Directors Report of Sunil Agro Foods Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors has pleasure in presenting the 27th Annual Report and Audited Statement of Accounts for the period ended 31 st March, 2015 together with the Independent Auditors' Report.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars 01.04.2014 01.04.2013 to to 31.03.2015 31.03.2014

Sales & Service 10548.02 13659.21

Profit before depreciation,

tax & financial charges 357.76 376.70

Less: Depreciation 98.10 79.22

Less: Finance Charges 158.95 147.30

Less: Provision for taxation

(net of deferred tax) 16.23 42.88

Profit After Taxation 84.47 107.30

Add: Profit & Loss account

Balance b/f 586.43 514.27

Less: Depreciation on assets 34.38 -

Profit available for Appropriation 636.52 621.56

Appropriation:

Amount transferred to

General Reserve - -

Proposed Dividend & Tax

thereon 18.02 35.13

Balance in Profit & Loss -

Account 618.50 586.43

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

The Company continued to perform under certain challenges and hurdles. Overall revenue dropped to some extent; however profitability was maintained. Higher depreciation as per the requirements of the Companies Act, 2013, was provided for.

The Company has undertaken expansion program which is expected to be completed by this year end and other avenues of business are being explored. The major concern will be on the closure of all noodle factories in India and Nestle (FSSAI) has been one of the major customers of the Company wherein the business has stopped.

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There was no material event reported subsequent to the date of financial statements.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

5. DIVIDEND:

Your Directors are pleased to recommend dividend of Re 0.50 per Equity Shares of the face value Rs 10/- (5%) which is provided for in the accounts absorbing a sum of Rs 15,01,450/- if approved by the members in the ensuing Annual General Meeting.

6. RESERVE:

The Board has not proposed to transfer any amount to its reserves.

7. SHARE CAPITAL:

The paid up Equity Share capital as on 31st March, 2015 was Rs. 300.29 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

8. PERFORMANCE OF THE COMPANY:

The Company continued to operate with an optimum mix of different resources. Business with General Means continued during the year under review. Timely refurbishing of accessories continued. Emergence of competition in the recent past is a cause of concern to your Company.

9. CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the criteria for the applicability of Section 135 of the Companies Act read with the Companies (Accounts) Rules, 2015, this clause is not applicable.

10. RISK MANAGEMENT:

The Company has formulated a Risk Management Policy and a mechanism to inform the Board about risk assessment and mitigation procedures. Also undertakes periodical review to ensure that executive management controls risks by means of a properly designed framework.

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy for vigil mechanism which is available on website of the Company and there were no cases reported during last Period.

http://www.sunilagro.in/sunil-agro-foods-whistle- blower-policy

12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JV:

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

13. DIRECTORS AND KMP:

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. B Shantilal, Managing Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for reappointment.

During the period Ms. Gayithri Sharikarappa has been appointed as Chief Financial Officer of the Company w.e.f. 26th May, 2014.

The Company is yet to appoint Company Secretary and efforts are on towards this direction.

The Company has formed Nomination and Remuneration Committee as per the requirements of Companies Act, 2013

14. INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. A VS Murthy has been appointed as Independent Director of the Company w. e. f. from 10th September, 2014 to hold office for five consecutive years for a term up to 31st March, 2019.

Mr. Shailesh Siroya has been appointed as Independent Director of the Company w.e.f. from 27th January, 2015 for five consecutive years for a term up to 26th January, 2020 which appointment is placed before the Shareholders at the Annual General Meeting..

More details on terms of appointment of Independent Directors can be viewed on website of the Company at:

http://www.sunilagro.in

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. During the period under review 4 Board Meetings we held on 26th May 2014, 30th July 2014,14th November 2014 and 27th January 2015.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

16. ANNUAL BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has established an annual performance evaluation of its own performance and the Individual Directors performance. The manner of evaluation has been explained in the Corporate Governance Report.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

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

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

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

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

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

18. INTERNAL FINANCIAL CONTROL:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

19. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual return in MGT-9 attached as a part of this Annual Report.

20. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from the public as defined under the provisions of Companies Act, 2013 and accordingly, there were no deposits which were due for repayment on or before 31 st March, 2015.

21. RELATED PARTY TRANSACTIONS:

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribed format, AOC 2 has been enclosed with the report.

22. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEENTHE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments between the end of the Financial Period and the Date of the Report, which affect the financial position of the Company.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY:

The Company has duly complied with the provision of Section 186 of the Companies Act, 2013 and it has taken:

Secured Loans: Rs. 13,12,44,128/-

Unsecured Loans: Rs. 65,70,316/-

Current/Non-Current Investments: Rs. 51,07,577/-

Guarantees: Nil

Securities Extended: Secured by the certain immovable properties of the Company, hypothecation by way of first charge on company's stock, book debts, plant and machinery and vehicles.

24. AUDITORS:

The Auditors, Messrs MSSV & Co., Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting. The Company has received a certificate under Section 141 of the Companies Act, 2013 from them that their appointment would be within the limits specified therein.

25. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijayakrishna KT, Bangalore, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed to this Report.

Explanations by the Board on the comments of Secretarial Auditor:

a) Regarding non-appointment of Company Secretary - The Company has infused efforts to recruit qualified Company Secretary; however, no suitable candidate could be recruited. One candidate who was given offer did not report for duty.

b) Regarding delay in filing returns with Stock Exchange - The delay occurred when the physical copies sent through courier were lost.

26. EXPLANATION BY BOARD ON THE COMMENTS

BY AUDITORS:

Auditors' Comment:

As per Accounting Policy number 2.8, the Company has valued the investment at cost. As on March 31, 2015 there is a fall in the value of investments to the extent of Rs.30.07 lacks. The Company has created provision for fall in the value of investment only to the extent of Rs.0.91 lakhs in the earlier years. The impact of non-provision for the fall in the value of investment is

* Profit is overstated to the extent of Rs.29.16 lacks and investment are overstated to the same extent

Board's Response:

The temporary nature of fluctuations in the capital market is the reason for valuing the investments at cost. In view of the adequate reserves and surplus available in the books of the Company, the Board has decided that no provisions are required.

27. RATIO OF REMUNERATION TO EACH DIRECTOR:

Details/Disclosures of Ratio of Remuneration to each Director to the median employee's remuneration is annexed to this report.

28. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Ltd where the Company's Shares are listed.

29. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from the Statutory Auditors/Practicing Company Secretary of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

30. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNALS IMPACTING GOING CONCERN STATUS OF COMPANY:

No order was passed by any court or regulator or tribunal during the period under review which impacts going concern status of the Company.

31. COMPOSITION OF AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE & STAKEHOLDERS RELATIONSHIP COMMITTEE:

Following are the composition of various Committees:

i) Composition of Audit Committee:

1. Mr. AVS Murthy - Chairman

2. Mr. Shailesh Siroya - Member

3. Mr. Pramodkumar S - Member

ii) Composition of Nomination and Remuneration Committee:

1. Mr. AVS Murthy - Chairman

2. Mr. Shailesh Siroya - Member

2. Ms. Pinky Jain - Member

iii) Composition of Stakeholders Relationship Committee:

1. Mr. AVS Murthy - Chairman

2. Mr. Shailesh Siroya - Member

2. Ms. Pinky Jain - Member

32. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of Energy:

1. Energy Conservation measures taken:

The Company has a system to monitor consumption of energy and all efforts for conservation of energy wherever possible are made and have installed Solar Energy lights in the plant. Energy efficient electric Tubes have been installed to save energy. The Company has also installed energy efficient meters controlling waste of power.

2. Additional investments and proposal being implemented for reduction and consumption of energy and the impact of the same in the cost of production of goods.

3. Energy Audit done

Investment was made in machinery designed for low energy consumption and such machinery was in operation in the period under review.

