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Sarda Proteins Ltd.

BSE: 519242 Sector: Industrials
NSE: N.A. ISIN Code: INE995U01011
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OPEN 32.95
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VOLUME 19
52-Week high 57.75
52-Week low 9.97
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
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Sarda Proteins Ltd. (SARDAPROTEINS) - Director Report

Company director report

To

The Members

Sarda Proteins Ltd

The Board of Directors of Sarda Proteins Ltd with immense pleasure presents their 30threport on the business and operations of the Company along with the Audited FinancialStatements for the financial year ended on March 31 2021.

1. FINANCIAL SUMMARY/HIGHLIGHTS

The Company's Financial Highlights for the Financial Year ended on March 31 2021 issummarized below:

(Amount in Lakhs)

Particulars F.Y. 2020-21 F.Y. 2019-20
Revenue from operations 1135.99 540.03
Other Income 8.34 7.92
Total Income 1144.33 547.95
Total Expenditure 1138.12 530.80
Profit/(Loss) before Taxes 6.13 17.04
Less: Tax Expenses 8.15 13.75
Net Profit/(Loss) after Tax (2.03) 3.29

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The Company is engaged in the trading of Edible Oils and Agri Commodities.

During the financial year 2020-21 the total revenue from the operations was Rs.1135.99 Lakhs as against Rs. 540.03 Lakhs in the previous financial year and totalexpenditure incurred is Rs. 1138.12 Lakhs as against Rs. 530.80 Lakhs in the previousyear. The Net Loss after tax for the year is Rs. (2.03) Lakhs as compared to the previousyear profit of Rs. 3.29 Lakhs.

The Directors have put their best efforts to maintain the profits as well as thefinancial stability as the Company has witnessed in the previous financial year but thedecrease in the net profits of the Company was due to write off of one sundry debtor"Shri Balaji Overseas" which were due for recover since long and company hasfailed to recover the same and moreover the continue impact of COVID-19 pandemic worsenthe situation.

Your Directors and Management along with the entire team are taking all possibleactions to sustain our financial growth and business operational developments inspite ofall adverse external conditions & competition. Your Company's management is tryingtheir level best to improve company's performance and are hopeful to come out with betterresults in the coming years.

3. TRANSFER TO RESERVES

No amount is proposed to be transferred to the reserves of the Company for financialyear ended on March 31 2021

4. DIVIDEND

In the absence of profits your Directors regret their inability to declare anydividend for the financial year ended on 31st March 2021.

5. CAPITAL STRUCTURE

During the Financial Year 2020-21 there was no change in the share capital structureof the Company and the authorised share capital remains unchanged paid up Share capitalof the Company stands at Rs. 17259000/- (Rupees One Crore Seventy-Two Lakhs andFifty-Nine Thousand Only) and a balance of Rs. 7786000/- (Rupees Seventy-Seven Lakh andEighty-six Thousand only) in Share Forfeiture Account on account of forfeiture of1557200 Equity Shares in earlier years.

6. CHANGE IN THE NATURE OF BUSINESS

During the year under review there was no change in the nature of business of theCompany.

7. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which these financial statementsrelate and the date of this report except the inevitable impact on the business due to theGlobal Pandemic - COVID-19.

Outbreak of COVID-19 pandemic globally and in India is resulting in an economicslowdown all over. The pandemic is significantly impacting business operations of theCompany in numerous ways. The lockdown lots of restrictions and unexpected variables haveadversely affected into the operations and future growth plans of the Company. The companyis still in the process to quantify the overall impact of such outbreak.

The company is in full compliance to the guidelines/instructions issued by theCentral/state Governments all over India to prevent spread of COVID-19 as responsiblecorporate citizen and in order to ensure the safety and well-being of employees workersand all stakeholders.

Further the Management along with the entire team is taking all possible actions toensure that company is able to sustain its growth and profitability.

8. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with all the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

9. LOANS GUARANTEES AND INVESTMENTS

Particulars of Loans given and investments made by the company during the year areforming part of the Financial Statements of the company under note no. 7 and 8.

Further the company has not given any guarantee or provided security in connectionwith a loan to any company body corporate and person(s) during the year under review.

10. DEPOSITS

During the year under review the Company has neither invited nor accepted or renewedany deposits within the meaning of Section 73 to 76 of the Companies Act 2013 read withthe Companies (Acceptance of Deposits) Rules 2014.

11. DETAILS OF SUBSIDIARY/POINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

Your company has no Subsidiary/Joint Ventures/ Associate Companies.

12. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the financial year 2020-21 the Board duly met 4 times details of which are asunder:

S. No. Date of Meeting Board Strength No. of Directors Present
1 19.06.2020 4 4
2 02.09.2020 4 4
3 09.11.2020 4 4
4 12.02.2021 4 4

As per applicable laws and regulations the Board shall meet at least four times in ayear and not more than one hundred and twenty days shall elapse between two meetings.However due to the pandemic of COVID-19 and considering the many restrictions includingfree movement of people thereby hampering businesses and day to day functioning ofcompanies the Ministry of Corporate Affairs (MCA) vide its General circular No. 11/2020dated 24th March 2020 has provided certain relaxations from compliancestipulations specified under the Companies Act 2013 and rules made there under. The saidcircular eases out the mandatory requirement of holding meetings of the Board of thecompanies within the intervals provided in section 173 of the Companies Act 2013 (120days) which stands extended by a period of 60 days till next two quarters i.e. till 30thSeptember. Accordingly as a onetime relaxation the gap between two consecutive meetingsof the Board extend to 180 days instead of 120 days as required in the Companies Act2013.

In view of the same even though there is a gap of more than 120 days between theprevious meeting and the next Board meeting to be held on after the prescribed timeperiod the meeting stands valid.

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 and compliances of Secretarial Standards-1(SS-1) on Meetings of the Board of Directors issued by ICSI. The intervening gap betweenany two meetings was within the period prescribed (extended by Ministry of Corporateaffairs (MCA)) by the Companies Act 2013 the Listing Regulations and SS-1.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Damodar Prasad Sarda (DIN: 00763377) Director of the Company has tenderedresignation from the post of Director with effect from May 31 2020. The Board places onrecord its appreciation for the services rendered by him during his tenure as Director ofthe company. Further he ceases to be associated with the company and is relieved from theduties of a Director.

Mr. Mahavir Pratap Sharma (DIN: 01852846) who was appointed as an Additional Director(Independent) w.e.f. February 13 2020 pursuant to the provisions of Section 161(1) of theCompanies Act 2013 and Articles of Association of the Company and has submitted adeclaration that he meets the criteria for independence as provided in Section 149(6) ofCompanies Act 2013 has been appointed as an Independent Director at the last AGM held onSeptember 30 2020 for a period of five years commencing from 13th February2020 to 12th February 2025.

Further as per performance evaluation done by Nomination and Remuneration Committee andBoard of Directors of the company the performance of Mr. Mahavir Pratap Sharma (DIN:01852846) was found satisfactory.

Mr. Deepak Data (DIN: 01672415) Managing Director of the Company who retired byrotation in the Annual General Meeting of the Company held on September 30 2020 beingeligible was re-appointed with the approval of Members.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Vanita Bhanot (DIN: 08189799) Director of the Companywill retire by rotation at the ensuing Annual General Meeting of the Company and beingeligible has offered herself for appointment.

The Board recommends her re-appointment to the Members in the ensuing Annual GeneralMeeting.

Except aforesaid changes no other changes took place in the directors and KMP of thecompany during the year under review.

14. COMMITTEES OF THE BOARD

(A) Audit Committee

The Audit Committee ("the committee") is constituted pursuant to theprovisions of Section 177 of the Companies Act 2013 and comprises of 2 (two) IndependentDirectors and 1 (one) Executive Director.

