Directors Report of Saptarishi Agro Industries Ltd.

Mar 31, 2018

To,

The Shareholders,

SAPTARISHI AGRO INDUSTRIES LIMITED

The Directors are pleased to present the 26^th Annual Report on the affairs of the Company along with the Audited Financial Statements and Auditor’s Report for the year ended on March 31, 2018.

1. Financial Highlights:

Highlights of Financial Results for the year are as under. (Amount in Rs.)

Sr.	Particulars	Standalone
No.		March 31, 2018	March 31, 2017
1	Sales	6,61,65,000	7,74,000
2	Operating & Other Income	8,34,810	14,38,195
3	Total Revenue	6,70,00,219	22,12,195
4	Profit Before Interest, Depreciation, Exceptional Items and Taxes (EBIDTA)	(5,67,684)	2,83,210
5	Interest and Financial Cost	5244	5,108
6	Depreciation and Amortization	35,52,892	37,14,790
7	Exceptional items	0	12,49,136
8	Extraordinary Items	0	2,52,542
9	Profit / (Loss) Before Taxation (PBT)	(41,25,820)	(49,38,366)
10	Tax Expenses	0	0
10	Profit / (Loss) After Taxation (PAT)	(41,25,820)	(49,38,366)

*Figures are rounded off

2. Issue of Equity Shares:

The Paid-up Equity Share Capital of the Company as on 31^st March, 2018 is Rs. 34,02,20,420/- comprising of 34,02,20,42 shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares.

3. Dividend:

Looking to the current financial and resources of the company, your director has not recommended any dividend on shares of the company.

4. Transfer to General Reserves:

Looking to the losses no amount is appropriated from Profit and Loss Account and transferred to any Reserve Account.

5. Website:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Company has maintained a functional website namely “http://www.saptarishiagro.com/“ containing basic information about the Company. eg. details of business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company.

6. Board of Directors and Key Managerial Personnel:

Directors:

The Board places on records its deep appreciation of the valuable services rendered as well as guidance provided by the directors during the year.

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been change in the position of Board of Directors as on March 31, 2018 is as follows:

DIN/DPID/ PAN	FULL NAME	DESIGNATION	DATE OF APPOINTMENT
02517567	Krunal Ravjibhai Patel	Chairman	02/08/2017
02721107	Rushabh Ravjibhai Patel	Managing Director	02/08/2017
00310385	Ravjibhai Nagarbhai Patel	Director and CFO	02/08/2017
02632656	Indiraben Ravjibhai Patel	Woman Director	13/11/2017
00577625	Arvind Kalra	Director	29/08/2003
00182214	Bangaru Ramakrishnan	Nominee Director	30/07/2005
02526495	Rajendra Prasad Tewari	Independent Director	28/06/1994
07684123	Devendrakumar Harilal Patel	Independent Director	13/11/2017
07927616	Bipin Javanlal Parekh	Independent Director	13/11/2017
00387060	Janayash Nareshbhai Desai	Independent Director	13/11/2017

The Board consists of ten members as on March 31, 2018, three of them are Non-Executive and Non-Independent Directors, One of them is Nominee Director, two of them are Executive Director and remaining four are Independent Directors.

Mrs. Indiraben Patel, Mr. Devendra Patel and Mr. Bipin Parekh were appointed as an Additional Director(Category-Non Executive) by the Board at its meeting held on 13^th November, 2017.

Mr. Ravjibhai Patel, Chief Financial Officer and Mr. Chetan Solanki, Company Secretary of the Company are the Key Managerial Personnel at the 31^st March, 2018 as per the provisions of the Companies Act, 2013 and are holding office after the commencement of the Companies Act, 2013.

Mr. Ravjibhai Patel, Chief Financial Officer and Mr. Chetan Solanki, Company Secretary was appointed on 29^th January, 2018.

7. Number of Board Meetings:

The Board met Four times during the Financial Year 2017-18 under review. The details of board meeting and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this report.

8. Independent Directors’s Meeting:

The Independent Directors met without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non- Executive Directors and assessed the quality and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

9. Human Resource Development:

The Company continued to make significant progress on strengthening HR Processes and practices to build organization for current as well as future sustainability during the year. The Company focuses on providing individual development and growth in a professional work culture that ensures high performance. The Company has concentrated on enhancing capability of employees that ultimately helps achieving better standards of operations.

10. Adequacy of Internal Control System:

The Company has proper and adequate system of internal controls which ensures that all assets are safeguarded against loss from unauthorized use or disposition and all the transaction are authorized, recorded and reported correctly. Regular internal audits and checks are carried out to provide assurance that the responsibilities at various levels are discharged effectively and that adequate systems are in existence. The management continuously reviews the internal control systems and procedure for efficient conduct of business.

11. Corporate Social Responsibility Committee, Policy and Initiatives taken during the year and reasons for not spending the money:

Section 135 of the Companies Act, 2013 and framed Rules thereunder provides that certain Companies are require to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending the amount.

The company is not covered under section 135 of the companies Act 2013 and the Rules framed thereunder for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability, of section 135 of the Act. Hence CSR report is not attached herewith.

12. Subsidiary, Joint-venture and Associate Companies:

The Company does not have any subsidiary, Joint Venture or Associate Company.