B) Technology Absorption: -

The Company is committed to maintaining its standard and high quality of its production and ° is constantly engaged in efforts to confer to the guaranteed customer satisfaction.

33. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in the Annexure forming part of the Report.

34. 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 & Redressal) 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:

No of complaints received: NIL

No of complaints disposed: NIL

35. ACKNOWLEDGEMENT:

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from Government of India, Government of Karnataka, Company's Bankers, Customers, Principals, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also.

By order of the board For SUNIL AGRO FOODS LIMITED

Place : Bangalore SHANTILALBANSILAL PRAMODKUMARS Date : 03-08-2015 Managing Director Executive Director

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Sixth Annual Report and the audited statements of accounts of the Company for the year ended 31st March, 2014. As notified by Mca Circular No. 1/19/2013-CL-V dated 04.04.2014, the Company has followed the Companies Act, 1956, in respect of the report.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars Year ended Year ended 31-03-2014 31-03-2013

Total Revenue 13659.21 10742.97

Profit before depreciation & tax 229.40 237.58

Less: Depreciation 79.22 70.13

Profit/(Loss) before tax 150.18 167.45

Less: Provision for tax 42.89 59.16

Profit/(Loss) after Tax 107.29 108.298

DIVIDEND :

With the surplus profit available with the Company, your Directors recommend Dividend of Re. 0.50 per Equity Shares of Rs. 10/- each (5%) on the fully paid up Equity Share Capital of the Company. The Dividend, if approved by the Shareholders at the ensuing Annual General Meeting shall absorb a sum of Rs. 15,01,450/- exclusive of Dividend Tax.

PERFORMANCE:

Your Company performed better during the year under report. A milestone of crossing Rs.100 Crores revenue was achieved during the year under report. This was made possible because of the following reasons:

Usage of refurbished machineries

Better rates of the wheat in Karnataka compared to other states and previous year.

Trading of wheat added to the turnover.

Increase in volume, higher revenue and better margin

Sustained Business with General Mills

Addition of new Customers.

Proposal to add new line (Additional infrastructure) to increase capacity and quality.

Continued investments on refurbishing of accessories

DIRECTORS:

Mr. AVS Murthy, Director, retires by rotation and being eligible, offer himself for re-appointment. In terms of the requirement of the new Companies Act, 2013, his appointment as Independent Director is proposed under Special Business.

Mrs. Pinky Jain, Non Independent Non Executive Director, retires by rotation as per the new Companies Act, 2013 and being eligible, offers herself for re-appointment.

AUDIT COMMITTEE:

During the year under report, the Audit Committee duly constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws and continued to discharge its functions.

AUDITORS:

Messrs MSSV & Co., Chartered Accountants, retire as Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

DEPOSITS:

The Company did not accept any deposits from public during the year and there was no outstanding deposit due for payment.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956 read with Companies (Compliance Certificate) Rules, 2001, the Board is pleased to enclose the Secretarial Compliance Certificate for the year ended 31st March, 2014 as part of this Report.

PARTICULARS OF EXMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

There were no employees drawing remuneration in excess of the limits prescribed under the above mentioned Section of the Act during the year.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

The information as required under the above Section is given in Annexure and forms part of the Report.

CORPORATE GOVERNANCE REPORT:

Your Company has implemented various measures of Corporate Governance aiming to assist the Management of the Company and to meet the obligations to Shareholders and towards enhanced transparency.

A report on Corporate Governance is given in Annexure and forms part of this Report.

INDUSTRIAL RELATIONS:

The relations with employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team sprit displayed by the employees at all levels.

There was no complaint lodged by any woman employee under Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013, with the Company during the period under report.

DIRECTORS'' RESPONSIBILITY STATEMENT :

The Directors have fulfilled their responsibility for the preparation of the accompanying financial statements by taking all reasonable steps to ensure that:

These statements have been prepared in conformity with the generally accepted accounting principles and appropriate accounting standards. Judgments and estimates that are reasonable and prudent have been made wherever necessary.

