AFFLUENCE

 
NOTICE
NOTICE is hereby given that the Twenty Seventh Annual General Meeting of the Shareholders of the Company will be held at Bharatiya Vidya Bhavan, Race Course Road, Bangalore Ð 560 001, at 10.30 a.m. on Tuesday, the 15th day of September, 2015, to transact the following business:
ORDINARY BUSINESS:
1.   To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2015 and the Statement of Profit and Loss for the year ended on that date, together with the BoardÕs Report and Auditors Report thereon.
2.   To declare Dividend.
3.   To appoint Mr. B Shantilal, Managing Director, who retires by rotation and being eligible, offers himself for reappointment. 
4.   To consider and to pass the following resolution as an Ordinary Resolution:
      "RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013  and The Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Messrs MSSV & Co, Chartered Accountants,  having ICAI Firm Registration No. 001987S, who have offered themselves for re-appointment and have  confirmed their eligibility to be appointed as Auditors, in terms of provisions of Section 141 of the Act, and Rule 4 of the Rules, be and are hereby re-appointed as Statutory Auditors of the  Company for the Company's financial years 2015-16 to 2016-17 and  to hold office from the conclusion of this Annual General Meeting until the conclusion of the 29th Annual General Meeting of the Company on such remuneration as may be agreed upon by the  Board of Directors and the Auditors, in addition to service tax and re-imbursement of out of pocket expenses incurred by them in connection with the audit of Accounts of the Company".
SPECIAL BUSINESS:
5.   To consider and to pass the following resolution as an Ordinary Resolution:
      "RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any  other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr. Shailesh Siroya (holding DIN 00048109), Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years for a term up to 26th January, 2020".
                                                  By the Order of the Board
For SUNIL AGRO FOODS LIMITED
Place:  Bangalore              Pramod Kumar S
Date:   03.08.2015             Executive Director
NOTES:
1.   A Member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of himself/herself and such proxy need not be a member of the Company. Proxies in order to be effective must be received at the Registered Office of the Company at least 48 hours before the Meeting.
2.   Explanatory Statement as per Section 102 of the Companies Act, 2013 is attached hereto, in respect of Special Business.
3.   Listing fee has been paid to the BSE Ltd, Mumbai up to date.
4.   The Register of Members and the Share Transfer books of the Company will remain closed from 8th September, 2015 to 15th September, 2015 (both days inclusive).
5.   Dividend of Re. 0.50 (5%) per Equity Share as recommended by the Board, if approved at the Meeting, will be paid to those members whose names appear on the Register of Members of the Company/beneficial owners as per the records of depositories as on 7th September, 2015.
6.   Members are requested to quote the Folio Numbers or Demat Account Numbers and Depository Participant ID (DPID) in all correspondence to the Registrar and Share Transfer Agents of the Company.
7.   Members holding shares in physical form are requested to consider converting their holding to dematerialized to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or Integrated Enterprises (India) Limited for assistance in this regard.
8.   Pursuant to SEBI Notification No. MED/DOP/Circular/05/2009, dated May 20, 2009, it has become mandatory for the transferee(s) to furnish copy of PAN Card to the Company/RTA to enable/effect transfer of Shares in physical form.
9.   The Equity Shares of the Company are available for trading in dematerialized form (electronic form) through Depository Participants. The Company has entered in to agreements with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). ISIN No.  INE224D01012. All the Shareholders holding Shares in the physical form are requested to make use of this facility. Members are requested to open Demat Account with any of the Depository Participants to enable transacting in the Stock Exchanges.
10. Members are requested to bring copy of the Annual Report along with them to the Annual General Meeting.
11. The Shares of the Company are compulsorily traded in electronic form. Members are requested to inform the CompanyÕs Registrars and Share Transfer Agents viz., Integrated Enterprises (India) Limited, Unit: Sunil Agro Foods Limited, 30, Ramana Residency, Ground Floor, 4th Cross, Sampige Road, Malleshwaram, Bangalore-560 003, about the changes, if any, in their registered addresses, along with the PIN Code number quoting their folio number. All correspondence relating to transfer of shares may be sent directly to the aforesaid Transfer Agents of the Company.
12. As regards to re-appointment of Mr. B Shantilal, referred to in item No. 3 of the notice, the following necessary disclosures are made for the information of the Shareholders:
      Particulars                                                  Details
      Name                                                          Mr. B Shantilal
      Date of Birth                                               09.11.1942
      Date of Appointment                                20.01.1988
      Qualifications                                            Graduate
      Expertise in specific                                General Management,
functional area                                          Managing Director
      Directorships held in other                     1.   BRFM India Private Companies
(excluding Limited foreign companies)    
                                                                            2.   Brindavan Roller Flour Mills Private Limited
                                                                            3.   Puskar Investments Private Limited
                                                                            4.   Roller Flour Millers Federation of India
                                                                            5.   Federation of Karnataka Chambers of Commerce and Industry
      Membership/Chairmanships
of Committees of other public
companies (included only Audit
and Shareholders/ Investors
Grievance Committee)          NIL 
13. Voting through electronic means:
      Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Company is pleased to offer e-voting facility to the members to cast their votes electronically on all resolutions set forth in the Notice convening the 27th Annual General Meeting to be held on Tuesday, the 15th Day of September, 2015 at 10.30 am.  The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide the e-voting facility.  
      The instructions for e-voting are as under:
      (i)   The voting period begins on Saturday, 12th September, 2015 (9.00 AM) and ends on Monday, 14th September, 2015 (5.00 PM). During this period shareholdersÕ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 7th September, 2015 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
      (ii)  The shareholders should log on to the e-voting website www.evotingindia.com.
      (iii) Click on ‘Shareholders’.
      (iv) Now Enter your User ID
                        a.            For CDSL: 16 digits beneficiary ID,
                                b.            For NSDL: 8 Character DP ID followed by 8
                Digits Client ID,
                                c.             Members holding shares in Physical Form
                should enter Folio Number registered with
                the Company.
      (v)  Next enter the Image Verification as displayed and Click on Login.
      (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
      (vii)If you are a first time user follow the steps given below:
                         For Members holding shares in Demat Form and Physical Form
             PAN*    Enter your 10 digit alpha-numeric *PAN
                         issued by Income Tax Department  Applicable for both demat shareholders as                                                                                                   well as physical shareholders)
·      Members who have not updated their
PAN with the Company/Depository
Participant are requested to use the first
two letters of their name and the last 8
digits of the sequence number in the  PAN field.
·      In case the sequence number is less
than 8 digits enter the applicable number
of 0Õs before the number after the first  two characters of the name in CAPITAL  letters. Eg. If your name is Ramesh  Kumar with sequence number 1 then enter RA00000001 in the PAN field.
             DOB#   Enter the Date of Birth as recorded in your demat account or in the company records for
                         the said demat account or folio in dd/mm/yyyy format.
            