13. Deposits:

Pursuant to Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted or renewed any public deposits during the year.

14. Auditors:

Statutory Auditors

Pursuant to the provision of Section 139 of the Companies Act,2013 read with rules made thereunder, M/s Mayur Shah and Associates, Chartered Accounts, (Firm Registration No. 106125W), were appointed as statutory Auditor of the Company to hold office till conclusion of the 31^st Annual General Meeting(AGM) of the Company to held in the year 2023.

Cost Auditors

Pursuant to the Companies (Cost records and Audit) Rules, 2014, maintaining the cost records, and Appointment of Cost Auditor is not applicable to our Company.

Secretarial Auditors

In terms of Section 204 of the Act and Rules made there under, Mr. Chirag Shah, Chirag Shah & Associates, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed to this report.

15. Committees of the Board

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulation and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

16. Management Discussion And Analysis Report:

Your attention is drawn to the perception and business outlook of your management for your Company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report, as required under Regulations 34 of the SEBI (LODR) Regulations, 2015 with the Stock Exchange is attached and forms part of this Directors’ Report Annexure A.

17. Auditors’ Report::

Statutory Auditors:

The Auditors’ Report contains qualifications, reservations or adverse remarks mentioned blow.

Qualification 1

During the audit process, it was found that there are certain cash expenses which are not backed by supporting vouchers and/or bills particularly for the period from 01/04/2017 to 30/09/2017 and this raises issue of genuineness of expenses incurred during this period.

Management’s Views on Qualification 1

While going through the audit process it was found that there are certain cash expenses which do not have any voucher support or bills etc for confirmation of expense more particularly these expenses, relates to the period from 01/04/2017 to 30/09/2017 where ex-management was in charge. However, considering nature of expenses and amounts, the Committee believe them to be real expenses and recommended the Board to approve the same.

Qualification 2

During the audit process, it was also observed that, there are differences in closing balances as on 31/03/2017 of certain accounts and corresponding opening balances as on 01/04/2017 in the books of the company which are yet to be reconciled and/or explained by the management.

Management’s Views on Qualification 2

There is one bank account in the books but there is no information about the location of the Branch. Therefore, the company could not obtain the statement. There are some ledgers in which opening balance differences have been observed and the company and the new management is in process of its reconciliation.

18. Particulars of Loans, Guarantees and Investments:

There are no materially significant Related Party Transactions executed between the Company and its Promoters, Directors, key Managerial Personnel or other designated persons, that may have a potential conflict with the interest of the Company at large. Accordingly disclosure to be provided in AOC-2 is not enclosed.

19. Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to departures, if any;

b) That such accounting policies have been selected and applied consistently and judgments and estimates have been made 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 loss of the Company for that period;

c) That proper and sufficient care has been taken 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;

d) That the annual financial statements are prepared on a going concern basis;

e) That proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

20. Familiarization Program for Independent Directors:

The Directors were introduced to all the Board members and the senior management personnel as Chief Financial Officer, Company Secretary and various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director.

21. Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board &committees, exercise & competencies, performance of specific duties & obligation, contribution at the meeting and otherwise, independent judgment governance issues etc.

22. Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report instances of unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct to the management. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. No whistle blower has been denied access to the Audit Committee of the Board. The Whistle Blower Policy/Vigil Mechanism is available on the website of the Company.

23. Related Party Disclosure:

All the Related Party Transactions entered into during the financial year were on arm’s length basis and were in ordinary course of business. The Company has not entered into any transactions with Related Parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Thus, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

24. Corporate Governance:

The Company is committed to the adoption of best Corporate Governance practices and the management is of the view that a good Corporate Governance policy is one which results in the control of the Company in a regular manner, which makes management transparent, ethical, accountable and fair resulting in enhanced shareholders’ value. The management is pleased to provide detailed disclosures of specific matters forming part of guidelines for Corporate Governance. The said report forms part of this report Annexure B.

26. Extracts of Annual Return:

As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014, the Extract of Annual Return in Form No. MGT 9 forms part of this report Annexure C.

27. Disclosure Requirements:

As per SEBI Listing Regulations, Corporate Governance Report with Certificate thereon and Management Discussion and Analysis are attached, which forms part of this report as an annexure.

28. Conservation of Energy, Technology Absorption and Foreign Exchange Earning / Outgo:

There is no production during the year therefore no use of energy and technology. During the year company has not any foreign earning or outgo.

29. Particular of Employees:

The ratio of remuneration of each Director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Annual Report.

The details as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 there is no employee (except Managing Director, CFO, CEO and CS) in the Company employed throughout the financial year and no employee has salary above Rs. 1 Crore 2 lacs per annum or employed in part of the financial year with average salary above Rs. 8.5 lacs per month.

30. Acknowledgements:

The members of the Board of Directors wish to place on record their sincere appreciation for the devoted services rendered by Directors and the continued co-operation and confidence of shareholders. The Board expresses their sincere thanks to the Bankers, Government and all other well wishers for their consistent contribution at all levels to ensure that the Company continues to grow and excel.

For & By order of the Board,

Saptarishi Agro Industries Limited

Krunal Patel

Date : 13 August, 2018 Chairman

Place : Ahmedabad DIN: 02517567

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting twenty-third Annual Report on the business and operations of the Company together with the audited Statement of Accounts for the year ended 31st March 2015.