The Audit committee comprises of 3 Directors Mr. Tarun Kumar Taunk IndependentDirector; Mr. Mahavir Pratap Sharma Independent Director and Mr. Deepak Data ManagingDirector. The Company Secretary of the Company is the Secretary of the Committee.

Meetings:

Four (4) meetings of the Committee were held during the financial year 2020-21 on June19 2020; September 02 2020; November 09 2020 and February 12 2021. The accounts andfinancial positions were perused by the Audit Committee and thereafter placed before theBoard for their consideration.

The attendance of the Committee members at the meeting is as under:-

Name of the Directors Designation No. of Committee Meetings held No. of Committee Meeting attend
Mr. Tarun Kumar Taunk Chairman & Member 4 4
Mr. Mahavir Pratap Sharma Member 4 4
Mr. Deepak Data Member 4 4

The Board reviews the working of the Committee from time to time to bring about greatereffectiveness in order to comply with the various requirements under the Companies Act2013.

Audit Committee Recommendation

During the year all recommendations of the Audit Committee were duly accepted by theBoard. The Composition of the Audit Committee is as described in this Report.

(B) Nomination and Remuneration Committee

The Nomination and Remuneration Committee ("the committee") is constitutedpursuant to the provisions of Section 178 of the Companies Act 2013. Members of thisCommittee possess sound expertise / knowledge / exposure.

The Nomination and Remuneration committee comprises of 3 Directors Mr. Tarun KumarTaunk Independent Director; Mr. Mahavir Pratap Sharma Independent Director and Mrs.Vanita Bhanot Director. The Company Secretary of the Company is the Secretary of theCommittee.

Meetings:

Two (2) meetings of the Committee were held during the financial year 2020-21 on June19 2020 and September 02 2020.

The attendance of the Committee members at the meeting is as under:-

Name of the Directors Designation No. of Committee Meetings held No. of Committee Meeting attend
Mr. Tarun Kumar Taunk Chairman & Member 2 2
Mr. Mahavir Pratap Sharma Member 2 2
Mrs. Vanita Bhanot Member 2 2

Nomination and Remuneration Committee Recommendation

During the year all recommendations of the committee were duly accepted by the Board.The Composition of the committee is as described in this Report.

(C) Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee ("the committee") is constitutedpursuant to the provisions of section 178 of the Companies Act 2013 for looking into thegrievances of shareholders' and investors of the company.

The Stakeholders Relationship Committee consists of 3 Directors Mr. Tarun Kumar TaunkIndependent Director; Mr. Mahavir Pratap Sharma Independent Director and Mrs. VanitaBhanot Director.

Meetings:

One (1) meeting of the Stakeholders' Relationship Committee was held during thefinancial year 2020-21 on February 12 2021.

The attendance of the Committee members at the meeting is as under:-

Name of the Directors Designation No. of Committee Meetings held No. of Committee Meeting attend
Mrs. Vanita Bhanot Chairman & Member 1 1
Mr. Tarun Kumar Taunk Member 1 1
Mr. Mahavir Pratap Sharma Member 1 1

15. DECLARATION OF INDEPENDENCE

In accordance with provisions of sections 149(6) and 149(7) of the Companies Act 2013all the Independent Directors have submitted the declaration of independence confirmingthat they meet the criteria of independence. The Board opined that Independent Directorsappointed during the financial year is having requisite integrity expertise specialisedknowledge experience and the proficiency. The Independent Directors have complied withthe Code applicable for Independent Directors as stipulated under schedule IV of theCompanies Act 2013. Further all the Independent Directors have registered them self inthe Independent Director Databank and paid the relevant fees. All the compliances of rule6(1)&(2) of the Companies (Appointment and Qualifications of Directors) Rules 2014have been complied with.