Divi-        Enter the Dividend Bank Details as recorded
             dend      in your demat account or in the company
             Bank      records for the said demat account or folio.
            Details  -   Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).
      (viii)     After entering these details appropriately, click on ‘SUBMIT’ tab.
      (ix)  Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
      (x)   For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
      (xi)  Click on the EVSN for the relevant Sunil Agro Foods Limited on which you choose to vote.
      (xii) On the voting page, you will see ÒRESOLUTION DESCRIPTIONÓ and against the same the option ÒYES/NOÓ for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
      (xiii)     Click on the 'RESOLUTIONS FILE LINK' if you wish to view the entire Resolution details.
      (xiv)     After selecting the resolution you have decided to vote on, click on ÒSUBMITÓ. A confirmation box will be displayed. If you wish to confirm your vote, click on 'OK', else to change your vote, click on 'CANCEL' and accordingly modify your vote.
      (xv) Once you ÒCONFIRMÓ your vote on the resolution, you will not be allowed to modify your vote.
      (xvi)     You can also take out print of the voting done by you by clicking on ÒClick here to printÓ option on the Voting page.
      (xvii)    If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
      (xviii)   Note for Non Ð Individual Shareholders and Custodians
·      Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
·      A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
·      After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.
·      The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
·      A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
      (xix)     In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ('FAQs') and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.
Other Instructions:
      (i)   The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 7th September, 2015.
      (ii)  if the share holder exercises his vote both  electronically and physically, then the vote cast by him electronically will supercede.
      (iii) Mr. Parameshwar G. Bhat, Practising Company Secretary (Membership No. ACS- 25127) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
      (iv) The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a ScrutinizerÕs Report of the votes cast in favour or against, if any, forthwith to the Chairman/Designated Director of the Company.
      (v)  The Results shall be declared within three (3) days from the conclusion of the AGM. The Results declared along with the ScrutinizerÕs Report shall be placed on the CompanyÕs website www.sunilagro.in and on the website of CDSL within three (3) days of passing of the resolutions at the AGM of the Company and also communicated to BSE.
      (vi) Further, members may note the following:
      a.   Remote e-voting shall not be allowed beyond the said date and time.
      b.   The Company is providing facility to vote on a poll to the members present at the meeting.
      c.   The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.
      d.   A person whose name is recorded in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting or voting in the General Meeting.
14.       All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company i.e. Plot No.39-A2, Industrial Area Chokkahalli, Hosakote Ð 562 114 during normal hours (10.00 am to 12.00 noon) on all working days, up to and including the date of the Annual General Meeting of the Company..
By the Order of the Board
For SUNIL AGRO FOODS LIMITED
Place:  Bangalore              Pramod Kumar S
Date:   03.08.2015             Executive Director
 
 
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.
Item No. 5
Mr. Shailesh Siroya (DIN 00048109): As regards appointment of Mr. Shailesh Siroya as an Independent Director referred to, in Item No.5 of the notice, the following necessary disclosures are made for the information of the Shareholders:
 Particulars                                          Mr. Shailesh Siroya
 Date of Birth                                       10.08.1966
 Date of Appointment                        28.07.2003
 Qualifications                                    MBA (Finance) - The University of Akron, Ohio, USA
 Expertise in specific                        General Management
 functional area                                  Dierector
 Directorships held in                        Bal Pharma Limited
 other Public                                      
 Companies (excluding                  
 foreign companies)                          
 Membership /                                    NIL
 Chairmanships of
 Committees of other
 public companies
 (included only Audit
 and Shareholders/
 Investors Grievance
 Committee)                                       
NConsidering the experience and knowledge of Mr Siroya, the Board recommends the resolution for approval.
None of the Directors/Key Managerial Personnel except Mr. Shailesh Siroya himself is concerned or interested in this Resolution.
This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with the Stock Exchange.  
By the Order of the Board
For SUNIL AGRO FOODS LIMITED
 Place:  Bangalore  Pramod Kumar S
Date:   03.08.2015     Executive Director
 
