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सारदा प्रोटिंस लिमिटेड निदेशकों की रिपोर्ट, सारदा प्रोटिंस लिमिटेड निर्देशकों द्वारा रिपोर्ट

सारदा प्रोटिंस लिमिटेड

बीएसई: 519242  |  NSE: N.A  |  ISIN: INE995U01011  |  Edible Oils & Solvent Extraction

खोजें सारदा प्रोटिंस लिमिटेड कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
DEAR MEMBERS,
 
 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
 
 Profit/(Loss) before Depreciation           (12.79)         (13.98)
 and Extra Ordinary Income
 
 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)
 
 Previous year figures have been re-grouped and rearranged wherever
 considered necessary.
 
 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
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `60.18 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `425.98 Cr की बिकवाली की
  • MARKET CUES : FIIs ने F&O में `1569.80 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `528.06 Cr की बिकवाली
  • MARKET CUES : इंडेक्स ऑप्शंस में `720.14 Cr की बिकवाली
  • MARKET CUES : स्टॉक फ्यूचर्स में `367.32 Cr की बिकवाली
  • MARKET CUES : स्टॉक ऑप्शंस में `45.72 Cr की खरीदारी
  • MPC MEET ON CREDIT POLICY : आज क्रेडिट पॉलिसी का एलान
  • JEFFERIES ON GODREJ PROPERTIES : Buy रेटिंग, लक्ष्य बढ़ाकर `1,040/Sh
  • HDFC : आज से खुलेगा QIP, फ्लोर प्राइस `1,838.94/Sh

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