The Directors have pleasure in presenting their 24th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2015.

1. FINANCIAL HIGHLIGHTS :                  (Amount in Rs. In Lakhs)

Particulars                                2014-15         2013-14

SALES                                       497.05          243.97

Other Income                                  6.45            2.82

Expenses                                    516.28          260.76

Depreciation                                  4.23            3.29

Extra Ordinary Income                        78.63             0.00

Profit/( Loss) before Taxes                  61.62           (17.27)

Provision for Taxes                           2.47            (5.12)

Net Profit/(Loss)                            59.15           (12.15)

2. OPERATIONS AND COMPANY'S AFFAIRS:

The Company's performance has slight better then last year in terms of sales and gross profit. The net profit has improved due to extraordinary income received due to sales of Land and Building of the company.

3. DIVIDEND:

There is not adequate surplus to declare any dividend during the year. Your directors do not recommend any dividend for the year.

4. CAPITAL STRUCTURE

During the FY 2014-15 there is no change in capital structure of the Company and paid up share capital of the Company stands at Rs. 2,43,48,500/- (Rupees Two Crores Forty Three Lac Forty Thousand and Five Hundred).

5. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the financial year 2014-15, the Board of Directors of the Company met 10 (Ten) times on 29th April, 2014, 13th May, 2014, 28th May, 2014, 31st July, 2014, 27th August, 2014, 04th October, 2014, 10th November, 2014, 22nd December, 2014, 10th February, 2015 and 23rd March, 2015 .

Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and the Listing Agreement entered into by the company with the Stock Exchanges. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31st March, 2015.

6. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All the Independent Non-Executive Directors of the company viz. Mr. Kailash Kumar Dhoot, Mr. Badri Bishal Sarda and Mr. Pawan Kumar Maheshwari, have submitted the declaration of independence as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year, Mrs. Krishna Devi Sarda (DIN: 07100074) was appointed as an additional director of the Company w.e.f. 23.03.2015.

During the year, Mr. Damodar Prasad Sarda was appointed as Chief Financial Officer (CFO) of the Company, pursuant to Section 203 of the Companies Act, 2013 read with the rules made there under and Ms. Jyoti Soni was appointed as a Company Secretary of the Company pursuant to Section 203 of the Companies Act, 2013 read with the rules made there under.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company's Articles of Association, Mr. Siddharth Sarda DIN:00763412, Director of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for reappointment.

8. TRANSFER TO RESERVES

During the period under review, no amount is being transferred to the reserves of the Company.

9. NOMINATION & REMUNERATION POLICY:

The Company follows a policy on "Nomination and Remuneration of Directors, Key managerial Personnel and Senior Management". The policy is approved by the Nomination & Remuneration Committee and the Board. More details on the same are given in Annexure "I".

10. AUDITORS

- Statutory Auditors

M/s. Khetawat Agarwal & Company, Chartered Accountants, Alwar (FRN 003960C) have been appointed as Statutory Auditors of the company at the last AGM held on 30.09.2014 for a period of five years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members.

The company has received letter from M/s. Khetawat Agarwal & Company, Chartered Accountants, Alwar to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 of the said Act.

The Notes on Financial Statements referred to in the Auditor's Report for the financial year ended 31st March, 2015 are self- explanatory and does not call for any further comments.

- Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur (FRN: P1984RJ039200) as Secretarial Auditor of the Company to carry out the secretarial audit of the company for the F. Y. 2014-15. The Secretarial Audit Report is annexed herewith as Annexure "II" and it carries following qualifications:

a. Newspaper Communications for Board Meetings and Result declarations were not published by the Company;

b. Limited Review Reports of Auditors have not been intimated to the Stock Exchange along with the financial results; and

c. Intimation and Outcome for all the Board Meetings held have not been communicated to the Stock exchange.

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

Considering the size and working of the business, and keeping in view the financial position, the Company was unable to publish the advertisements in newspaper.

Due to non-employment of a Whole-time Company Secretary in the Company the compliances remained pending and as a result of inadvertence the same could not be complied with. The Company strives to ensure the due compliances in future.

The Secretarial Audit report for the financial year ended 31 March, 2015 is self explanatory and does not call for any further comments.

- Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board has appointed M/s Amit M Agarwal, Chartered Accountants, Alwar as Internal Auditor of the Company to carry out the internal audit of the company for the F. Y. 2014-15.