DIRECTORS’ REPORT
The Board of Directors has pleasure in presenting the 27th Annual Report and Audited Statement of Accounts for the period ended 31st March, 2015 together with the Independent AuditorsÕ Report.
FINANCIAL RESULTS :     (Rs. in Lacs)
Particulars                                01.04.2014   01.04.2013
                                                                    to                    to
                                                  31.03. 2015   31.03.2014
Sales & Service                         10548.02       13659.21
Profit before depreciation,
tax  & financial charges               357.76           376.70
Less:  Depreciation                         98.10              79.22
Less: Finance Charges                 158.95           147.30
Less: Provision for taxation
(net of deferred tax)                         16.23              42.88
Profit After Taxation                         84.47           107.30
Add:  Profit & Loss account
Balance b/f                                      586.43           514.27
Less: Depreciation on assets         34.38                       -
Profit available for Appropriation 636.52           621.56
Appropriation:                                                                     
Amount transferred to
General Reserve                                        -                       -
Proposed Dividend & Tax
thereon                                               18.02              35.13
Balance in Profit & Loss
Account                                            618.50           586.43
2.    STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
        The Company continued to perform under certain challenges and hurdles. Overall revenue dropped to some extent; however profitability was maintained. Higher depreciation as per the requirements of the Companies Act, 2013, was provided for.
        The Company has undertaken expansion program which is expected to be completed by this year end and other avenues of business are being explored. The major concern will be on the closure of all noodle factories in India and Nestle (FSSAI) has been one of the major customers of the Company wherein the business has stopped.

3.   EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

        There was no material event reported subsequent to the date of financial statements.
4.    CHANGE IN THE NATURE OF BUSINESS, IF ANY:
        There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.
5.    DIVIDEND:
        Your Directors are pleased to recommend dividend of Re 0.50 per Equity Shares of the face value Rs 10/- (5%) which is provided for in the accounts absorbing a sum of Rs 15,01,450/- if approved by the members in the ensuing Annual General Meeting.
6.    RESERVE:
        The Board has not proposed to transfer any amount to its reserves.
7.    SHARE CAPITAL:
        The paid up Equity Share capital as on 31st March, 2015 was Rs. 300.29 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
8.    PERFORMANCE OF THE COMPANY:
        The Company continued to operate with an optimum mix of different resources. Business with General Means continued during the year under review. Timely refurbishing of accessories continued. Emergence of competition in the recent past is a cause of concern to your Company.
9.    CORPORATE SOCIAL RESPONSIBILITY:
        Since the Company does not meet the criteria for the applicability of Section 135 of the Companies Act read with the Companies (Accounts) Rules, 2015, this clause is not applicable.
10.  RISK MANAGEMENT:
        The Company has formulated a Risk Management Policy and a mechanism to inform the Board about risk assessment and mitigation procedures. Also undertakes periodical review to ensure that executive management controls risks by means of a properly designed framework.
        The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the BoardÕs Report.
11.  VIGIL MECHANISM / WHISTLE BLOWER POLICY:
        The Company has a Whistle Blower Policy for vigil mechanism which is available on website of the Company and there were no cases reported during last Period.
        http://www.sunilagro.in/sunil-agro-foods-whistle-blower-policy
12.  INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JV:
        The Company does not have any Subsidiary, Joint Venture or Associate Company.
13.  DIRECTORS AND KMP:
        In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. B Shantilal, Managing Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for reappointment.
        During the period Ms. Gayithri Shankarappa has been appointed as Chief Financial Officer of the Company w.e.f. 26th May, 2014.
        The Company is yet to appoint Company Secretary and efforts are on towards this direction.
        The Company has formed Nomination and Remuneration Committee as per the requirements of Companies Act, 2013
14.  INDEPENDENT DIRECTORS:
        All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
        Mr. A V S Murthy has been appointed as Independent Director of the Company w. e. f. from 10th September, 2014 to hold office for five consecutive years for a term up to 31st March, 2019.
        Mr. Shailesh Siroya has been appointed as Independent Director of the Company w.e.f. from 27th January, 2015 for five consecutive years for a term up to 26th January, 2020 which appointment is placed before the Shareholders at the Annual General Meeting..  
        More details on terms of appointment of Independent Directors can be viewed on website of the Company at:
        http://www.sunilagro.in
15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
        The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. During the period under review 4 Board Meetings we held on 26th May 2014, 30th July 2014, 14th November 2014 and 27th January 2015.
        The Agenda of the Meeting is circulated to the Directors in advance.  Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.
16.  ANNUAL BOARD EVALUATION:
        Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has established an annual performance evaluation of its own performance and the Individual Directors performance. The manner of evaluation has been explained in the Corporate Governance Report.
17.  DIRECTOR'S RESPONSIBILITY STATEMENT:
        In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:
        (a)  in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
        (b)  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 and loss of the company for that period;
        (c)   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;
        (d)  the directors had prepared the annual accounts on a going concern basis; and
        (e)  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.
        (f)   the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18.  INTERNAL FINANCIAL CONTROL:
        The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
19.  EXTRACT OF ANNUAL RETURN:
        As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual return in MGT-9 attached as a part of this Annual Report.
20.  DEPOSITS:
        Your Company has not invited/accepted/renewed any deposits from the public as defined under the provisions of Companies Act, 2013 and accordingly, there were no deposits which were due for repayment on or before 31st March, 2015.
21.  RELATED PARTY TRANSACTIONS:
        The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribed format, AOC 2 has been enclosed with the report.
22.  MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
        There are no material changes and commitments between the end of the Financial Period and the Date of the Report, which affect the financial position of the Company.
23.  PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY:
        The Company has duly complied with the provision of Section 186 of the Companies Act, 2013 and it has taken:
        Secured Loans:                          Rs. 13,12,44,128/-
        Unsecured Loans:                           Rs. 65,70,316/-
        Current/Non-Current Investments: Rs. 51,07,577/-
        Guarantees:                                                            Nil
        Securities Extended:  Secured by the certain immovable properties of the Company, hypothecation by way of first charge on companyÕs stock, book debts, plant and machinery and vehicles.                
24.  AUDITORS:
        The Auditors, Messrs MSSV & Co., Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting. The Company has received a certificate under Section 141 of the Companies Act, 2013 from them that their appointment would be within the limits specified therein.
25.  SECRETARIAL AUDIT:
        Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijayakrishna KT, Bangalore, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed to this Report.
        Explanations by the Board on the comments of Secretarial Auditor:
        a) Regarding non-appointment of Company Secretary Ð The Company has infused efforts to recruit qualified Company Secretary; however, no suitable candidate could be recruited. One candidate who was given offer did not report for duty.
        b) Regarding delay in filing returns with Stock Exchange Ð The delay occurred when the physical copies sent through courier were lost.
26.      EXPLANATION BY BOARD ON THE COMMENTS BY AUDITORS:
Auditors' Comment:
As per Accounting Policy number 2.8, the Company has valued the investment at cost. As on March 31, 2015 there is a fall in the value of investments to the extent of Rs.30.07 lacks. The Company has created provision for fall in the value of investment only to the extent of Rs.0.91 lakhs in the earlier years. The impact of non-provision for the fall in the value of investment is         
¥     Profit is overstated to the extent of Rs.29.16 lacks and investment are overstated to  the same extent
 