OPERATIONS:

Your company could not restart manufacturing activity of mushroom cultivation due to shortage of electricity. Management could not take up the idea of mushroom cultivation in the hills of Nilgiries as it was contemplating upon as the prefeasibility studies indicated a need for first establishing pilot operations before venturing in shifting the project location. Further due to continued losses of the existing unit, unavailability of adequate staff and absence of regular revenues, the cash crunch became main obstacle to go ahead undeterred on this thinking. Even though company has expertise in successful handling of mushroom business, in the new scenario of increased costs, and inadequate resources this idea remained on paper.

Even in absence of any production activity, and with a disconnected electricity supply, company depended on generators to provide electricity for lighting during night, required basically for security of the premises. The same arrangement continues to date. Your company sold spent compost to generate income but this was highly inadequate to meet the negligible expenses on account of cost of diesel for operating generators for night lighting, salary of security guards, salary & wages, statutory compliance, basic minimum repairs, and other expenses on account of professional fees, etc.

The need to shift the unit to hilly area was finalized and the Resolution pursuant to Section 192A of the companies Act, 1956 was passed on 1.11.2013. However as on date the unit is still not yet shifted to Hills, as management has not found a serious buyer for the purchase of Assets at prevailing rates. All the machinery and other infrastructure have already lived their life and further have been badly deteriorated as no maintenance care could be provided to during last more than 4 years.

The mushroom growing process is biological and continuous in nature and it needs a supportive climate. Your company has expertise to produces fresh button mushrooms round the year. Company has no turn over from Fresh Mushrooms and during the year under review there was a nominal turnover of Rs. 6.22 lacs on account of sales of spent compost. Company made use of its spent compost which is end residue of the mushroom growing process to generate small revenue.

The summary of the financial results for the year ending 31st March 2015 is presented here in below.

FINANCIAL RESULTS

Particulars Amount As Amount As on 31.03.15 on 31.03.14 (in Rs.Lakhs) (in Rs.Lakhs)

Gross Turnover & Other Income 20.10 21.66

Profit/(Loss) before Depreciation (11.17) (25.95)

Depreciation 39.83 49.32

Profit/(Loss) before Tax (51.00) (75.27)

Provision for Taxation 0 0

Net profit / ( Loss) for the period (51.00) (75.27)

Balance B/F (2843.64) (2768.37)

Adjustment of Depreciation 3.45 0

Profit/(Loss) Balance C/F (2891.19) (2843.64)

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACIES

The company has adequate system of internal controls to ensure that all assets are safeguard, transactions are authorized, optimum utilization of resources, and costs are controlled and reporting of financial transactions and compliance with applicable law and regulations. The Company has suitable internal control system commensurate with the size of the Company and nature of its business.

LIKELY DEVELOPMENTS IN HR / INDUSTRIAL RELATIONS

Company has not recruited employees during the year. In absence of any regular activity they would have been idle and wasted. As the alternate site is not yet finalized and as such there is no need of employees.

AUDIT COMMITTEE:

As per the requirement of Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement entered with the Stock Exchanges, your Company has constituted an Audit Committee

DIRECTORS:

As per the provisions of the Companies Act, 2013, Mr. Arvind Kalra, who is Non-Executive Director retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

As per clause No.120 of Article of Association of the company and Section 161(2) of companies Act, 2013 Mr. B. Rose Advocate is appointed as Alternate director for Chairman in the meeting of the board of directors held on 13.11.2015. He holds the office up till the conclusion of 23rd Annual General Meeting.

All independent directors have given declarations that they meet the criteria of independent directors as provided in the Section 149(6) of company's Act, 2013.

Mr. Sudhir Singhi, C.A. Independent Director has resigned (w.e.f. 23.07.2014), board appreciates his contributions of valuable services rendered by him during his tenure.

As per the provisions of section 149 of the companies, Act 2013, the amended Clause 49 of the Listing Agreement, the members of the company had at the AGM held on 29.09.2014, re-appointed the independent directors as mentioned below: he is not to retire by rotation

Name of Independent Date of Appointment Period of appointment Director

Dr. R. P.Tewari 28.06.1994 Up to the conclusion of 27th Annual General Meeting

As per the provisions of section 149 and Section 161 and other provisions applicable as per companies Act, 2013, the appointment of Mr. D.K. Yadav, and Miss Seema Saini as independent Director and Independent woman director respectively in the 23rd AGM to be held on 28th September, 2015, the details of their appointment and other Independent directors appointment and tenure are given below, . These directors are not to retire by rotation.

Name of Independent Date of Period of appointment Director Appointment

Mr. D.K.Yadav 30.09.2014 Up to the conclusion of 28th Annual General Meeting

Miss Seema Saini 30.03.2015 Up to the conclusion of 28th Annual General Meeting

DIVIDEND:

In view of huge accumulated losses, your Directors are not in a position to recommend any dividend this year

DEPOSITS:

During the year, your Company has neither invited nor accepted deposits from the public. in terms of the provisions of sections 73 to 76 of the Companies Act, 2013 read with the companies acceptance of deposit rules, 2014.