16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors of the company are being familiarized with the businessenvironment and overall operations of the Company through orientation session.

Further at the time of appointment of Independent Directors the Company issues aformal letter of appointment outlining his / her role functions duties andresponsibilities which are made available at the website of the Company athttp://www.sardaproteins.com/files/documents/Appointment-letters-of-ID- and-COC.pdf.

17. AUDITORS AND AUDITOR'S REPORT

• Statutory Auditors

M/s. Khetawat Agarwal & Co. Chartered Accountants (Firm Registration No. 003960C)Alwar were reappointed as the Statutory Auditors of the Company for second term of four(4) years by the Members of the Company at the 28th Annual General Meeting heldon September 30 2019 to hold the office from the conclusion of the 28th AnnualGeneral Meeting till the conclusion of 32nd Annual General Meeting to be heldin the year 2023 in accordance with the provisions of the Companies Act 2013.

The Audit Report given by the M/s. Khetawat Agarwal & Co. Chartered Accountants onthe Financial Statements for the financial year 2020-21 does not contain anyqualifications reservations or adverse remarks. The Notes to Financial Statement referredto in the Auditors' Report are self-explanatory and do not call for any further comments.

The Company has received a certificate from M/s. Khetawat Agarwal & Co. CharteredAccountants (Firm Registration No. 003960C) along with peer review certificate to theeffect inter-alia that their appointment if made would be within the limits laid downby the Act and that they are not disqualified for such appointment under the provisions ofapplicable laws.

• Secretarial Auditors

Pursuant to the provisions of section 204 of Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (as amended) everyListed Company is required to appoint Secretarial Auditors to carry out Secretarial Auditof the Company.

In consonance with the requirements of Section 204 of the Companies Act 2013 and rulesmade there under the Board of Directors had appointed M/s V. M. & Associates CompanySecretaries (FRN: P1984RJ039200) to conduct the secretarial audit of the Company for thefinancial year 2020-21.

A Secretarial Audit Report in Form MR-3 issued by M/s V. M. & Associates CompanySecretaries in respect of the secretarial audit of the Company for the financial yearended on March 31 2021 is given in "Annexure-I" to this Report.

Further the Company has received consent and certificate of eligibility from M/s V. M.& Associates Company Secretaries Jaipur for the F.Y. 2021-22 to act as SecretarialAuditors. The Board in its meeting held on August 13 2021 has re-appointed M/s V. M.& Associates Company Secretaries Jaipur as Secretarial Auditors of the Company tocarry out secretarial audit for the Financial Year 2021-22.

• Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 the Board had appointed Mr. Ajay Kumar CharteredAccountant (M. No.: 430869) as Internal Auditor of the Company to carry out the InternalAudit of the company. The Internal Audit Report is received yearly by the Company and thesame is reviewed and taken on record by the Audit Committee and Board of Directors.

Further considering the resignation tendered by Mr. Ajay Kumar the Board of Directorsin its meeting held on June 24 2021 has appointed the appointment of Mr. Saurabh AvasthiChartered Accountant (M. No. 436744) as Internal Auditor for conducting the Internal Auditof the Company.

18. REPORTING OF FRAUDS BY AUDITORS

During the period under review neither the Statutory Auditors nor the SecretarialAuditors nor Internal Auditor reported to the Audit Committee under section 143(12) ofthe Companies Act 2013 any instances of fraud committed against the Company by itsofficers or employees the details of which would need to be mentioned in the Board'sReport.

19. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are doneon arm's length basis and in the ordinary course of business. Relevant Form (AOC-2) fordisclosure of particulars of contracts/arrangements entered into by the company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013is given as "Annexure-V" to this Report.

20. ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92 of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 the Annual Return in form MGT-7 ason March 31 2021 is available on the website of the Company and can be accessed athttp://www.sardaproteins.com/files/documents/Extract%20F-MGT-7%202021%20SPL.pdf.