Board's Response:
The temporary nature of fluctuations in the capital market is the reason for valuing the investments at cost. In view of the adequate reserves and surplus available in the books of the Company, the Board has decided that no provisions are required.


27.      RATIO OF REMUNERATION TO EACH DIRECTOR:
        Details/Disclosures of Ratio of Remuneration to each Director to the median employeeÕs remuneration is annexed to this report.
28.  LISTING WITH STOCK EXCHANGES:
        The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Ltd where the CompanyÕs Shares are listed.
29.  CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
        Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement.  A report on Corporate Governance is included as a part of this Annual Report.
        Certificate from the Statutory Auditors/Practicing Company Secretary of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.
30. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNALS IMPACTING GOING CONCERN STATUS OF COMPANY:
        No order was passed by any court or regulator or tribunal during the period under review which impacts going concern status of the Company.
31.  COMPOSITION OF AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE & STAKEHOLDERS RELATIONSHIP COMMITTEE:
Following are the composition of various Committees:
i)    Composition of Audit Committee:
        1.  Mr. AVS Murthy               -      Chairman
        2.  Mr. Shailesh Siroya        -      Member
        3.  Mr. Pramodkumar S      -      Member
ii)    Composition of Nomination and Remuneration Committee:
        1.  Mr. AVS Murthy                -     Chairman
        2.  Mr. Shailesh Siroya        -     Member
        2.  Ms. Pinky Jain                  -     Member
iii)   Composition of Stakeholders Relationship Committee:
        1.  Mr. AVS Murthy                -     Chairman
        2.  Mr. Shailesh Siroya        -     Member
        2.  Ms. Pinky Jain                  -     Member
32. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(A) Conservation of Energy:
1.    Energy Conservation measures taken:
        The Company has a system to monitor consumption of energy and all efforts for conservation of energy wherever possible are made and have installed Solar Energy lights in the plant. Energy efficient electric Tubes have been installed to save energy. The Company has also installed energy efficient meters controlling waste of power.
2.    Additional investments and proposal being implemented for reduction and consumption of energy and the impact of the same in the cost of production of goods.
3.    Energy Audit done
        Investment was made in machinery designed for low energy consumption and such machinery was in operation in the period under review.
B)    Technology Absorption:
        The Company is committed to maintaining its standard and high quality of its production and is constantly engaged in efforts to confer to the guaranteed customer satisfaction.
(C)  Foreign Exchange Earnings and Outgo:
        The Company expended Rs. 1,80,30,763/- in foreign exchange during the period under review and the CompanyÕs earnings in foreign currency is nil during the year under review.
33.  PARTICULARS OF EMPLOYEES:
        The information required pursuant to Section 197 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in the Annexure forming part of the Report.
34.  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 & Redressal) 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:
        No of complaints received: NIL
        No of complaints disposed: NIL
35.  ACKNOWLEDGEMENT:
        The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from Government of India, Government of Karnataka, CompanyÕs Bankers, Customers, Principals, Business Associates and other Acquaintances.
        Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also.
By order of the board
For SUNIL AGRO FOODS LIMITED
Place : Bangalore                                                               SHANTILAL BANSILAL PRAMOD KUMAR S
Date : 03-08-2015                                                               Managing Director Executive Director
 