AUDITORS:

M/s. K. Mahaveer & Co., Chartered Accountants (Firm Registration No. 006740S), has confirmed their eligibility and willingness to accept office, if ratification is made by shareholders in the Annual General Meeting. The share holders of the company are requested to approve their appointment as Statutory Auditors of the company and authorize the Board of Directors to fix their remuneration.

INTERNAL AUDITORS:

The Board of Directors of the company has appointed Mr. ShashiKant Mishra (Chartered Accountant) as an Internal Auditor Pursuant to provisions of section 138 of the companies Act, 2013 for the Financial Year 2015-2016.

SECRETARIAL AUDITORS:

The Board of Directors of the company has appointed Ms. Manisha Singhal, Practising Company Secretary (CP. No. 11424) as Secretarial Auditor pursuant to provisions of section 204 of the companies Act, 2013 for the Financial Year 2015-2016.

SECRETARIAL AUDITOR'S REPORT:

A Secretarial Audit Report given by Ms. Manisha Singhal, Practicing Company Secretary is being annexed in MR 3 Form. There is no qualification, reservation or adverse remark or disclaimer made by the Company Secretary in Practice in the Secretarial Audit Report.

STATUTORY AUDITOR'S REPORT:

Observations made in the Auditors' Report are self-explanatory except few points which have been explained in Clause (E) to Annexure to the director's report.

COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Nomination & Remuneration Committee has been constituted as per the requirements of companies Act, 2013 which shall formulate the policy for appointment of Directors and Remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters as provided under section 178(3) of the companies Act, 2013.

STAKEHOLDERS RELATIONS:

As per the requirement of Companies Act, 2013 a stakeholder relationship committee has been constituted.

CORPORATE GOVERNANCE:

The company aims to conduct its affairs in an ethical manner. A certificate from the Company's Auditors regarding the compliance of conditions of corporate Governance as stipulated under clause 49 is also annexed with the report.

LISTING OF SHARES & SEBI REGULATION:

The Equity shares of the company are listed on The Stock Exchange Mumbai.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 clause (C) of sub-section 3 of the Companies Act, 2013, your directors state;

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that 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 of the company for that period;

c. that 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 preventing and detecting fraud and other irregularities;

d. that the accounts have been prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

No employee is in receipt of remuneration in excess of limits prescribed under section 134 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 134 of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms a part of this report.

Disclaimer:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with stock Exchanges and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company's operations include economic conditions in the domestic and overseas markets on which company's performance is dependant. It may be materially influenced by changes in the Government regulations, tax laws, other statutes and other incidental factors on which company may have no control.

ACKNOWLEDGMENT:

Your Directors place on record their appreciation for the continued co-operation extended by its Bankers, Shareholders and employees of the Company.

BY ORDER OF THE BOARD for SAPTARISHI AGRO INDUSTRIES LIMITED

sd/- sd/- sd/- Place: Chennai B.Rose Arvind Kalra D.K.Yadav Date : 29.05.2015 Alternate Director Director Director for Chairman

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Mar 31, 2014

THE MEMBERS,

The Directors have pleasure in presenting their twenty second Annual Report on the business and operations of the Company together with the audited Statement of Accounts for the year ended 31st March 2014.

OPERATIONS:

Your company could not restart manufacturing activity of mushroom cultivation as the company is in process of setting up project in the hills of Nilgiries. After settlement of all employees in the immediate previous year and continued poor supply of electricity; management considered to start cultivation of mushrooms in the hills of Nilgiries. Hill have a natural cool climate and poses little threat to mushroom crops due to factors such as stoppage of Chillers because of failure of electricity supply. In fact the growing activity need not be supported by air-conditioning at an altitude above 2000 meters even in summer months.

Survey of locations in Hills at Kodaikanal, and Ooty were made to establish a unit in hills. However on account of continued losses and absence of regular revenues, the cash crunch became main obstacle to go ahead undeterred on this thinking. Even though company has expertise in successful handling of mushroom business, in the new scenario of increased funds requirement, and inadequate resources this idea remained to exist on paper.

Even in absence of any production activity, and with a disconnected electricity supply company depended on generators to provide electricity for lighting during night required basically for security of the premises. The same arrangement continues to date. Your company sold spent compost to generate income but this was highly inadequate to meet the needs. Company generated revenues by selling of steel scrap of growing room''s old racks, and machinery beyond any possible repairs to sustain regular expenses of diesel, security guards, salary and wages, statutory compliance, basic minimum repairs, etc.

Management further considered selling of its assets at the existing location and pursuant to Section 192A of the companies Act, 1956 share holders approved through postal ballot to pass resolution to dispose off assets of the company for the purpose of shifting unit to hills for restarting mushroom cultivation activity and further business.

The Resolution pursuant to Section 192A of the companies Act, 1956 was passed on 1.11.2013. However as on date the final decision is not yet arrived at as management has not found a serious buyer for the purchase of Assets at prevailing rates.

Most of the machinery and other infrastructure have already lived their life and further have been badly deteriorated as no maintenance care could be provided to during last more than 3 years.

The mushroom growing process is biological and continuous in nature and it needs a supportive climate. Your company has expertise to produces fresh button mushrooms round the year. Company has no turn over from Fresh Mushrooms and during the year under review there was a nominal turnover of Rs. 10.41 lacs on account of sales of spent compost. Company made use of its spent compost which is end residue of the mushroom growing process to generate small revenue on account of less demand from farmers

The summary of the financial results for the year ending 31st March 2014 is presented here in

below.

