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Sarda Proteins Ltd.

BSE: 519242 Sector: Industrials
NSE: N.A. ISIN Code: INE995U01011
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OPEN 4.50
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VOLUME 16000
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52-Week low 0.00
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Buy Price 0.00
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Sarda Proteins Ltd. (SARDAPROTEINS) - Director Report

Company director report

Dear Member

Sarda Proteins Limited

Your directors are pleased to present the 25th Annual Report of your Companytogether with the audited annual financial statements along with Auditor's Report thereonfor the financial year ended March 31 2016.

COMPANY'S PERFORMANCE

Particulars F.Y. 2015-16 F.Y. 2014-15
SALES 195.42 497.05
Other Income 10.94 6.45
Expenses 221.37 516.28
Profit/(Loss) before Depreciation and Extra Ordinary Income (15.01) (12.79)
Depreciation 1.77 4.23
Extra Ordinary I ncome - 78.63
Profit/ (Loss) before Taxes (16.78) 61.62
Provision for Taxes (1.42) 2.47
Net Profit/(Loss) (15.36) 59.15

PERFORMANCE REVIEW

The company is mainly engaged in the business of Agro Products.

During the year under review your Company had a downfall in its performance due to someuncertain market conditions. The net receipts from operations during the year under reviewwere Rs. 206.36 Lakhs as against Rs. 503.49 Lakhs in the previous year. The Loss after taxis Rs. 15.36 Lakhs as against a profit of Rs. 59.15 Lakhs in the previous year.

DIVIDEND

There is not adequate surplus to declare any dividend during the year; therefore yourDirectors did not recommend payment of any dividend for the Financial Year 2015-16.

CAPITAL STRUCTURE

During the Financial Year 2015-16 there were following change in capital structure ofthe Company:

The company had an opening paid up capital as on 1-4-2015 Rs. 24348500.00 (Rs. TwoCrores Forty Three Lakhs Forty Eight Thousand Five Hundred Only). The company issued afinal notice during the year to holders of 1696500 partly paid shares of Rs. 5.00 eachout of which company received calls for 139300 shares only. Therefore as per theprovisions of Articles of Association the 1557200 partly paid equity shares wereforfeited and paid up capital stood at Rs. 17259000.00 comprising of 1725900 EquityShares of Rs. 10.00 each and a balance of Rs. 7786000.00 in Share Forfeiture Account.

TRANSFER TO RESERVES:

During the period under review no amount is proposed to be transferred to the reservesof the Company.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the year under review 5 (Five) meetings of Board of Directors of the companywere held on 27.05.2015 04.08.2015 16.08.2015 04.11.2015 and 04.02.2016.

All the Board members and the senior management personnel have affirmed compliance withthe Code of Conduct during the year ended on 31st March 2016.

The frequency of board meetings and quorum at such meetings were in accordance with theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") and thelisting agreements entered into by the company with the Stock Exchanges.

The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013 and the Listing Regulations

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Directors of the Company viz. Mr. Kailash Kumar Dhoot and Mr. PawanKumar Maheshwari and Mr. Badri Bishal Sarda have affirmed that they continue to meet allthe requirements specified under sub-section (6) of section 149 of Companies Act 2013 inrespect of their position as an "Independent Director" of the Company.

DIRECTORS AND KEYMANAGERIALPERSONNEL

(A) DIRECTORS

• Retirement of Director by rotation.

In accordance with the provisions of Section 152(6) of the Companies Act 2013 and theCompany's Articles of Association Mr. Damodar Prasad Sarda (DIN:00763377) Director ofthe Company shall retire by rotation at the ensuing Annual General Meeting of the Companyand being eligible has offered himself for reappointment.

• Cessation of Dirctors

During the year Mr. Madhu Sudan Somani Director and Mr. Pawan Kumar MaheshwariIndependent Director of the company have resigned on 4.08.2015 and 4.02.2016 respectivelyfrom the Directorship of the Company.

(B) KEY MANAGERIAL PERSONNEL:

During the financial year 2015-16 there was no change in the Key Managerial Personnelof the company. However in the financial year 2016-17 due to resignation tendered by Ms.Jyoti Soni Company Secretary on 20.05.2016 Ms. Priya Gupta was appointed as CompanySecretary of the company (KMP) on 28.05.2016 for fulfilling the requirement of section 203of the Companies Act 2013 and rules made thereunder and Listing Regulations.