 
 
 
 
 
CORPORATE GOVERNANCE REPORT
A. Company’s Philosophy on Code of Corporate Governance :
The Company’s philosophy is sustained profitable growth and increase in stakeholders’ value. This will be done through proper transparency and disclosures, adequate internal controls in its business practices and risk management, proper communication and good standards in safety, health, environment management, highest standards in accounting fidelity, product and service quality. The Company complies with the listing requirements of the Stock Exchanges, where its Shares are listed and endeavors to meet necessary listing guidelines. The Company has complied with all the provisions of Companies Act, SEBI guidelines and also those of the Stock Exchanges guidelines and is committed to good Corporate Governance. The Board fully understands and takes responsibility for its commitments to stakeholders, employees, vendors, customers and the communities where it operates. The primary objective of Customer Satisfaction is relentlessly pursued. 
B. Board of Directors :
Composition & Size of the Board.
As on 31st March, 2015, the Board comprised of five Directors including 2 Non-Executive Independent Directors, and one Non-Executive non-Independent Director. During the period, Mr. A V S Murthy was appointed as Independent Director w.e.f. from 10th September, 2014 and Mr. Shailesh Siroya was appointed as Independent Director w.e.f. from 27th January, 2015.

Name of Drectors DIN No. of Board Attendance No. of other Memberships Category
Messrs Meetings at last AGM on Directorships of other Board
attended 11th Sep 2014 Committees
Shailesh Dheerajmal 00048109 2 No 10 3 Non-Executive
Siroya Independent
AVS Murthy 00085805 3 Yes 4 3 Non-Executive
Independent
Shantilal Bansilal 00719808 4 Yes 4 0 Executive
Pramod Kumar 00719828 4 Yes 5 1 Executive
Shantilal
Pinky Jain 03636974 4 Yes 1 2 Non-Executive
Non-Independent
The outside Directorships and Committee memberships are within the limit prescribed in the Companies Act, 2013 and clause 49 of the Listing Agreement.
The Company issued letters of appointment to all the Independent Directors as per Schedule IV to the Companies Act, 2013 and the terms and conditions of their appointment have been disclosed on the website of the Company i.e.
http://sunilagro.in/sites/default/files/Mr.AVSMurthyAppointmentletter.pdf
http://sunilagro.in/sites/default/files/Mr.ShaileshSiroyaappointment.pdf
The Company’s familiarization program for Independent Directors is available on the website of the Company i.e.
http://sunilagro.in/familiarisation-program
As required, a brief profile and other particulars of the Directors seeking appointment/re-appointment are given in the Notice convening the 27th Annual General Meeting.
Number of Board Meetings held during the period along with the dates of the Meetings
During the period the Board met 4 times on the following dates:
26th May 2014, 30th July 2014, 14th November 2014 and 27th January 2015.
During the period, separate meeting of the Independent Directors was held on 27th January, 2015 without the attendanceof non-independent Directors and members of the management.
The Board at its meetings reviewed compliance reports prepared by the Company on quarterly basis.
Compliance with the Code of Conduct
The Company has adopted Code of Conduct and has framed a Whistle Blower Policy aimed at better Corporate Governance and continued Vigil Mechanism which is available on the website of the Company.
Web link: http://www.sunilagro.in/code-conduct, http://www.sunilagro.in/sunil-agro-foods-whistle-blower-policy
3. Audit Committee
The Audit Committee having powers, role and terms of reference as per clause 49 of the Listing Agreement and the applicable Sections of the Companies Act, 2013.
The terms of reference:
The terms of reference of the Audit Committee as per guidelines set out under Clause 49(III) of the Listing Agreement with the Stock Exchanges read with Section 177 of the Companies Act, 2013, are set out below:
• Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
• Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
• Examination of the financial statement and the auditors’ report thereon;
• Approval or any subsequent modification of transactions of the company with related 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 related matters.
The Committee comprises of Mr. AVS Murthy, Mr. Shailesh Siroya and Mr. Pramod Kumar S with Mr. A V S Murthy as Chairman.
The Internal Auditors and Statutory Auditors attend the meetings of the Audit Committee, by invitation.
Meetings and the attendance during the period