FINANCIAL RESULTS

Particulars Amount As Amount As on 31.03.14 on 31.03.13 (in Rs. Lakhs) (in Rs. Lakhs)

Gross Turnover & Other Income 21.66 11.01

Profit/(Loss) before Depreciation (25.95) (112.6)

Depreciation 49.32 113.40

Profit/(Loss) before Tax (75.27) (226.00)

Provision for Taxation 0 0

Net profit / (Loss) for the period (75.27) (226.00)

Balance B/F (2768.37) (2542.37)

Profit/(Loss) Balance C/F (2843.64) ( 2768.37)

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACIES

The company has adequate system of internal controls to ensure that all assets are safeguard, transactions are authorized, optimum utilization of resources, and costs are controlled and reporting of financial transactions and compliance with applicable law and regulations. The Company has suitable internal control system commensurate with the size of the Company and nature of its business.

LIKELY DEVELOPMENTS IN HR / INDUSTRIAL RELATIONS

Company has not recruited employees in place of the relieved ones as per the tripartite agreement arrived in the previous year. in absence of any regular activity as they will be idle and wasted. As the alternate site is not yet finalized there is no activity in the company. In the absence of need for employees further employees are not being recruited for time being.

AUDIT COMMITTEE:

As per the requirement of Section 292 A of the Companies (Amendment) Act, 2000 and Clause 49 of the Listing Agreement entered with the Stock Exchanges, your Company has constituted an Audit Committee

DIRECTORS:

In terms of the provisions of the Companies Act, 1956, Mr. Malvinder Singh retire by rotation and is eligible for re-appointment.

As per the requirement of companies Act, 2013 the Independent Director Dr. R.P.Tewari on the Board as on 1st April, 2014 shall be re-appointed for a tenure of 5 years and the same shall be confirmed at the ensuing Annual General Meeting.

Resignation of Mr. Sudhir Singhi was accepted in the meeting of Board of Directors held 23.07.2014. He has also resigned from the membership of Audit committee. Board takes on record the contributions made by Mr. Sudhir Singhi during his tenure as director of the company and member of Audit committee.

DIVIDEND:

In view of huge accumulated losses, your Directors are not in a position to recommend any dividend this year

DEPOSITS:

During the year, your Company has neither invited nor accepted deposits from the public in terms of the provisions of sections 58A and 58AA of the Companies Act, 1956.

AUDITORS:

M/s. K. Mahaveer & Co., Chartered Accountants (Firm Registration No. 006740S), retire at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re- appointed. The Audit Committee and the Board of Directors recommends the re-appointment as the Auditors of the Company for a period of five years. The share holders of the company are requested to approve their appointment as Statutory Auditors of the company for five years and authorize the Board of Directors to fix their remuneration.

INTERNAL AUDITORS:

The Board of Directors of the company has appointed Mr. ShashiKant Mishra (Chartered Accountant) as an Internal Auditor Pursuant to provisions of section 138 of the companies Act, 2013 for the Financial Year 2014-2015.

SECRETARIAL AUDITORS:

The Board of Directors of the company has appointed Ms. Swati Pandey, Practising Company Secretary (CP. No. 8696) as Secretarial Auditor pursuant to provisions of section 204 of the companies Act, 2013 for the Financial Year 2014-2015.

AUDITOR''S REPORT:

Observations made in the Auditors'' Report are self-explanatory except few points which have been explained in Clause (E) to Annexure to the director''s report.

COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Nomination & Remuneration Committee has been constituted as per the requirements of companies Act, 2013 which shall formulate the policy for appointment of Directors and Remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters as provided under section 178(3) of the companies Act, 2013.

STAKEHOLDERS RELATIONS:

As per the requirement of Companies Act, 2013 a stakeholder relationship committee is being constituted. Necessary disclosure in this regard shall made in next Directors Report.

CORPORATE GOVERNANCE:

The company aims to conduct its affairs in an ethical manner. A certificate from the Company''s Auditors regarding the compliance of conditions of corporate Governance as stipulated under clause 49 is also annexed with the report.

LISTING OF SHARES & SEBI REGULATION:

The Equity shares of the company are listed on The Stock Exchange Mumbai. Efforts are being made by promoters to reduce their holding to meet the requirement of maximum promoters holding of 75% of share capital.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors

state;

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that 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 of the company for that period;

c. that 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 preventing and detecting fraud and other irregularities;

d. that the accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

Management analysis and review report mention in Corporate Governance report.

PARTICULARS OF EMPLOYEES:

No employee is in receipt of remuneration in excess of limits prescribed under 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms a part of this report.

Disclaimer:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with stock Exchanges and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company''s operations include economic conditions in the domestic and overseas markets on which company''s performance is dependant. It may be materially influenced by changes in the Government regulations, tax laws, other statutes and other incidental factors on which company may have no control.

ACKNOWLEDGMENT:

Your Directors place on record their appreciation for the continued co-operation extended by its Bankers, Shareholders and employees of the Company.