21. 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 the website of the company i.e.http://www.sardaproteins.com/contact-us.html. All the Board members and the seniormanagement personnel have affirmed compliance with the Code of Conduct during the yearended on March 31 2021.

22. 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 Company recognizes that the emerging and identified risks need to be managed andmitigated to

(a) protect its shareholders and other stakeholders' interest;

(b) achieve its business objectives; and

(c) enable sustainable growth.

The details of various risks that are being faced by the Company are provided inManagement Discussion and Analysis Report which forms part of this Report.

23. VIGIL MECHANISM

The Board adopted and implemented the vigil mechanism/whistle-blower 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.http://www.sardaproteins.com/files/documents/VIGIL-MECHANISM.pdf and also confirm that nowhistle blower event was reported during the year and mechanism is functioning well.

24. 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 Ltd (the "Company").

This Policy is in compliance with Section 178 of the Companies Act 2013 read alongwith the applicable rules thereto and includes formal evaluation framework of the Board.The company's Nomination & Remuneration policy which includes director's appointmentand remuneration & criteria for determining qualifications positive attributesindependence of Director.

The salient features of the Nomination and Remuneration policy are as follows:

• Part A covers the matters to be dealt with and recommended by the Committee tothe Board:

• Part B covers the appointment and nomination: and

• Part C covers remuneration and perquisites etc.

The policy is also available on the website of Company athttp://sardaproteins.com/files/documents/NOMINATION-AND-REMUNERATION- POLICY Sarda.pdf.

25. EVALUATION OF BOARD/ COMMITTEES/ INDIVIDUAL DIRECTORS

The evaluation / assessment of the Board its Committee and Individual Directors of theCompany are to be conducted on an annual basis to satisfy the requirements of theCompanies Act 2013 and Listing Regulations.

The evaluation/assessment was led by the elected Chairman of the meeting and Nominationand Remuneration Committee with specific focus on the performance and effectivefunctioning of the Board. The Board evaluation framework has been designed in compliancewith the requirements under the Companies Act 2013 and the Listing Regulations and inconsonance with Guidance Note on Board Evaluation issued by SEBI. The said evaluation iscarried out on the basis of the below parameters:

• Evaluation of the Board was based on criteria such as composition and role ofthe Board Board communication and relationships functioning of Board Committees reviewof performance and compensation to Executive Directors succession planning strategicplanning etc.

• Evaluation of Directors was based on criteria such as participation andcontribution in Board and Committee meetings representations of shareholders interest andenhancing shareholders value experience and expertise to provide feedback and guidance totop management on business strategy governance and risk understanding of theorganization's strategy risk and environment etc.

• Evaluation of performance for Chairman was based on criteria such knowledge andcompetency fulfillment of functions initiatives undertaken attendance contribution andintegrity effectiveness of leadership.

• Performance evaluation of Committees include its mandate composition and theireffectiveness. Performance evaluation of every Director was done by the Nomination andRemuneration Committee and the performance evaluation of the Chairman and theNon-Independent Directors were carried out by the by the Independent Directors.

The outcomes of the Board evaluation for financial year 2020-21 was discussed by theNomination and Remuneration committee and the Board in their respective meetings. TheBoard has received consistent rating on its overall effectiveness and has been ratedcomparatively higher this year for composition of Directors and their skills attributesand experience. The Board has also noted areas requiring more focus in the future.

26. REMUNERATION OF EMPLOYEES

(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 (as amended) are annexed to this reportas "Annexure-III".

(B) Disclosure of the names of top ten employees in terms of remuneration drawn isprovided in "Annexure-IV" as per the requirement of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 (as amended).