The accounting policies selected and applied consistently give a true and fair view of the financial statements. The Company has implemented internal controls to provide reasonable assurance of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties. The Company''s internal auditors conduct regular internal audits, which complement the internal controls. The Company''s Statutory Auditors Messrs. MSSV & Co., Chartered Accountants, Bangalore, have audited the financial statements in accordance with the generally accepted auditing standards and practices as indicated in their report.

Going Concern :

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

ACKNOWLEDGEMENTS :

Your Directors wish to place on record their gratitude to the customers, distributors, dealers, vendors, bankers and investors and employees for their continued and valued support.

By order of the board For SUNIL AGRO FOODS LIMITED

Place : Bangalore B. SHANTILAL PRAMOD KUMAR S Date : 30-07-2014 Managing Director Executive Director

---

Mar 31, 2012

The Directors are pleased to present the Twenty Fourth Annual Report and the audited statements of accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars Year ended Year ended 31-03-2012 31-03-2011

Total Revenue 7810.61 7657.25

Profit before depreciation & tax 166.45 106.90

Less: Depreciation 63.39 46.99

Profit/(Loss) before tax 103.06 59.91

Less: Provision for tax 29.73 15.17

Profit/(Loss) after Tax 73.33 44.74

Add: P & L A/c brought forward 332.65 287.91

Proposed Appropriations:-

Dividend & Tax - -

Balance Carried forward 405.98 332.65

DIVIDEND :

Your Directors have decided to retain the profit to strengthen the Company's financial stability to compete with the global competition and regret the inability to recommend any dividend.

PERFORMANCE:

There is a slight increase in the revenue of the Company from Rs. 76.57 Crores to Rs. 78.10 Crores and the profit before tax has increased from Rs. 59.91 Lakhs to Rs. 103.06 Lakhs, thanks to more effective management of resources and careful purchases. Despite higher interest costs, the profit of the Company has been increased marginally. The quantity of production has been increased by 5.7% as compared to that of previous year.

Considering the needs, your Company has made investments on storage infrastructure and also undertook upgradation of facilities.

Your Company has proposed to invest into Capital Expenditures during the current year. The intent is to establish additional capacity on milling and other processing to be imported from Alapala, leading machinery manufacturer based in Turkey.

The overall project cost is expected to be around Rs. 200 Lakhs.

DIRECTORS :

Mr. AVS Murthy and Mrs. Pinky Jain, Directors, retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Pramodkumar S, Executive Director of the Company, whose term will expire on 31st October, 2012 is proposed to be re-appointed as Executive Director for a period of 3 years from 1st November, 2012 to 31st October, 2015.

AUDIT COMMITTEE:

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

AUDITORS :

Messrs MSSV & Co., Chartered Accountants, retire as Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

DEPOSITS :

The Company did not accept any deposits from public during the year and there was no outstanding deposit due for payment.

PARTICULARS OF EXMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

There were no employees drawing remuneration in excess of the limits prescribed under the above mentioned Section of the Act during the current year.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 :

The information as required under the above Section is given in Annexure and forms part of the Report.

CORPORATE GOVERNANCE REPORT:

Corporate Governance Report is given as an Annexure to this report and forms part of the Report.

INDUSTRIAL RELATIONS :

The relations with employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team spirit displayed by the employees at all levels.

DIRECTORS' RESPONSIBILITY STATEMENT :

The Directors have fulfilled their responsibility for the preparation of the accompanying financial statements by taking all reasonable steps to ensure that:

These statements have been prepared in conformity with the generally accepted accounting principles and appropriate accounting standards. Judgments and estimates that are reasonable and prudent have been made wherever necessary.

The accounting policies selected and applied consistently give a true and fair view of the financial statements.

The Company has implemented internal controls to provide reasonable assurance of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures, and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties. The Company's internal auditors conduct regular internal audits, which complement the internal controls. The Company's Statutory Auditors' Messrs. MSSV & Co, Chartered Accountants, Bangalore, have audited the financial statements in accordance with the generally accepted auditing standards and practices as indicated in their report.