BY ORDER OF THE BOARD for SAPTARISHI AGRO INDUSTRIES LIMITED

sd/- sd/- sd/- sd/- Place: Chennai Dilsher Singh Dr.R.P.Tewari Sudhir Singhi Arvind Kalra Date : 23.07.2014 Managing Director Director Director Director

---

Mar 31, 2013

To THE MEMBERS,

The Directors have pleasure in presenting their Twenty frst Annual Report on the business and operations of the Company together with the audited Statement of Accounts for the year ended 31st March 2013.

OPERATIONS:

Your company had very tough period during the year ended 31st March 2013, due to stoppage of all operations for last more than 2 years. Your company faced a major labour unrest immediately after the stoppage of process of growing mushrooms. The Industrial disputes which were pending before various government departments on account of strike and fantastic compensation demands made by trade union was the major concern of the management. In this management maintained its stand. Ultimately an amicable settlement was arrived on 6th December 2012 by which workmen on the roll of company were settled as per provisions of Industrial dispute Act, 1947.

The restrictions and control measures of 40 % power cut continued in Tamil Nadu. For the reason of non availability of adequate quantity of power and quality services from Tamil Nadu Electricity Generation and Distribution Company Ltd, company could not venture in reconnection of its disconnected supply.

As a result of stoppage of production of mushrooms since February 2011, company has incurred a huge loss, factory is crippled with electricity disconnection, and pending repairs of its chillers & peripherals and, most importantly its transformers. The machinery and other infrastructure has been badly deteriorated as no maintenance care could be given to during last more than 2 years.

Your company has expertise to produces fresh button mushrooms round the year in controlled atmospheric conditions. Unfortunately worsened situation of electricity availability has rendered this activity totally unviable. The mushroom growing process is biological and continuous in nature and it needs a supportive climate of industrial relations to thrive, which is lacking in this place if we take a look at debacle every management faced in this place.

Your Company has NIL turn over from Fresh Mushrooms and during the year under review there was a nominal turnover of Rs. 1.88 lacs on account of sales of spent compost. The summary of the fnancial results for the year ending 31st March 2013 is presented here in below. Company is once again attempting to sell enriched organic manure by use of its spent compost which is end residue of the mushroom growing process.

Settlement with the workers shall allow management to think afresh on all facets of business and take a decision to stop losses and bring company in profts.

FINANCIAL RESULTS

Particulars Amount As Amount As on 31.03.13 on 31.03.12 (in Rs. Lakhs) (in Rs. Lakhs)

Gross Turnover & Other Income 11.01 24.06

Proft/(Loss) before Depreciation (112.6) (85.48)

Depreciation 113.40 114.03

Proft/(Loss) before Tax (226.00) (199.51)

Provision for Taxation 0 0

Net proft / ( Loss) for the prior period (226.00) (199.51)

Balance B/F (2542.37) (2342.86)

Proft/(Loss) Balance C/F (2768.37) (2542.37)

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACIES

The Company has adequate system of internal control relating to purchase of stores, raw materials, including components, plant and machinery, equipment and other similar assets and for the sale of goods. The Company has suitable internal control system commensurate with the size of the Company and nature of its business.

LIKELY DEVELOPMENTS IN HR / INDUSTRIAL RELATIONS

Employer Employee relationship between management and workers ended on the note of a tripartite settlement arrived on December 6th 2012.

AUDIT COMMITTEE:

As per the requirement of Section 292 A of the Companies (Amendment) Act, 2000 and Clause 49 of the Listing Agreement entered with the Stock Exchanges, your Company has constituted an Audit Committee with Mr. B. Ramakrishnan as Chairman and Mr. Sudhir Singhi and Dr .R .P. Tewari as members.

DIRECTORS: In terms of the provisions of the Companies Act, 1956, Mr. Dilsher Singh and Mr. B. Ramakrishnan retire by rotation and are eligible for re-appointment. As required by Clause 49 of the Listing Agreement, a brief resumes of them are included in the notice of the forthcoming Annual General Meeting.

DIVIDEND: In view of huge accumulated losses, your Directors are not in a position to recommend any dividend this year

DEPOSITS: During the year, your Company has neither invited nor accepted deposits from the public.

AUDITORS: M/s. K. Mahaveer & Co., Chartered Accountants, retiring auditors of the company hold offce till the conclusion of the Annual General Meeting and are eligible for reappointment. The share holders of the company are requested to approve their appointment as Statutory Auditors of the company and authorize the Board of Directors to fx their remuneration.

CORPORATE GOVERNANCE:

A separate report on corporate governance along with Auditor''s certifcate on its compliance is attached as Annexure to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors state;

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that 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 fnancial year and of the proft of the company for that period;

c. that the directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

Management analysis and review report mention in Corporate Governance report.

PARTICULARS OF EMPLOYEES:

No employee is in receipt of remuneration in excess of limits prescribed under 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms a part of this report.

Disclaimer:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with stock Exchanges and such statements may be "forward- looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company''s operations include economic conditions in the domestic and overseas markets on which company''s performance is dependant. It may be materially infuenced by changes in the Government regulations, tax laws, other statutes and other incidental factors on which company may have no control.