The Committee met four times during the period on the following dates:
26th May 2014, 30th July 2014, 11th November 2014 and 27th January 2015.
The attendance of each member of the Committee is stated below:
Name of Directors No. of Meetings Attended
Mr. AVS Murthy 4
Mr. Shailesh Siroya 3
Mr. Pramodkumar S 4 
4) Nomination & Remuneration Committee:
In compliance with the provisions of Section 178(5) of the Companies Act, 2013 and the Listing Agreement, name of the Committee was changed from ‘Remuneration Committee’ to ‘Nomination and Remuneration Committee.’
As per clause 49 of the Listing Agreement and the applicable Sections of the Companies Act, 2013, role and terms of reference of Nomination & Remuneration Committee are as follows:
• Formulation of the criteria for determining qualifications, positive attributes and independence of a Director.
• Recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees.
• Formulation of criteria for evaluation of Independent Directors and the Board including carrying out evaluation of every director’s performance.
• Devising a policy on Board diversity.
• Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. 
• Such other matters as may be prescribed under the Companies Act, 2013, listing agreement and by the Board of Directors of the Company from time to time.
The Committee comprises of Mr. AVS Murthy, Mr. Shailesh Siroya and Ms. Pinky Jain with Mr. A V S Murthy as Chairman.
Meetings and the attendance during the year:
The Committee met on 27th January, 2015:
Name of Directors No. of Meetings Attended
(includes participation through video conferencing)
Mr. AVS Murthy         1
Mr. Shailesh Siroya      0
Ms. Pinky Jain 1
Remuneration Policy:
Remuneration of employees largely consists of base remuneration, perquisites and performance incentives. The components of the total remuneration vary from different cadres and are governed by industry pattern, qualifications and experience of the employee, responsibilities handled by him, individual performance etc.
The objectives of the remuneration policy are to motivate employees to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.
The details of remuneration paid to the Directors during the period are furnished below:
a) Managing Director:
Rs. Lakhs
Name Salary Performance Other PF & Total
Bonus & incentive Perquisites Superannuation
Mr. B Shantilal 12.70 - - - 12.70
b) Non-Executive Independent Directors:
Rs. Lakhs
Name Sitting fees Commission for the period
Mr. AVS Murthy 0.12 -
Mr. Shailesh Siroya  0.07 -
Total 0.19 -
c) Non-Executive Directors:
Rs. Lakhs
Name Sitting fees Commission for the period
Pinky Jain 0.12
The Company does not have any Stock Option Scheme.
5. Stakeholders’ Relationship Committee:
In compliance with the provisions of Section 178(5) of the Companies Act, 2013 and the Listing Agreement, name of the Committee was changed from Shareholders’ Grievance and Investor Relations Committee to Stakeholders’ Relationship Committee.
The terms of references of the Committee are as follows:
• To consider and approve share transfers, transmissions, transposition of names.
• Issue and split/duplicate certificates. 
• Ratify confirmations made to the demat requests received by the Company
• Review the status report on redressal of shareholders’ complaints received by the Company/ share
transfer agents.
The Committee comprises of Mr. AVS Murthy, Mr. Shailesh Siroya and Ms. Pinky Jain with Mr. A V S Murthy as Chairman.
Meetings and the attendance during the year:
The Committee met on 30th May, 2015:
Name of Directors No. of Meetings Attended
(includes participation throughtelephonic/video conferencing)
Mr. AVS Murthy         1
Mr. Shailesh Siroya      0
Ms. Pinky Jain 1
During the year there were no complaints received from the Shareholders and there was no pending share transfer as on 31st March, 2015.
Name, designation & address of Compliance Officer:
Name: Mr Pramod kKumar S
Address: No.10, Kamal Nivas, Srikantaiah Layout,
Crescent Cross Road, Bangalore- 560 001
Designation: Executive Director
E-Mail: pramodjain@sunilagro.in
Phone: 080-27971371
Fax: 080-27971459
6. Risk Management
As an established practice, at each Meeting of the Board, the Directors are updated on Risks Identification and steps taken to mitigate the same.
7. CEO/CFO Certification
The Managing Director and the CFO of the Company have certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of Internal Controls for the financial reporting purpose as required under clause 49(IX) of the Listing Agreement, for the period ended 31st March, 2015.