The Internal Audit report for the financial year ended 31 March, 2015 is self explanatory and does not call for any further comments.

11. LOANS AND INVESTMENTS BY THE COMPANY

During the year under review, the company has not granted any loans, guarantees or provided securities in excess of limits prescribed under Section 186(2) of the Companies Act, 2013 and has not made any investment through more than two layers of investment Companies. The loan and advances provided is proposed to be utilised by the recipient are provided in the Financial Statements (Please refer to Note 12 and 16 in the financial Statement.

12. RELATED PARTY TRANSACTIONS

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

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

None of the Directors has any pecuniary relationships or transactions vis-…-vis the Company.

13. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and senior management personnel 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 all its Board members and senior management personnel for the year ended March, 31, 2015.

MATERIAL CHANGES DURING THE FINANCIAL YEAR UNDER REVIEW

The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to Material Changes And Commitments, there are no such material changes and commitments which affecting the financial position of the company.

14. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in form MGT 9 as on the financial year ended 31st March, 2015 is annexed herewith as Annexure " III.

15. RISK MANAGEMENT

The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage 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 and has some risk in their as sometime market goes in different directions. The directors keep strict watch on it.

16. EVALUATION OF PERFORMANCE OF BOARD/ COMMITTEES/ KMP/ INDIVIDUAL IRECTORS:

Pursuant to the provisions of the Companies Act, 2013, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as their presence, leadership, level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

17. 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 & Redressed) 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

- Number of complaints received : NIL

- Number of complaints disposed off : NIL

18. FIXED DEPOSITS

The Company has not invited, accepted or renewed deposits from public within the meaning of Section 73 of the Companies Act, 2013, read with The Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

19. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

The particulars relating to the energy conservation and technology absorption, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the ANNEXURE IV to this Report.

20. COMPOSITION OF AUDIT COMMITTEE

Composition

The Audit Committee comprises of three Directors, two of whom are Non-Executive, Independent Directors. The Chairman of the Audit Committee possesses knowledge by corporate finance, accounts and company law.

The constitution of the Audit Committee of Directors is as under:

Names of Members                    Designation

Mr. Kailash Kumar Dhoot             Chairman
    DIN: 00168546                   Independent, Non-Executive

Mr. Badri Bishal sarda              Member
    DIN: 01264693                   Independent, Non-Executive

Mr. Damodar Prasad Sarda            Member
    DIN: 00763377                   Whole time Director

Terms of Reference:

a) The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

b) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

c) Examination of the financial statement and the auditor's report thereon;

d) Approval or any subsequent modification of transactions of the company with related parties;

e) Scrutiny of inter-corporate loans and investments;

f) Valuation of undertakings or assets of the company, wherever it is necessary;

g) Evaluation of internal financial controls and risk management systems;

h) Monitoring the end use of funds raised through public offers and related matters.

i) The role of Audit Committee shall inter alia include the roles as prescribed in clause 49 of the listing agreement.

21. LISTING OF SECURITIES

The equity shares of the company are listed and traded in the BSE Limited and the listing fee for the year 2015-16 has been duly paid. Scrip Code: 519242. The company has applied for delisting to Calcutta Stock Exchange Association Limited on 2nd Sep 2003 and has not paid any listing fees since then and neither received any communication from the said exchange in this matter.

22. VIGIL MECHANISHM

As per Section 177 of the Companies Act, 2013, a Vigil Mechanism has been established in order to ensure that the activities of the Company and its employees are conducted in a fair, honest and transparent manner. The Vigil Mechanism Policy has been uploaded on the website of the Company i.e. www.sardaproteins.com.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

23. REMUNERATION RELATED DETAILS

A. None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

B. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub- section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure " V.

24. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures from the same;

- 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 or loss of the Company for that period;

- 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;

- the directors had prepared the annual accounts on a going concern basis;

- 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; and;

- the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. INTERNAL FINANCIAL CONTROL SYSTEMS:

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

26. ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its sincere appreciation for due co-operation received from the Company's Bankers, Government, Advisors, Shareholders etc. The Directors are also thankful to the employees at all levels for their continued support.

                                BY ORDER OF THE BOARD OF DIRECTORS 

                                        FOR SARDA PROTEINS LIMITED

                                                    SD/- 

                                             DAMODAR PRASAD SARDA 

PLACE : ALWAR                                       DIN: 00763377

DATE : 4th November, 2015                                CHAIRMAN