ACKNOWLEDGMENT:

Your Directors place on record their appreciation for the continued co-operation extended by its Bankers, Shareholders and employees of the Company

BY ORDER OF THE BOARD

for SAPTARISHI AGRO INDUSTRIES LIMITED

sd/- sd/- sd/- sd/-

Place: Chennai Dilsher Singh Dr. R. P. Tewari Arvind Kalra Sudhir Singhi

Date : 27.05.2013 Managing Director Director Director Director

---

Mar 31, 2012

The Directors have pleasure in presenting their Twentieth Annual Report on the business and operations of the Company together with the audited Statement of Accounts for the year ended 31st March 2012.

OPERATIONS:

Your Company had a very bad period during the year ended 31st March 2012. Entire process of cultivation of Button Mushrooms was continued to be halted due to workers illegal strike and industrial disputes arising out of it. Due to the reason of non availability of adequate supply of electricity supply from Tamil Nadu Electricity Generation and Distribution Company Ltd, company could not venture in reconnection of its disconnected supply.

Your company faced a major labour unrest immediately after the stoppage of process of growing mushrooms. Company's workers went on illegal strike refusing the partial lay-off to some workers who had no work. The strike lasted for 84 days. After lot of persuasions by management and conciliations at the office of Joint Commissioner of Labour on 2ndof May 2011, partial strength of workers reported to work.

As a result of stoppage of production of mushrooms since February 2011, company has incurred a huge loss, factory is crippled with electricity disconnection, and pending repairs of its chillers & peripherals and, most importantly its transformers. However due to Unavailability of un-interrupted electricity, recurring HR and IR issues, loss of peace and harmony in company premises as well as vicinity of its factory, etc have brought management to think to rest its activities of mushroom growing and allied works.

Your company has expertise to produces fresh button mushrooms round the year in controlled atmospheric conditions. Unfortunately worsened situation of electricity availability has rendered this activity totally unviable. The mushroom growing process is biological and continuous in nature and it needs a supportive climate of industrial relations to thrive, which is lacking in this place if we take a look at debacle every management faced in this place.

Your Company has no turn over from Fresh Mushrooms and during the year under review there was a nominal turnover of Rs. 6.22 lacs mainly on account of sales of spent compost. The summary of the financial results for the year ending 31st March 2012 is presented here in below. Company attempted to sell enriched organic manure by use of its spent compost which is end residue of the mushroom growing process. This alternate work activity was opposed by workers union and all workers of company are on strike on and from 15.03.2012. So far conciliation with the trade union have failed as workers continue to be away on strike demanding fancy compensation. Management is of the view that it will stick to the legal provisions of Industrial Dispute Act 1947, and exercise its right as employer in compliance with the procedures laid down in the Industrial Dispute Act 1947.A one time settlement with the workers shall allow management to think afresh on all facets of business and take a decision to carry on business on profitable path.

FINANCIAL RESULTS Amount As Amount As on 31.03.12 on 31.03.11

Particulars (in Rs. Lakhs) (in Rs. Lakhs)

Gross Turnover & Other Income 24.06 366.26

Profit/(Loss) before Depreciation (85.48) (166.93)

Depreciation 114.03 113.53

Profit/(Loss) before Tax (199.51) (280.46)

Provision for Taxation 0 0

Net profit / ( Loss) for the prior period (199.51) (280.46)

Balance B/F (2342.85) (2062.39)

Profit/(Loss) Balance C/F (2542.37) (2342.85)

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACIES

The Company has adequate system of internal control relating to purchase of stores, raw materials, including components, plant and machinery, equipment and other similar assets and for the sale of goods. The Company has suitable internal control system commensurate with the size of the Company and nature of its business.

LIKELY DEVELOPMENTS IN HR / INDUSTRIAL RELATIONS

Relations between the Management and the Labour went rough throughout the year under review. Management is considering various options for smooth running of company in future.

AUDIT COMMITTEE:

As per the requirement of Section 292 A of the Companies (Amendment) Act, 2000 and Clause 49 of the Listing Agreement entered with the Stock Exchanges, your Company has constituted an Audit Committee with Mr. B. Ramakrishnan. as Chairman and Mr. Sudhir Singhi, and Dr .R .P. Tewari, and as members.

DIRECTORS: In terms of the provisions of the Companies Act, 1956, Mr. Arvind Kalra retire by rotation and is eligible for re-appointment. As required by Clause 49 of the Listing Agreement, a brief resume of Mr. Arvind Kalra is included in the notice of the forthcoming Annual General Meeting.

DIVIDEND: In view of huge accumulated losses, your Directors are not in a position to recommend any dividend this year

DEPOSITS: During the year, your Company has neither invited nor accepted deposits from the public.

AUDITORS: M/s.K. Mahaveer & Co., Chartered Accountants, retiring auditors of the company hold office till the conclusion of the Annual General Meeting and are eligible for reappointment. The share holders of the company are requested to approve their appointment as Statutory Auditors of the company and authorize the Board of Directors to fix their remuneration.

CORPORATE GOVERNANCE:

A separate report on corporate governance along with Auditor's certificate on its compliance is attached as Annexure to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors state;

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that 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 of the company for that period;

c. that 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 preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts on a going concern basis. MANAGEMENT DISCUSSION & ANALYSIS Management analysis and review report mention in Corporate Governance report.

PARTICULARS OF EMPLOYEES:

No employee is in receipt of remuneration in excess of limits prescribed under 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms a part of this report.