(C) Further None of the employees of the company were in receipt of the remunerationexceeding the limits prescribed u/s 197 (12) of the Companies Act 2013 read with rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014(as amended) during the year under review.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe and harassment free workplace forevery woman working in its premises through various interventions and practices. TheCompany always endeavors 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. All employees (permanent contractual temporary trainees) arecovered under this policy.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules there under theInternal Complaints Committee of the Company has not received any complaint of sexualharassment during the Financial Year under review. The following is a summary of sexualharassment complaints received and disposed off during the year 2020-21:

• Number of complaints pending at the beginning of the Financial Year: NIL

• Number of complaints received during the Financial Year: NIL

• Number of complaints disposed off during the Financial Year: NIL

• Number of complaints unsolved at the end of the Financial Year: NIL

• Number of workshops or awareness program against Sexual Harassment carried out:NIL

• Nature of action taken by the Company: NIL

28. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulations the compliance with the CorporateGovernance provisions shall not apply in respect of the following class of companies:

a. Listed Entity 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. Listed Entity which has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (a); compliance with theprovisions of Corporate Governance does not apply to the Company and hence it does notform part of the Annual Report.

29. INTERNAL FINANCIAL CONTROL

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.

30. 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 energy conservation technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act2013 read with the Companies (Accounts)Rules 2014 are given in the"Annexure-II" to this Report.

31. MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under Clause (B) of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report onthe Financial Conditions and Result of operations of Sarda Proteins Ltd ("theCompany") is as under:

32. INDUSTRY STRUCTURE AND DEVELOPMENTS

Despite of the COVID-19 pandemic and slowdown of the economy turnover of the Companyhas increased as compared to the previous year. During the year under review there wasimpact of frequent price fluctuation of material in global market. Inspite of difficultiesin movement of goods the turnover was up to the level of projections but profitabilitydeclined and financial results have not been satisfactory.

a) OPPORTUNITIES

Due to COVID-19 pandemic and frequent changes in Government policies the Industrycontinues to be in uncertainty. However hopes have been revived that the upcoming yearwill prove to be good for the industry.

b) THREATS

Despite the adverse conditions Management is making efforts for the speedy recovery ofbusiness operations. Internal control system had been found to be adequate and iscontinuously reviewed for further improvement. Our team is committed to the Board'sdictates on standards of conduct as well as good governance and exercise of due diligenceincluding compliances of all relevant laws and regulations. Our appreciation is due to allemployees and gratefulness to our Board shareholders financial institutions/Banks andother stakeholders.

c) PRODUCT-WISE PERFORMANCE

The company deals in Trading of Mustard Oil Refined Oil Mustard and Guar Seeds andother Agricultural Commodities. During the year Seeds trading business forms major partof the business activity. A summary of major performance indicators is given below whilethe detailed and physical performance may be viewed from the Balance Sheet and Statementof Profit & Loss and the Annexures thereto:-

(Amount in Rupees)

Revenue from product 2020-21 2019-20
Mustard Oil - 24224200.00
Mustard Oil Cake 9784425 8823205
Mustard Seed - 20956516
RM seed 103807800 -
Others (Packing material) 7100 -

d) OUTLOOK

Outbreak of COVID-19 pandemic globally and in India is resulting in an economicslowdown all over. The lockdowns in India as well as across most large economiesresulted in economic activity coming to a grinding halt. However industry like us havenot seen any major disruption thanks to the relaxations & other reliefs provided bythe Government of India to the Edible Oil Industry in having smooth & uninterruptedsupply/ trading of edible oils & Agri. Commodities.

The company opines that the conservative approach and continue demand for the productswould definitively mark new growth prospects for the business of the company in theforthcoming years and it's also noteworthy to mention that with the experience of variouspersonnel's across the management the Company is expected to show better performance inthe years to come.

e) RISKS AND CONCERNS

All the risks are dealt in the best possible manner safeguarding an efficient workingenvironment throughout the organization culture. In event of unforeseen risk the companywould rely on the experience and dedication of its management to overcome any issue thatmay affect its performance.

f) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate system of internal control across all functions such aspurchase sale and acquisitions of fixed assets cash & bank and the same carried outwithin the time schedule. The Company has set up an Audit Committee comprising ofcomprises of 2 (two) Independent Directors and 1 (one) Executive Director. The Company hasalso appointed the Chartered Accountants to carry out Internal Audit where one of theirfunction is to review the Internal Control system regularly with a view to furtherstrengthen the same.

g) FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The Company majority trades in Agri Commodities which includes Oil Seeds GrainsEdible Oil etc.. The commitment of the Company towards quality and customer orientationreflects in its growing clientele.