AUDITORS

• Statutory Auditors

M/s. Khetawat Agarwal & Company Chartered Accountants (Firm Registration No.003960C) Alwar were appointed at Annual General Meeting which held on 30.09.2014 for aperiod of five years as Statutory Auditors to hold office till the conclusion of the 28thAnnual General Meeting of Company subject to ratification from the members of the Companyevery year. Ratification of their appointment for the financial year 2016-17 is sought inthe ensuing AGM.

The company has received consent from M/s. Khetawat Agarwal & Company CharteredAccountants to the effect that their appointment if made would be within the prescribedlimits under Section 139 of the Companies Act 2013 and that they are not disqualified forappointment within the meaning of Section 141 of the said Act. Accordingly the Board ofDirectors has recommended the ratification of appointment as Statutory Auditors.

The Independent Auditor's Report does not contain any qualification/reservation &adverse remark.

The Financial Statements and the Auditor's Report for the financial year ended 31stMarch 2016 are self-explanatory and do not call for any further comments.

• Secretarial Auditor

As per Section 204 of Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 every Listed Company is required toappoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act 2013 and rulesmade there under M/s V. M. & Associates Company Secretaries in Practice Jaipur wasappointed to conduct the secretarial audit of the Company for the financial year 2015-16.

A Secretarial Audit Report issued by M/s V. M. & Associates Company Secretaries inPractice in respect of the secretarial audit of the Company for the financial year ended31st March 2016 is given in Annexure "I" to this Report and it carries thefollowing qualifications:

(a) Newspaper Advertisement for Board Meetings and Result declarations were notpublished by the Company for the first three quarters of financial year;

(b) Intimation and outcome of the Board Meeting held on 27th May 2015 has not beencommunicated to the Stock exchange;

(c) Company has not adhered to the Regulation 31 of Securities and Exchange Board ofIndia (Listing Obligation and Disclosures Requirement) Regulations 2015 requiring hundredpercent Shareholding of promoter(s) and promoter group in dematerialized form.

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

(a) Considering the size and working of the business and keeping in view the financialposition the Company was unable to publish the advertisements in newspaper; however nowthe company has started the publication of the notice of Board meeting and Financialresults in conformity with the Regulation 47 of Securities and Exchange Board of India(Listing obligations and disclosures requirements) Regulations 2015.

(b) The compliance remained pending as a result of inadvertence the same could not becomplied with. However the company has duly filed the Intimation and Outcome of all theBoard Meetings held during this financial year except the Board Meeting held on 27th May2015. The Company strives to ensure the due compliances in future.

(c) Company has applied for Central Depository Services (India) Ltd ("CDSL")connectivity and received the ISIN connectivity from CDSL on 23rd May 2016.However the shareholding of the promoters is under process of dematerialisation.

The Board has re-appointed M/s V. M. & Associates Company Secretaries in PracticeJaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Companyfor the financial year 2016-17.

• Internal Auditor

Pursuant to Section 138 of Companies Act 2013 read with Companies (Audit and Auditors)Rules 2014 every Listed Company is required to appoint an Internal Auditor or a firm ofInternal Auditors to carry out Internal Audit of the Company.

In consonance with the aforementioned M/s Amit M Agarwal & Co. CharteredAccountants Alwar was appointed to conduct the Internal Audit of the Company for thefinancial year 2015-16.

The Board has re-appointed M/s Amit M Agarwal & Co. Chartered Accountants Alwaras the Internal Auditor of the Company for the financial year 2016 -17.

LOANS GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

During the year under review the Company has not granted any loans guarantees orprovided securities in excess of limits prescribed under Section 186 (2) of the CompaniesAct 2013 and has not made any investment through more than two layers of InvestmentCompanies. The Loan and advances given and investments made by the company are disclosedin the Financial Statements. (Please refer note 9 and 10 in the financial statement)

RELATED PARTY TRANSACTIONS

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

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

None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany.

RISK MANAGEMENT

The Company has developed and implemented a risk management policy which encompassespractices relating to identification assessment monitoring and mitigation of variousrisks to key business objectives. The Risk management framework of the Company seeks tominimize adverse impact of risks on our key business objectives and enables the Company toleverage market opportunities effectively.

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

The Company has contracts of materials and sometimes hedges the same in the NCDEX andhas some risk in their as sometime market goes in different Directions. The Directors keepstrict watch on it.

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy (the "Policy") applies to the Boardof Directors (the "Board") Key Managerial Personnel (the "KMP") andthe Senior Management Personnel of Sarda Proteins Limited (the "Company").