Disclaimer:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with stock Exchanges and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company's operations include economic conditions in the domestic and overseas markets on which company's performance is dependant. It may be materially influenced by changes in the Government regulations, tax laws, other statutes and other incidental factors on which company may have no control.

ACKNOWLEDGMENT:

Your Directors place on record their appreciation for the continued co-operation extended by its Bankers, Shareholders and employees of the Company.

BY ORDER OF THE BOARD for SAPTARISHI AGRO INDUSTRIES LIMITED

sd/- sd/- sd/-

Place: Chennai Dilsher Singh Dr. R.P. Tewari Arvind Kalra

Date : 23.08.2012 Managing Director Director Director

---

Mar 31, 2010

The Directors have pleasure in presenting their Eighteenth Annual Report on the business and operations of the Company together with the audited Statement of Accounts for the year ended 31st March 2010.

OPERATIONS:

Your Company had a very difficult time during the year ended 31st March 2010. A prolonged Electricity shortage and restrictions on base demand had crippled the operations. It is only due strict follow up of control measures that company is able to continue its production activities.

Management has left no Government door un-knocked to seek relief from electricity restrictions but in vein so far. Your company produces fresh button mushrooms round the year in controlled atmospheric conditions.

The process is biological and continuous in nature. Mushroom cultivation is high-tech horticulture and needs uninterrupted electricity supply. Any interruption results in loss of control over process parameters with end result as total loss of crop performance.

Your Company has produced 897.510 Mts of Fresh Mushrooms and sold 862.752 Mts of out of the same, and thereby recorded a turnover of Rs. 629.827 lacs. The summary of the financial results for the year ending 31st March 2010 is presented here in below.

Primarily company has focused on adjusting its operations to the available electricity base demand and units viz-a-viz controlling expenditure.

FINANCIAL RESULTS:

Amount on 31.03.10 Amount As on 31.03.09 PARTICULARS (in Rs. Lakhs) (in Rs. Lakhs) Gross Turnover & Other Income 684.17 811.82

Profit/Loss) before Depreciation (15.43) 119.65

Depreciation 113.44 115.58

Profit / (Loss) before Tax (128.87) 4.07

Provision for Taxation - 0.43

Net Profit / (Loss) for the Period (128.87) 3.64

Balance B/F (1933.52) (1937.16)

Profit / (Loss) Balance C/F (2062.39) (1933.52) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACIES:

The Company has adequate system of internal control relating to purchase of stores, raw materials, including components, plant and machinery, equipment and other similar assets and for the sale of goods. The Company has suitable internal control system commensurate with the size of the Company and nature of its business.

LIKELY DEVELOPMENTS IN HR / INDUSTRIAL RELATIONS:

Relations between the Management and the Labour are cordial throughout the year under review. Management is positive and it has enhanced welfare expenditure to maintain harmony

AUDIT COMMITTEE:

As per the requirement of Section 292 A of the Companies (Amendment) Act, 2000 and Clause 49 of the Listing Agreement entered with the Stock Exchanges, your Company has constituted an Audit Committee with Mr. B. Ramakrishnan, as Chairman and Mr. Arvind Kalra and Dr .R .P Tewari as members

DIRECTORS:

In terms of the provisions of the Companies Act, 1956, Mr. Dilsher Singh and Mr. B. Ramakrishnan retire by rotation and are eligible for re-appointment. As required by Clause 49 of the Listing Agreement, a brief resume of Mr. Dilsher Singh and Mr. B. Ramakrishnan is included in the notice of the forthcoming Annual General Meeting.

DIVIDEND:

In view of huge accumulated losses, your Directors are not in a position to recommend any dividend this year

DEPOSITS:

During the year, your Company has neither invited nor accepted deposits from the public.

AUDITORS:

M/s.Singhi & Sudhir, Chartered Accountants, retiring auditors of the company have expressed inability to be re-appointed as Auditors of

the Company, they hold office till the conclusion of the Annual General Meeting .

Board wishes to take on record valuable services provided by M/s Singhi& Sudhir Char tered accoutnats, during their tenure as statutory auditors of the company.

The Company has received letter from M/s K. Mahaveer & Co., Chartered Accountants conveying their willingness for appointment as statutory auditors of the company. The share holders of the company are requested to approve their appointment as Statutory Auditors of the company and authorize the Board of Directors to fix their remuneration.

CORPORATE GOVERNANCE:

A separate repor t on corporate governance along with Auditors cer tificate on its compliance is attached as Annexure to this repor t.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors state; a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material depar tures; b. that 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 of the company for that period;

c. that 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 preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

Management analysis and review repor t mention in Corporate Governance report.

PARTICULARS OF EMPLOYEES:

No employee is in receipt of remuneration in excess of limits prescribed under 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms a par t of this repor t.

ACKNOWLEDGMENT:

Your Directors place on record their appreciation for the continued co-operation extended by its Bankers, Shareholders and employees of the Company.

BY ORDER OF THE BOARD for SAPTARISHI AGRO INDUSTRIES LIMITED

Place: Chennai

Date :02.09. 2010

sd/- sd/-

DILSHER SINGH BHINDER B. RAMAKRISHNAN MANAGING DIRECTOR DIRECTOR