIAL RESULTS :

PARTICULARS 2012-13 2011-12 (Amount in Rs.) (Amount in Rs.)

Total Income 2390882.84 1091426.23

Depreciation & Amortization 223036.63 235093.00

Other Expenses 536582.00 364676.00

Profit / (Loss) Before Tax (PBT) 1606116.67 2119324.61

Taxation Nil Nil

Profit/(Loss) After Tax (PAT) 1606116.67 2119324.61

Balance Carried forward to the Balance Sheet (13133966.06) (14740082.73)



DIVIDEND:-

With a view of accumulated losses, your Directors regret for their inability to recommend any divi- dend for the year under Report.

REVIEW OF PERFORMANCE AND BUSINESS PROSPECTS:-

The Company has not carried the operational activities during the year under report. However, the Company has earned other income of Rs. Rs.23,90,882.84, from interests, godown rent and other extra - ordinary items. Further, the Company reported Net Profit of Rs.16,06,116.67/- as compared to the Net Profit of Rs.21,19,324.61 of the previous year 2011-12.

LISTING FEES :-

Members are aware that the shares of the Company are listed on BSE Ltd, Mumbai. The Company has paid listing fees of Stock Exchange within prescribed time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARING AND OUTGO

As the Company is not carrying out any operations during the year, the particulars relating to conservation of energy as prescribed under Section 217 (1) (e) are not required to be disclosed. The Company is making attempts to minimize the consumption of energy at its administrative office. The Company has neither incurred any expenditure nor generated income in foreign currency during the year under review. The Company has not acquired any technology during the year.

EMPLOYEES DETAILS :

There are no employees in the Company drawing remuneration more than Rs. 5 Lacs per month or 60 Lacs per annum, the limits specified in the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011.

DIRECTORS:

Shri Rajeshbhai Dhruv, Director, who is liable to retire by rotation, offers himself for reap- pointment.

DEMATERILISATION OF SHARES OF THE COMPANY :

The securities of the Company are admitted in Central Depository Services (India) Ltd (CDSL) and National Securities Depository Limited (NSDL). The ISIN allotted to the equity shares of the Company is INE177M01013. Members are requested to contact their respective deposi- tory participant for dematerialization of shares held by them.

AUDITORS :

M/s. D S Varia & Co., Chartered Accountants, Jamnagar retiring Auditors of the Company, being eligible for reappointment, offers themselves for reappointment. Members are requested to reappoint them as auditors of the Company to hold office from the conclusion of ensuing General Meeting until the conclusion of the next Annual General Meeting of the Company, and to fix their remuneration.

REPLY TO AUDITORS'' REMARKS:

Auditors have observed that the going concern status of the Company is affected due to sale of plant & machineries. The Board would like to clarify that the management had already explored the new avenues of business and in the coming years, the Company will regain its operations & profitability. Further, as regards to loans taken from some parties, the neces- sary actions are already in progress for final settlement of repayment of loans.

DIRECTORS'' RESPONSIBILITY STATEMENT :

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

(a) that in preparation of the annual accounts, the applicable accounting standards have been followed;

(b) that the Directors have selected such accounting policies and applied them consis- tently 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 finan- cial year and of the profit or loss of the Company for that period;

(c) that the Directors have taken proper and sufficient care for the maintenance of ad- equate accounting records in accordance with the provisions of this Act for safeguard- ing the assets of the Company and for preventing and detecting fraud and other irregu- larities;

(d) that the Directors have prepared the annual accounts on a going concern basis and the Company had already started exploring new avenues of business

CORPORATE GOVERNANCE :

Your Company has always made efforts at its best to adhere to with provisions of Corporate Governance as stipulated by the SEBI in its full spirit. A detailed report on Corporate Gover- nance is attached to this Report. Further a Certificate obtained from M/s D S Varia & Co., Chartered Accountants, & the Statutory Auditors of the Company, is annexed to this Report about the compliance of Corporate Governance.