"Key Managerial Personnel" (KMP) means-

(i) the Chief Executive Officer or the Managing Director or the Manager

(ii) the Company Secretary;

(iii) the Whole-time Director:

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed;

The term "Senior Management Personnel" means to include all members otherthan the Directors and KMPs of the Company who are members of management one level belowthe Executive Directors.

This Policy is in compliance with Section 178 of the Companies Act 2013 read alongwith the applicable rules thereto and applicable Listing Regulations and includes formalevaluation framework of the Board. The Nomination and Remuneration Policy is also on thewebsite of the company i.e. www.sardaproteins.comand annexed as Annexure "II" to this Report.

FORMAL ANNUAL EVALUATION OF BOARD/ COMMITTEES/ KMP/ INDIVIDUAL DIRECTORS

The evaluation/assessment of the Directors KMPs and the senior officials of theCompany is to be conducted on an annual basis and to satisfy the requirements of theCompanies Act 2013.

The following criteria assist in determining how effective the performances of theDirectors/KMPs/Senior officials have been:

• Leadership & stewardship abilities;

• Contributing to clearly define corporate objectives & plans;

• Communication of expectations & concerns clearly with subordinates;

• obtain adequate relevant & timely information from external sources;

• review & approval achievement of strategic and operational plansobjectives budgets;

• regular monitoring of corporate results against projections ;

• identify monitor & mitigate significant corporate risks ;

• assess policies structures & procedures ;

• direct monitor & evaluate KMPs senior officials ;

• review management's succession plan ;

• effective meetings ;

• assuring appropriate board size composition independence structure ;

• clearly defining roles & monitoring activities of committees;

• review of corporation's ethical conduct.

Evaluation on the aforesaid parameters was conducted by the Independent Directors foreach of the Executive/Non-Independent Directors/Chairperson in a separate meeting of theIndependent Directors.

The Board evaluated/assessed performance of each of the Independent Director along withits own performance and that of the committees on the aforesaid parameters.

ASSOCIATE AND SUBISIDIARY COMPANIES

During the year under review there were no associate and subsidiary Company.

FIXED DEPOSITS

The Company has not invited accepted or renewed any fixed deposit from the publicwithin the meaning of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 during the year under review.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of 2 (two) Non-executive & Independent Directors and1 (one) Chairman Cum Whole Time Director as on March 312016 was chaired by Mr. KailashKumar Dhoot.

The details of the composition of the Committee are set out in the following table:

Name Of Member Category Capacity
Mr. Kailash Kumar Dhoot DIN: 00168546 Non-Executive & Independent Director Chairma n
Mr. Badri Bishal Sarda DIN: 01264693 Non-Executive & Independent Director Member
Mr. Damodar Prasad Sarda DIN: 00763377 Chairman & Whole Time Director Member

TERMS OF REFERENCE OF AUDIT COMMITTEE:

The terms of reference of the Audit Committee inter alia include the following:

• the recommendation for appointment remuneration and terms of appointment ofauditors of the Company;

• review and monitor the auditor's independence and performance and effectivenessof audit process;

• examination of the financial statement and the auditor's report

• approval or any subsequent modification of transactions of the Company withrelated parties;

• scrutiny of inter-corporate loans and investments;

• valuation of undertakings or assets of the Company wherever it is necessary;

• evaluation of internal financial controls and risk management systems;

• monitoring the end use of funds raised through public offers and relatedmatters.

VIGIL MECHANISM

The Board adopted and implemented the vigil mechanism/ whistleblower policy that adoptsglobal best practices. We have established a vigil mechanism for Directors and employeesto report concerns and unethical behaviour actual or suspected fraud or violation of ourcode of conduct and ethics. It also provides for adequate safeguards against thevictimization of persons who use such mechanism and make provision for direct access tothe chairperson of the Audit Committee in exceptional cases.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time totime. Further no personnel have been denied access to the audit committee as per theListing Regulations.

The vigil mechanism policy has been uploaded on the website of the Company i.e. www.sardaproteins.com and also Confirm that nowhistle blower event was reported during the year and mechanism is functioning well.

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

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

The particulars relating to the energy conservation and technology absorption andforeign exchange earnings and outgo as required under Section 134(3) (m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are given in the Annexure"IN" to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act 2013 the Board ofDirectors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

ii. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

iii. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and;

vi. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT. 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

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

The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16

• Number of complaints received: NIL

• Number of complaints disposed off: NIL

EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return in form no. MGT-9 as on the financial year ended onMarch 31 2016 as required under Section 92(3) of the Companies Act 2013 read with TheCompanies (Management and Administration) Rules 2014 is given in Annexure "IV"to this Report.