GOING CONCERN :

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

ACKNOWLEDGEMENTS :

Your Board wishes to thank' HDFC Bank Limited, for their continued support and assistance. Your Directors also wish to place on record their gratitude to the customers, distributors, dealers, vendors and investors and employees for their continued and valued support.

By order of the board

For SUNIL AGRO FOODS LIMITED

Place: Bangalore B. SHANTILAL PRAMODKUMAR S

Date: 30-7-2012 Managing Director Executive Director

---

Mar 31, 2011

Dear Members,

The Directors are pleased to present the TWENTY THIRD Annual Report and the Audited Statements of accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS : (Rs. in Lacs) Particulars Year ended Year ended 31-03-2011 31-03-2010 Sales 7489.87 6928.73

Other income 167.37 174.95

Profit before depreciation & tax 106.90 98.13

Less: Depreciation 46.99 44.35

Profit/(Loss) before tax 59.92 53.78 Less: Provision for tax 11.00 9.00

Profit/(Loss) after Tax 44.74 50.25

Add: P&LA/c brought forward 287.17 236.92 Proposed Appropriations:-

Dividend & Tax - -

Balance Carried forward 332.65 287.17

DIVIDEND :

In view of the inadequate profits earned, your Directors regret the inability to recommend any dividend.

PERFORMANCE :

Your Company achieved higher revenue of Rs. 74.90 Crores during the year as against Rs. 69.29 Crores in the previous year. Healthy operating profit of Rs. 59.92 lakhs was made possible with better management of resources and with stabilized input cost. Your Directors hope to maintain the profit trend barring unforeseen circumstances.

During the year the Company did job work to General Mills India Private Limited, ITC Foods Limited and some quantity to Britannia Industries Ltd.

DIRECTORS :

Mr. Pramodkumar S and Mr. Shailesh Siroya, Directors, retire by rotation and being eligible, offer themselves for re-appointment. Mr. Sunil Jain stepped down from the office of Director during the year under report. Ms. Pinky Jain was inducted as Non-independent, Non-Exective Director in place thereof.

AUDIT COMMITTEE:

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

AUDITORS :

Messrs MSSV & Co, Chartered Accountants, retire as Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

DEPOSITS :

The Company did not accept any deposits from public during the year and there was no outstanding deposit due for payment,

PARTICULARS OF EXMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

There was no employee drawing remuneration in excess of the limits prescribed under the above- mentioned Section of the Act during the current year.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 :

The information as required under the above Section is given in Annexure and forms part of the Report.

CORPORATE GOVERNANCE REPORT :

Corporate Governance Report is given as an Annexure to this report and forms part of the Report.

SECRETARIAL COMPLIANCE CERTIFICATE :

The Secretarial Compliance Certificate in accordance with the Companies (Amendment) Act, under Section 383A read with Notification No. G.S.R. II(E), dated 5-1-2009 issued by Ministry of Corporate Affairs, forming part of this report is given in Annexure.

INDUSTRIAL RELATIONS :

The relations with employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team sprit displayed by the employees at all levels.

DIRECTORS' RESPONSIBILITY STATEMENT :

The Directors have fulfilled their responsibility for the preparation of the accompanying Financial Statements by taking all reasonable steps to ensure that: These statements have been prepared in conformity with the generally accepted accounting principles and appropriate Accounting Standards. Judgments and estimates that are reasonable and prudent have been made wherever necessary.

The accounting policies selected and applied consistently give a true and fair view of the financial statements.

The Company has implemented internal controls to provide reasonable assurance of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures, and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties. The Company's Internal Auditors conduct regular internal audits, which complement the internal controls.

The Company's Statutory Auditors, Messrs MSSV & Co, Chartered Accountants, Bangalore, have audited the Financial Statements in accordance with the mandatory Auditing Standards and Generally accepted accounting practices as indicated in their report.