SECRETARIAL AUDIT:

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit has been carried out at the specified periodicity by M/s. MJP Associates, Company Secretaries, Rajkot. The findings of the Secretarial Audit Report were satisfactory.

ACKNOWLEDGEMENT:

We acknowledge with the contribution made by the employees and bankers in the past years and hope to have the same support in forthcoming years also.



By order of the Board of Directors

For, INTEGRATED PROTEINS LIMITED,



Date : 24/05/2013

Place : Jamangar

(ARVIND K. SHAH)

Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting their Seventeenth Annual Report together with audited accounts of the Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS :

PARTICULARS 2009-10 2008-09

particulars. (Amount in Rs.) (Amount in Rs.)

Total Income 5,10,746.27 6,65,811.00

Total Expenditure excluding depreciation, interest & taxation 5,25,490.00 5,65,878.60

Profit (loss) before depreciation, interest & taxation (14,743.73) 99.932.40

Depreciation 13,34,852.00 13,36,706.00

Taxation NIL 8.00

Net Profit (Loss) (13,49,595.73) (12,36,781.60)

DIVIDEND:

With a view of loss during the year under consideration, your Directors regret for their inability to recommend any dividend for the year.

REVIEW OF PERFORMANCE AND BUSINESS PROSPECTS:

As you all are aware that the Company is not making any activities since the last few years. Total income has been generated out of godown rental income and interest income only. During the year under review, the Company has earned total income of Rs. 5,10,746.27 as compared to Rs. 6,65,811 in previous fiscal 2008-09. The net loss of Company is Rs. 13,49,595.73 during the year under Report as compared to Rs 12,36,781.60 in last fiscal.

LISTING FEES:

Members are aware that the shares of the Company are listed on The Bombay Stock Exchange Ltd, Mumbai, The Company has paid listing fees of Stock Exchange within prescribed time.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARING AND OUTGO:

As the Company is not carrying out any operations since last few years, the particulars relating to conservation of energy as prescribed under Section 217(1)(e) are not required to be disclosed. The Company is making attempts to minimize the consumption of energy at its administrative office. The Company has neither incurred any expenditure nor generated income in foreign currency during the year under review. The Company has not acquired any technology during the year.

EMPLOYEES DETAILS:

No person was employed in a Company at a remuneration of not less than Rs. 24.00 lacs per annum or Rs. 2.00 lacs per month. Hence the disclosure under section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975, is not required to be made.

DIRECTORS:

Shri Arvind Shah, and Shri Chandrakant Udeshi, Director, of the Company are liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers themselves for reappointment.

AUDITORS:

M/s. B. H. Vyas & Co., Chartered Accountants, retiring Auditors of the Company, being eligible for reap- pointment, offers themselves for reappointment. Members are requested to reappoint them as auditors of the Company to hold office from the conclusion of ensuing General Meeting until the conclusion of the next Annual General Meeting of the Company, and to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(a) that in preparation of the annual accounts, the applicable accounting standards have been followed;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgements 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;

(c) that the Directors have 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) that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your Company has always made efforts at its best to adhere to with provisions of Corporate Governance as stipulated by the SEBI in its full spirit. A detailed report on Corporate Governance is attached to this Report. Further a Certificate obtained from M/s B. H. Vyas & Co., Chartered Accountants, & the statutory Auditors of the Company, is annexed to this Report about the compliance of Corporate Governance.

SECRETARIAL AUDIT:

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit has been carried out at the specified periodicity by M/s. MJP Associates, Company Secretaries, Rajkot. The findings of the Secretarial Audit Report were satisfactory.

ACKNOWLEDGEMENT:

We acknowledge with thanks the contribution made by the employees and bankers in the functioning of the Company during the period under consideration and hope to have it continuously in future too.

