To,
The Members
Sarda Proteins Ltd. ("Company")
The Board of Directors of Sarda Proteins Ltd with immense pleasure presents their 34th
report on the business and operations of the Company along with Audited Financial
Statements for the financial year ended on 31st March, 2025.
1. FINANCIAL SUMMARY/HIGHLIGHTS
The Company's Financial Highlights for the Financial Year ended on 31st
March, 2025 is summarized below:
| Particulars |
F.Y. 2024-25 |
F.Y. 2023-24 |
| Revenue from Operations |
2419.10 |
129.58 |
| Other Income |
0.06 |
16.53 |
| Total Income |
2419.17 |
146.11 |
| Total Expenditure |
2417.15 |
144.23 |
| Profit/(Loss) before Taxes |
2.02 |
1.89 |
| Less: Tax Expenses |
1.51 |
(0.05) |
| Net Profit/(Loss) after Tax |
0.51 |
1.94 |
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR
During the period under review, the operational strategy and demand for the products
& services work out well for the Company as compared to the last financial year. As a
result during the financial year 2024-25, the total revenue from the operations was
2419.10/- Lakhs as against Rs. 129.58/- Lakhs in the previous financial year.
Consequently, the Net Profit after tax for the current year is Rs. 0.51/- Lakhs as
compared to the previous year of Rs. 1.94/- lakhs.
Your directors and the management are undertaking all the possible measures to improve
the financial growth in the forthcoming years.
3. TRANSFER TO RESERVES
No amount is proposed to be transferred to the reserves of the Company for financial
year ended on 31st March, 2025.
4. DIVIDEND
In absence of sufficient profit, your directors regret their inability to declare any
dividend for the financial year ended on 31st March, 2025.
5. CAPITAL STRUCTURE
During the Financial Year 2024-25, there was no change in the share capital structure
of the Company and the authorized share capital has increased to Rs. 5,00,00,000, and the
paid-up share capital of the Company stands increased at Rs. 2,50,45,000/- (Rupees Two
Crore Fifty Lakhs and Forty-Five Thousand Only) and a balance of Rs. 77,86,000/- (Rupees
Seventy-Seven Lakh and Eighty-six Thousand only) in Share Forfeiture Account.
6. MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which these financial statements
relate and the date of this report.
7. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
8. LOANS, GUARANTEES AND INVESTMENTS
Particulars of Loans given, and investments made by the company during the year are
forming part of the Financial Statements of the company under note no. 8 and 7
respectively.
Further, the company has not given any guarantee or provided security in connection
with a loan to any company, body corporate and person(s) during the year under review.
9. DEPOSITS
During the year under review, your Company has neither invited nor accepted or renewed
any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules, 2014.
10. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES AND THEIR PERFORMANCE
The Company has no Subsidiary/ Joint Ventures/ Associate Companies.
11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
During the financial year 2024-25, the Board duly met 9 times, the details of which are
as under:
| Date of Meeting |
Board Strength |
No. of Directors Present |
| 28.05.2024 |
4 |
4 |
| 24.06.2024 |
4 |
4 |
| 17.07.2024 |
4 |
4 |
| 12.08.2024 |
4 |
4 |
| 04.09.2024 |
4 |
4 |
| 26.10.2024 |
4 |
4 |
| 08.11.2024 |
4 |
4 |
| 24.12.2024 |
4 |
4 |
| 17.01.2025 |
4 |
4 |
The frequency of board meetings and quorum at such meetings were in accordance with the
Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and compliances of
Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors issued by ICSI. The
intervening gap between any two meetings was within the period prescribed by the Companies
Act, 2013, the Listing Regulations and sS-1.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Members of the Company's Board of Directors are eminent persons of proven
competence and integrity. Besides experience, strong financial acumen, strategic
astuteness and leadership qualities, they have a significant degree of commitment towards
the Company and devote adequate time to the meetings and preparation.
The Board of the Company comprises of 4 (Four) Directors, consisting of 2 (Two)
Independent Directors, 1 (One) Non-Executive Director and 1 (One) Managing Director as on
31stMarch, 2025 who bring in a wide range of skills and experience to the
Board.
| Name of the Director |
Designation |
DIN |
| Mr. Chirag Shantilal Thumar |
Managing Director |
10640822 |
| Mr. Khilan Hareshbhai Savaliya |
Director (Non-Executive) |
08790209 |
| Mr.Dhairyakumar Mohanbhai Thakkar |
Independent Director |
08803649 |
| Mr. Chintan Umeshbhai Bhatt |
Independent Director |
09289074 |
Except aforesaid changes, no other changes took place in the directors and KMP of the
company during the year under review. Further, the following changes took place after the
closure of financial year and till the date of this report:
• Mr. Chirag Shantilal Thumar (DIN: 10640822) was appointed as the Additional
Director (Executive) of the company with effect from May 28, 2024 to hold the office of
Director till the conclusion of ensuing Annual General Meeting.
• Mr. Khilan Hareshbhai Savaliya (DIN: 08790209) was appointed as the Additional
Director (Non-Executive) of the company with effect from June 24, 2024 to hold the office
of Director till the conclusion of ensuing Annual General Meeting.
• In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Chirag Shantilal Thumar (DIN: 10640822), 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.
The Board recommends his re-appointment to the Members in the ensuing Annual General
Meeting.