EMPLOYEE REMUNERATION

(A) Disclosures pertaining to remuneration and other details as required under section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 are annexed to this report asAnnexure "V".

(B) Disclosure of the names of top ten employees in terms of remuneration drawn isprovided in Annexure "VI" as per the requirement of The Companies (Appointmentand Remuneration of Managerial Personnel) Amendment Rules 2016.

(C) Further None of the employees of the company was in receipt of the remunerationexceeding the limits prescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 of theCompanies Act 2013 during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis report pursuant to Listing Regulations forms partof the Annual Report for the Financial Year 201516 is as under :-

i) INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian economy is striving on a relatively strong path. However there is a strongcompetition in edible oil market due to imports and lower taxation to new MSME units.

ii) OUTLOOK ON OPPORTUNITIES

The company is dealing in Edible oils and other agro products viz. Oil seed cerealsetc. The current year seems to be bright in terms of the market capitalization due tobetter rainfall all over India. The Board of Directors are hopeful to deliver betterresults in the current financial year.

iii) . OUTLOOK ON THREATS RISKS AND CONCERNS

Government policies political situation and global speculative trends in thecommodities company is dealing pose some risk to the operations of the company.

iv) INTERNAL CONTROL SYSTEM

The Company has established its internal control system commensurate with therequirement of its size. In the company is well staffed with experienced and qualifiedpersonnel who will play an important role in implementing and monitoring the internalcontrol environment and compliance with statutory requirements.

v) FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Total revenue for the financial year ended March 31 2016 stood at Rs. 206. 36 Lakhs asagainst Rs. 503.49 Lakhs for the financial year ended March 31 2015 further the Lossafter tax for the financial year ended March 31 2016 stood at Rs. 15.36 Lakhs as againsta profit of Rs. 59.15 Lakhs for the financial year ended March 31 2015. The EPS for thefinancial year ended March 31 2016 is Rs. (0.89) as compared to Rs. 2.43 for the previousyear.

vi) HUMAN RESOURCE MANAGEMENT

Human resources are a valuable asset for any organization. The company is givingemphasis to upgrade the skills of its human resources. This is in keeping with its policyof enhancing the individual's growth potential within the framework of corporate goals.Total number of employees as on 31st March 2016 stood at 6.

CORPORATE GOVERNANCE REPORT

As per the Listing Regulations compliance with the provisions of regulation 17 through27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C D and E ofSchedule V is not mandatory for the time being in respect of the following class ofcompanies:

a. Companies having paid up equity share capital not exceeding Rs.10 Crore and NetWorth not exceeding Rs.25 Crore as on the last day of the previous financial year;

b. the listed entity which has listed its specified securities on the SME Exchange;

As such our Company falls in the ambit of aforesaid exemption (a); consequentlyCorporate Governance Report does not form part of the Annual Report for the Financial Year2015-16.

LISTING OF SECURITIES

At present the Equity shares of the company are listed and traded with the BSE Limitedand the listing fee for the year 2015-16 has been duly paid. Scrip Code: 519242. Thecompany has applied for delisting to Calcutta Stock Exchange Association Limited on 2ndSeptember 2003 and has not paid any listing fees since then and neither received anycommunication from the said exchange in this matter. The Company has applied and receivedconnectivity from CDSL for dematerialization of company's share vide ISIN: INE995U01011 on23rd May 2016 and those shareholders may dematerialize their shares throughthe depository participant. The connectivity application with NSDL is under consideration.

CODE OF CONDUCT

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

The Company has obtained confirmations for the compliance with the said code from allits Board members and senior management personnel for the year ended March 312016.

MATERIALCHANGES DURING THE FINANCIALYEAR UNDER REVIEW

The information required under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 relating to Material Changes And Commitments: There wereno such material changes and commitments occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report whichaffecting the financial position of the company.

ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation the invaluable support provided by theCompany's stakeholders auditors advisors and business partners all its customers fortheir patronage. Your Board records with sincere appreciation the valuable contributionmade by employees at all levels and looks forward to their continued commitment to achievefurther growth and take up more challenges that the Company has set for the future.

BY ORDER OF THE BOARD OF DIRECTORS

FOR SARDA PROTEINS LIMITED

Sd/-

(DAMODAR PRASAD SARDA)

CHAIRMAN

DIN NO: 00763377

PLACE: ALWAR

DATE: 10th August 2016