Date : 28/05/2010 By order of the Board of Directors

Place: Jamangar For, INTEGRATED PROTEINS LIMITED,

(ARVIND K. SHAH)

Chairman & Managing Director

---

Mar 31, 2009

The Directors have pleasure in presenting their Sixteenth Annual Report together with audited accounts of the Company for the year ended on 31st March, 2009.

FINANCIAL RESULTS :

2008-09 2007-08 PARTICULARS (Amount in Rs.) (Amount in Rs.)

Total Income 6,65,811.00 10,02,292.00

Total Expenditure excluding depreciation, interest & taxation 5,65,878.60 9,08,726.03

Profit (loss) before depreciation, interest & taxation 99.932.40 93.565.97

Depreciation 13,36,706.00 13,39,369.00

Interest NIL NIL

Taxation 8.00 75.00

Net Profit (Loss) (12,36,781.60) (12,45,803.03)

DIVIDEND:

With a view of loss during the year under consideration, your Directors regret for their inability to recom- mend any dividend for the year.

REVIEW OF PERFORMANCE AND BUSINESS PROSPECTS:

As you all are aware that the Company is not making any activities since the last few years. Total income has been generated out of godown rental income and interest income only. During the year under review, the Company has earned total income of Rs. 6,65,811 as compared to Rs. 10,02,292 in previous fiscal 2007-08. The Company is minimizing its expenses to reduce the accumulated losses. The net loss of Company is Rs. 12,36,781.60 during the year under Report as compared to Rs 12,45,803.03 in last fiscal.

LISTING FEES:-

Members are aware that the shares of the Company are listed on The Mumbai Stock Exchange Ltd, Mumbai, and the Saurashtra & Kutch Stock Exchange Ltd., Rajkot. The Company has paid listing fees at both Stock Exchanges within prescribed time.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARING AND OUTGO

As the Company is not carrying out any operations since last few years, the particulars relating to conser- vation of energy as prescribed under Section 217(1)(e) are not required to be disclosed. The Company is making attempts to minimize the consumption of energy at its administrative office. The Company has neither incurred any expenditure nor generated income in foreign currency during the year under review. The Company has not acquired any technology during the year.

EMPLOYEES DETAILS:

No person was employed in a Company at a remuneration of not less than Rs. 24.00 lacs per annum or Rs. 2.00 lacs per month. Hence the disclosure under section 217(2A) read with the Companies (Particu- lars of Employees) Rules, 1975, is not required to be made.

DIRECTORS:

CA Rajesh Dhruv, Director, of the Company are liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers themselves for reappointment.

AUDITORS:

M/s B. H. Vyas & Co., Chartered Accountants, retiring Auditors of the Company, being eligible for reap- pointment, offers themselves for reappointment. Members are requested to reappoint them as auditors of the Company to hold office from the conclusion of ensuing General Meeting until the conclusion of the next Annual General Meeting of the Company, and to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(a) that in preparation of the annual accounts, the applicable accounting standards have been followed;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgements 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;

(c) that the Directors have 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) that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your Company has always made efforts at its best to adhere to with provisions of Corporate Governance as stipulated by the SEBI in its full spirit. A detailed report on Corporate Governance is attached to this Report. Further a Certificate obtained from M/s B. H. Vyas & Co., Chartered Accountants, & the statutory Auditors of the Company, is annexed to this Report about the compliance of Corporate Governance.

SECRETARIAL AUDIT:

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit has been carried out at the specified periodicity by Report M/s. MJP Associates, Company Secretaries, Rajkot. The findings of the Secretarial Audit Report were satisfactory.

ACKNOWLEDGEMENT:

We acknowledge with thanks the contribution made by the employees and bankers in the functioning of the Company during the period under consideration and hope to have it continuously in future too.

Date : 30/06/2009 By order of the Board of Directors

Place : Jamangar For, INTEGRATED PROTEINS LIMITED,

(ARVIND K. SHAH)

Chairman & Managing Director