SAWANT FOOD PRODUCTS LIMITED ANNUAL REPORT 2011-2012 DIRECTOR'S REPORT To, The Shareholders Sawant Food Products Limited Your Directors present the Thirty Eight Annual Report together with the audited accounts for the year ended 31st March 2012. FINANCIAL RESULTS: The loss for the year ended 31st March, 2012, after providing depreciation, comes to Rs.21.80 Lacs (previous year Rs. 0.91 Lacs). DIVIDEND: In view of the losses of the Company, your Directors do not recommend payment of any dividend. DEPOSITS: The Company has not accepted any loans or deposits from the public in terms of Section 58A of the Companies Act, 1956 and rules framed under the Companies (Acceptance of Deposits) Rules, 1975. EMPLOYEES: There was no employee covered by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended. FOREIGN EXCHANGE EARNINGS AND OUTGO: There were no foreign currency exchange earning and outgo during the financial year 2011-2012. CORPORATE GOVERNANCE: In compliance with the recommendations of Securities Exchange Board of India on Corporate Governance Report and the listing agreements of the Stock Exchanges, a separate report on Corporate Governance and Management Discussion and Analysis giving details of the Company's business and operating results is annexed to this report. DIRECTORS: In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Prakash Shantaram Nivate & Mr. Vikrant Sawant, Directors of the Company, retire by rotation, being eligible, offers themselves for re-appointment. AUDITORS: Your Company's Auditors M/s. Gupta Rustagi & Co., Chartered Accountants, have been appointed as Statutory Auditors of the Company and retire at the conclusion of the forthcoming Annual General Meeting. They are eligible for re-appointment. The Company has received a certificate from them to the effect that the re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. You are requested to appoint auditors to hold such office from the conclusion of this Annual General Meeting and fix their remuneration. Directors Reply to Auditor's Qualification: Auditor's Reply of Comment Management 3(iii) The Company is in the process of rectifying the mistakes. 3(vi) The Company is in the process of rectifying the mistakes. 3(vii) The Company is in the process of rectifying the mistakes. 4 The Company is in the process of putting proper internal control system. 7 The Company is in the process of putting adequate internal audit system. 9(a) The Company is in the process of rectifying the mistakes. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby confirms:- a. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures; b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012 and of the profit or loss of the Company for the year ended on that date; c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and d. that the Directors have prepared the Annual Accounts on a going concern basis. ACKNOWLEDGMENT: The Directors record the gratitude to the Banks and other government Department for the Co-operation extended by them to the Company. For and On Behalf of SAWANT FOOD PRODUCTS LIMITED SD/- SD/- Ramesh Sawant Vikrant Sawant Chairman & Managing Director Director Place: Thane Date : 30th May, 2012. MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE & DEVELOPMENTS: Sawant Food Products Limited is engaged in export of marine food products i.e. fisheries. The Company's business is purely a natural product and thus depends on the availability of the fisheries in the various coastal areas. The Company has suffered heavily due to the outbreak of September 11, 2001 incident in the US. Because of which the market for the products of your company was totally banned for few months and because of which your company could not do any thing, but to wait for the market and other conditions to revive. OPPORTUNITIES & THREATS: The company is confident of re-gaining the market share after the US market lost due to the September 11, 2001 attack. The Company is also trying to enter into European Market also. SEGMENT REPORTING: This reporting does not apply to the company since your Company has revenues/losses coming from only one segment. OUTLOOK: The changed marketing strategies with stress on promoting with value-added exports and confining to domestic as well as international customers will start yielding better results in near future. RISKS AND CONCERNS: All the promises which management is making, depends on the strength of the shareholders and the confidence, which they have bestowed on the management. As on date there are many complaints received by us from the shareholders, but the Company is in the process of complying with the compliances and are confident of solving all the problems of non compliances with all the Governmental Authorities in near future along with the shareholders of the Company. INTERNAL CONTROL SYSTEM & ADEQUACY: Considering the sales volume of your Company, there is no system developed for internal audit for your company at this juncture. DISCUSSION ON FINANCIAL PERFORMANCE: The company had incurred huge losses and financial liabilities, however it is confident to come out of all the problems and the Company has recently started some of its activities. The promoters of the Company have put lot of funds in the Company in order to make M/s Sawant Food Products Limited a debt free Company. However, the secured loan of Rs. 250 lakhs is yet to be repaid to United Western Bank. HUMAN RESOURCES/INDUSTRIAL RELATIONS: The relation between the employees and the Company remained cordial through out the year. CAUTIONARY STATEMENT: Details given herein above relating to various activities and future plans may be 'forward-looking statements' within the meaning of applicable laws and regulations. Actual performance may differ substantially or materially from those expressed or implied. The Company may need to change plans or other projections due to changes in Govt. policies, tax laws and other incidental factors. For and On Behalf of SAWANT FOOD PRODUCTS LIMITED SD/- SD/- Ramesh Sawant Vikrant Sawant Chairman & Managing Director Director Place: Thane Date : 30th May, 2012.