8. General Body Meetings
Location and time of the last three Annual General Meetings:
Financial Year Date Time Location
2011-2012 03-09-2012 10.30 am Bharatiya Vidya Bhavan, Race Course Road,
Bangalore- 560001
2012-2013 11-09-2013 10.30 am Bharatiya Vidya Bhavan, Race Course Road,
Bangalore- 560001
2013-2014 10-09-2014 10.30 am Bharatiya Vidya Bhavan, Race Course Road,
Bangalore- 560001
There were no Extra-ordinary General Meetings held during the period under review.
9. Disclosures
Transactions with the related parties are disclosed in Notes forming part of the Financial Statements.
The Register of Contracts containing the transactions, in which Directors are interested, is placed before the Board every quarter and approved. These transactions are in the normal course of business entered at arm’s length price mechanism.
During the last three years, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets.
10. Means of Communication
• Quarterly results are published in the prominent daily newspapers. 
• Necessary disclosures as per the requirement of SEBI/Listing Agreement and Corporate Laws are made
within prescribed time as required.
• Management Discussion and Analysis forms part of the Annual Report.
The general information about the Company and the information as required under the Companies Act, 2013 and Listing Agreement have been uploaded on the Company’s website: http://www.sunilagro.in/brief-information-about-sunil-agro-foods-limted-safl
11. General Information to Shareholders
a) Annual General Meeting:
Annual General Meeting will be held at 10.30 a.m. on Tuesday, the 15th September, 2015 at Bharatiya
Vidya Bhavan, Race Course Road, Bangalore - 560 001:
b) Annual General Meeting:
Sl. No. Particulars Dates
1. Annual Results of the previous year 26.05.2014
2. First Quarter Results 30.07.2014
3. Annual General Meeting 10.09.2014
4. Second Quarter Results 14.11.2014
5. Third Quarter Results  27.01.2015
c) Date of Book Closure for the year 2014-2015: 8th September, 2015 to 15th September, 2015
d) Listing of Equity Shares on Stock Exchanges at: Mumbai (BSE)
e) Registrar and Share Transfer Agent:
Integrated Enterprises (India) Limited
No.30, Ramana Residency, Ground Floor, 4th Cross, Sampige Road, Malleswaram,
Bangalore - 560 003 Phone Nos: 23460815 to 18, Fax: 23460819, Email id: alfint@vsnl.net.in
f) Share Transfer System :
The Company’s Shares are traded in the Stock Exchanges compulsorily in the demat mode. Shares in physical mode which are lodged for transfer at the Investor Service Center are processed and subject to exercise of option under compulsory transfer cum demat procedures; Share certificates are either dematerialized or returned within the time prescribed by the authorities.
g) Distribution of Shareholding as on 31.3.2015 :
Range of Shares No. of Members % to Total No. of Amount % to
Shareholders Shares Held (Rs.) Total
Upto -   5,000 1054 85.41 1,41,824 14,18,240 4.72
5,001 - 10,000 68 5.51 54,503 5,45,030 1.82
10,001 - 20,000 54 4.38 85,076 8,50,760 2.83
20,001 - 30,000 15 1.22 40,137 4,01,370 1.34    
30,001 - 40,000 7 0.57 25,689 2,56,890 0.86
40,001 - 50,000 7 0.57 34,678 3,46,780 1.15
50,001 - 1,00,000 10 0.81 72,642 7,26,420 2.42
1,00,001 and above 19 1.54 25,48,351 2,54,83,510 84.86
Total 1234 100 3002900 30029000 100
h) Categories of Shareholders as on 31.3.2015 :
Category No. of Shares held % of Shareholding
Promoters 2110676 70.29
Persons acting in concert 60500 2.01
Institutional Investors 40000 1.33
Others 791724 26.37
TOTAL 3002900 100.00
i) Dematerialization of shares and liquidity
Summary of Shareholding as on March 31, 2015:
Particulars Shares Percentage No. of Shareholders
Physical mode 1,70,960 5.69 551
Electronic Mode 28,31,940 94.31 683
TOTAL 30,02,900 100.00 1234
J) Stock Market Data:
The monthly high, low and closing prices of equity shares of the Company traded on BSE Ltd. from April 1, 2014 to March 31, 2015 are given below: 
Month Volume High Price Low Price Close Price Sensex 
Apr-14 6577 17.85 16.70 16.70 22417.80
May-14 7295 17.70 16.00 17.60 24217.34
Jun-14 8561 21.30 16.75 16.75 25413.78
Jul-14 8244 19.05 16.85 18.75 25894.97
Aug-14 2855 20.20 16.85 17.00 26638.11
Sep-14 2784 19.60 16.55 19.60 26630.51
Oct-14 13347 28.65 20.30 25.00 27865.83
Nov-14 14363 26.25 20.75 22.80 28693.99
Dec-14 726 26.10 23.65 26.00 27499.42
Jan-15 3428 24.70 20.60 20.60 29182.95
Feb-15 2038 21.65 17.80 17.80 29361.50
Mar-15 550 17.10 17.00 17.00 27957.49

k) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on Equity  - NIL
l) Plant Locations :
Plot No; 39-A2, Hosakote Industrial area, Chokkahalli, Hosakote -562 114
m) Address for correspondence :
The Company’s Registered Office is situated at Plot No. 39-A2, Hosakote Industrial area, Chokkahalli, Hosakote -562 114.
Shareholders correspondence should be addressed to Plot No. 39-A2, Hosakote Industrial area, Chokkahalli, Hosakote -562 114.

Shareholders holding Shares in electronic mode should address all their correspondence to their respective Depositories Participants (DPs).

For and on behalf of the Board of Directors
Place: BangalorePramod Kumar SShantilal BansilalDate: 03.08.2015Managing DirectorDirector



MANAGEMENT DISCUSSION AND ANALYSIS REPORT
1. Business Overview: 
The Company has achieved a turnover of Rs. 10,548.02 Lakhs (previous year Rs. 13,659.21 Lakhs) for the financial year ended 31.03.2015 with a net profit of Rs. 84.47 Lakhs (previous year Rs. 107.29 Lakhs). 
2. Opportunities: The Company is looking at rationalising the product mix with the addition of new products.
3. There is no unforeseeable risk expected during this year except the loss of business on account of closure of noodles related business which occurred during the year.
4.Outlook: The Company will strive for better values.
5. Internal Control System: The Company has effective control system commensurate with its operations. The Company has internal audit system through outside agency with qualified Chartered Accountant, carries out the audit based on a planned program. The audit also reviews the adequacy and effectiveness of the internal control system and the follow up action taken pursuant to audit observation.
6.Human Resource Development: The Company conducts regular training programs both internally and externally for Employees at all levels to improve the skills and overall development. Employees’ relations at all the levels continue to remain cordial.
For and on behalf of the Board of Directors
Place: Bangalore Shantilal Bansilal Pramod Kumar S.
Date: 03.08.2015 Managing Director  Executive Director



CEO & CFO Certification
We confirm that:
We have reviewed the financial statements including the cash flow statement for the year and certify to the best of our knowledge and belief that:
the statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
the statements together present a true and fair view of the Company’s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.
To the best of our knowledge and belief, no transactions entered into, by the Company during the year ended 31st March, 2015 were fraudulent, illegal or against to the Company’s Code of Conduct.
We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of the internal control systems of the Company and we have disclosed to the Auditors and to the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we were aware and the steps we had taken or propose to take to rectify those deficiencies.
i. There has not been any significant change in internal control during the year;
There has not been any significant change in Accounting Policies during the year requiring disclosure in the notes to the financial statements; and
We are not aware of any instances during the year of significant fraud with involvement therein, of the Management or any employee having a significant role in the Company’s internal control system over financial reporting.
Place : Bangalore Pramod Kumar S Gayathri Shankarappa
Date  : 03.08.2015 Executive Director Chief Financial Officer


ANNEXURE - IX
THE RATIO OF REMUNERATION OF EACH DIRECTOR

(i) The ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the Financial Year;
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year; (iii) The percentage increase in the median remuneration of employees in the Financial Year;
(iv) The number of permanent employees on the rolls of Company;
(v) The explanation on the relationship between average increase in remuneration and company performance; (vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;
(vii) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current Financial Year and previous Financial Year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last Public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current Financial Year and previous Financial Year;
(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company
(x) The key parameters for any variable component of remuneration availed by the Directors;
(xi) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year;
(xii) Affirmation that the remuneration is as per the remuneration policy of the Company.
Managing Director Ð 127 : Executive Director Ð 249 : Median Remuneration of Employees - 6.61
Mr. B Shantilal - Managing Director - 15.42%
Mr S Pramod Kumar -Executive Director - (4.06%)
Mrs Gayithri - Chief Executive Officer - 13%
5.16%
As on 31.03.2015
79 members
Increased in remuneration is based on the industrial standard & experience of each employees
Remuneration paid to Key Managerial person is based on remuneration policy of the company
There is no material variation in the share price
This is as per the companies increment guideline
This is as per the companies increment guideline
Not Applicable
Not Applicable
Yes
For and on behalf of the Board of Directors
Place: BangaloreShantilal BansilalPramod Kumar SDate: 03.08.2015Managing DirectorDirector


AUDITOR’S CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF
CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENTS
To
The Members of
SUNIL AGRO FOODS LIMITED
Bangalore
I have examined the compliance of conditions of Corporate Governance by Sunil Agro Foods Limited for the year ended 31st March, 2015 as stipulated in Clause 49 of the Listing Agreements of the said Company with BSE Limited, Mumbai in India.
The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of the opinion on the financial statements of the Company.
In my opinion and to the best of my information and explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements.
I state that in respect of investor grievances received during the year ended 31st March, 2015, no investor grievances are pending against the Company as on 31st March, 2015, as per the records maintained by the Company and presented to the Stakeholders’ Relationship Committee.
I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company. 
Vijayakrishna K T
Practicing Company Secretary
Place: Bangalore  FCS - 1788 
Date: 03.08.2015 CP - 980

The Company continued to perform under certain challenges and hurdles. Overall revenue dropped to some extent; however profitability was maintained. Higher depreciation as per the requirements of the Companies Act, 2013, was provided for. The Company has undertaken expansion program which is expected to be completed by this year end and other avenues of business are being explored. The major concern will be on the closure of all noodle factories in India and Nestle (FSSAI) has been one of the major customers of the Company wherein the business has stopped.

Conservation of Energy: 1. Energy Conservation measures taken: The Company has a system to monitor consumption of energy and all efforts for conservation of energy wherever possible are made and have installed Solar Energy lights in the plant. Energy efficient electric Tubes have been installed to save energy. The Company has also installed energy efficient meters controlling waste of power. 2. Additional investments and proposal being implemented for reduction and consumption of energy and the impact of the same in the cost of production of goods. 3. Energy Audit done Investment was made in machinery designed for low energy consumption and such machinery was in operation in the period under review.

Technology Absorption: The Company is committed to maintaining its standard and high quality of its production and is constantly engaged in efforts to confer to the guaranteed customer satisfaction.

Foreign Exchange Earnings and Outgo: The Company expended Rs. 1,80,30,763/- in foreign exchange during the period under review and the CompanyÕs earnings in foreign currency is nil during the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT: In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) 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 and loss of the company for that period; (c) 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; (d) the directors had prepared the annual accounts on a going concern basis; and (e) 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. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.