Going Concern :

The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS :

Your Board wishes to thank HDFC Bank Limited for their continued support and assistance. Your Directors also wish to place on record their gratitude to the customers, distributors, dealers, vendors and investors and employees for their continued and valued support.

By order of the board For SUNIL AGRO FOODS LIMITED

B. SHANTILAL PRAMOD KUMAR S MANAGING DIRECTOR EXECUTIVE DIRECTOR

Place Bangalore Date 30-7-2011

---

Mar 31, 2010

The Directors are pleased to present the TWENTY SECOND Annual Report and the Audited Statements of accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars Year ended Year ended 31-03-2010 31-03-2009

Sales 6858.76 5424.62

Other income 174.95 133.2

Profit before depreciation & tax 98.13 51.49

Less: Depreciation 44.35 44.97

Profit (Loss) before tax 53.78 3.51

Less: Provision for tax 9.00 0.50

Profit/(Loss) after Tax 50.25 3.01

Add: P & L A/c brought forward 236.92 233.91

Proposed Appropriations:-

Dividend & Tax - -

Balance Carried forward 287.17 236.92

DIVIDEND:

In view of the inadequate profits earned, your Directors regret the inability to recommend any dividend.

PERFORMANCE:

Your Company achieved higher revenue of Rs. 70.38 Crores during the year as against Rs. 55.16 Crores in the previous year. Healthy operating profit of Rs. 58.23 lakhs was made possible with better management of resources and with stabilized input cost. With change in the bankers, the Company was able to save on the interest cost as well. Your Directors hope to maintain the profit trend barring unforeseen circumstances. During the year the Company did job work to General Mills India Private Limited, ITC Foods Limited, some quantity to Britannia Industries Ltd.

DIRECTORS :

Mr. Sunil S Jain and Mr. AVS Murthy, Directors, retire by rotation and being eligible, offer themselves for re-appointment.

AUDIT COMMITTEE:

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

AUDITORS :

Messrs MSSV & Co, Chartered Accountants, retire as Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

DEPOSITS:

The Company did not accept any deposits from public during the year and there was no outstanding deposit due for payment.

PARTICULARS OF EXMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

There was no employee drawing remuneration in excess of the limits prescribed under the above- mentioned Section of the Act during the current year.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 :

The information as required under the above Section is given in Annexure and forms part of the Report.

CORPORATE GOVERNANCE REPORT :

Corporate Governance Report is given as an Annexure to this report and forms part of the Report.

SECRETARIAL COMPLIANCE CERTIFICATE :

The Secretarial Compliance Certificate in accordance with the Companies (Amendment) Act, under Section 383A read with Notification No. G.S.R. II(E), dated 5- 1 -2009 issued by Ministry of Corporate Affairs, forming part of this report is given in Annexure.

INDUSTRIAL RELATIONS:

The relations with employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team sprit displayed by the employees at all levels.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors have fulfilled their responsibility for the preparation of the accompanying Financial Statements by taking all reasonable steps to ensure that: These statements have been prepared in conformity with the generally accepted accounting principles and appropriate Accounting Standards. Judgments and estimates that are reasonable and prudent have been made wherever necessary.

The accounting policies selected and applied consistently give a true and fair view of the financial statements.

The Company has implemented internal controls to provide reasonable assurance of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures, and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties. The Companys Internal Auditors conduct regular internal audits, which complement the internal controls.

The Companys Statutory Auditors, Messrs MSSV & Co, Chartered Accountants, Bangalore, have audited the Financial Statements in accordance with the mandatory Auditing Standards and Generally accepted accounting practices as indicated in their report.

Going Concern:

The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS :

Your Board wishes to thank HDFC Bank Limited for their continued support and assistance. Your Directors also wish to place on record their gratitude to the customers, distributors, dealers, vendors and investors and employees for their continued and valued support.



By order of the board

For SUNIL AGRO FOODS LIMITED

Place: Bangalore B. SHANTILAL PRAMOD KUMAR S

Date :31-7-2010 MANAGING DIRECTOR EXECUTIVE DIRECTOR