During the year under review the total revenue stood at Rs. 1135.99 Lakhs as againstRs. 540.03 Lakhs in the previous financial year and the Net Loss after tax for thefinancial year ended on March 31 2021 stood at Rs. 2.03 Lakhs as against a profit of Rs.3.29 Lakhs in the previous year. The company has incurred expenses of Rs. 1138.12 Lakhs asagainst Rs. 530.68 Lakhs in the previous year. The EPS for the financial year ended March31 2021 is Rs. (0.12) as compared to Rs. 0.19 for the previous year.

h) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT INCLUDINGNUMBER OF PEOPLE EMPLOYED

The Company recognizes the importance of Human Capital as an asset in its growth andbelieves in acquisition retention and betterment of talented team players. The companycontinuously emphasizes to upgrade the skills of its human resources. The Company has welldeveloped management information system giving timely information to the different levelsof management. This is in keeping view with its policy of enhancing the individual'sgrowth potential within the framework of corporate goals. The total number of employeesengaged with the company as on March 31 2021 stood at 3.

i) DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

During the year under review following are the significant changes (i.e. change of 25%or more as compared to the immediately previous financial year) in key financial ratios:

S. Particulars No. For F.Y. 2020-21 For F.Y. 2019-20 % Change during the year
1 Debtors Turnover 14.26 6.95 105.28
2 Current Ratio 57.33 43.87 30.69
3 Operating Profit Margin (%) 0.15% 3.15% -82.62%
4 Net Profit Margin (%) -0.18% 0.61% -129.28%

j) DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUSFINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF

Particulars As on 31st March 2021 As on 31st March 2020 % Change during the year
Return on Net Worth -0.01 0.02 -162.20%

Return on Net Worth is calculated by dividing Profit/ Loss for the year by average networth during the year. In comparison to the previous year profit the company has bear NetLoss of Rs. 2.03 Lakhs in Current Year accordingly the Return on Net Worth is negative ascompared to positive return in previous year.

k) CAUTIONARY STATEMENT

Statements in this "Management Discussion & Analysis" which seeks todescribe the company's objectives projections estimates expectations or predictions maybe considered to be forward looking statements within the meaning of applicable Laws andRegulations.

Actual results could differ materially from those expressed or implied. Importantfactors that could make a difference to the company's operations include global and Indiandemand - supply conditions finished goods prices stock availability and prices cyclicaldemand and pricing in the company's markets changes in the government regulations taxregimes economic developments within India and countries with which the company conductsbusiness besides other factors such as litigation and other labour negotiations.

33. ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

There were no significant and material orders passed by the Regulators/Courts/Tribunalsduring the year which would impact the going concern status of the Company and its futureoperations.

34. 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 on March 31 2021 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 the 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.

35. OTHER DISCLOSURES

Other disclosures with respect to Board's Report as required under the Companies Act2013 and the Rules notified there under are either NIL or NOT APPLICABLE.

36. ACKNOWLEDGEMENTS

Your Directors wish to take this opportunity to place on record their gratitude andsincere appreciation for the timely and valuable assistance and support received fromBankers Share Transfer Agent Auditors Customers Suppliers and Regulatory Authorities.

The Directors place on record their deep appreciation of the dedication of yourCompany's employees at all levels and look forward to their continued support in thefuture as well. Your Directors are thankful to the shareholders for their continuedpatronage.

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