13. COMMITTEES OF THE BOARD
(A) Audit Committee
The Audit Committee is constituted pursuant to the provisions of Section 177 of the
Companies Act, 2013 and comprises of 2 (two) Independent Directors and 1 (one) Executive
Director. Members of this Committee possess sound expertise / knowledge / exposure.
The Audit committee comprises of 3 Directors, Mr. Dhairyakumar Mohanbhai Thakkar,
Independent Director; Mr. Chintan Umeshbhai Bhatt, Independent Director and Mr. Chirag
Shantilal Thumar, Managing Director. The Company Secretary of the Company is the Secretary
of the Committee.
Meetings:
Four (4) meetings of the Committee were held during the financial year 2024-25 on 28th
May, 2024; 12th August, 2024; 08th November, 2024 and 17th
January, 2025. The accounts and financial positions were perused by the Audit Committee
and thereafter placed before the Board for their consideration.
The attendance of the Committee members at the meeting is as under:-
| Name of the Directors |
Designation |
No. of Committee Meetings held |
No. of Committee Meeting attend |
| Mr. Dhairyakumar Mohanbhai Thakkar |
Chairman & Member |
4 |
4 |
| Mr. Chintan Umeshbhai Bhatt |
Member |
4 |
4 |
| Mr. Chirag Shantilal Thumar |
Member |
4 |
4 |
Terms of Reference:
The terms of reference of the Audit Committee inter alia include the following:
> the recommendation for appointment, remuneration and terms of appointment of
auditors of the Company;
> review and monitor the auditor's independence and performance, and effectiveness
of audit process;
> examination of the financial statement and the auditor's report
> 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 Chief Financial Officer and Statutory Auditors are permanent invitees to the Audit
Committee Meetings.
The Board reviews the working of the Committee from time to time to bring about greater
effectiveness in order to comply with the various requirements under the Companies Act,
2013.
Audit Committee Recommendation
During the year, all recommendations of the Audit Committee were duly accepted by the
Board.
(B) Nomination and Remuneration Committee
The Nomination and Remuneration Committee is constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013. Members of this Committee possess sound expertise
/ knowledge / exposure.
The Nomination and Remuneration committee comprises of 3 Directors, Mr. Dhairyakumar
Mohanbhai Thakkar, Independent Director; Mr. Chintan Umeshbhai Bhatt, Independent Director
and Mr. Chirag Shantilal Thumar, Managing Director. The Company Secretary of the Company
is the Secretary of the Committee.
Meetings:
Two (4) meetings of the Committee were held during the financial year 2024-25 on 28th
May, 2024; 12th August, 2024; 08th November, 2024 and 17th
January, 2025
The attendance of the Committee members at the meeting is as under:-
| Name of the Directors |
Designation |
No. of Committee Meetings held |
No. of Committee Meeting attend |
| Mr. Dhairyakumar Mohanbhai Thakkar |
Chairman & Member |
4 |
4 |
| Mr. Chintan Umeshbhai Bhatt |
Member |
4 |
4 |
| Mr. Chirag Shantilal Thumar |
Member |
4 |
4 |
Terms of Reference:
> Identify persons who are qualified to become directors and may be appointed in
senior management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall carry out evaluation of every director's performance;
> Formulate the criteria for determining the qualifications, positive attributes and
independence of a director and recommend to the Board a policy relating to the
remuneration for directors, KMPs and other employees;
> Formulation of criteria for evaluation of performance of independent directors and
the board of directors; Devising a policy on diversity of board of directors;
> Whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors;
> Determine our Company's policy on specific remuneration package for the Managing
Director / Executive Director including pension rights;
> Decide the salary, allowances, perquisites, bonuses, notice period, severance fees
and increment of Executive Directors;
> Define and implement the Performance Linked Incentive Scheme (including ESOP of
the Company) and evaluate the performance and determine the amount of incentive of the
Executive Directors for that purpose.
> Decide the amount of Commission payable to the Whole time Directors;
> Review and suggest revision of the total remuneration package of the Executive
Directors keeping in view the performance of the Company, standards prevailing in the
industry, statutory guidelines etc.;
> To formulate and administer the Employee Stock Option Scheme.
Nomination and Remuneration Committee Recommendation
During the year, all recommendations of the committee were duly accepted by the Board.
(C) Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee ("the committee”) is constituted
pursuant to the provisions of section 178 of the Companies Act, 2013 for looking into the
grievances of shareholders' and investors of the company.
The Stakeholders Relationship Committee consists of 3 Directors, Mr. Dhairyakumar
Mohanbhai Thakkar, Independent Director; Mr. Chintan Umeshbhai Bhatt, Independent Director
and Mr. Chirag Shantilal Thumar, Managing Director. The Company Secretary of the Company
is the Secretary of the Committee.
Meetings:
One (1) meeting of the Stakeholders' Relationship Committee was held during the
financial year 2024-25 on 17th January, 2025.
The attendance of the Committee members at the meeting is as under:-
| Name of the Directors |
Designation |
No. of Committee Meetings held |
No. of Committee Meeting attend |
| Mr. Dhairyakumar Mohanbhai Thakkar |
Chairman & Member |
1 |
1 |
| Mr. Chintan Umeshbhai Bhatt |
Member |
1 |
1 |
| Mr. Chirag Shantilal Thumar |
Member |
1 |
1 |
Terms of Reference:
Redressal of shareholders' and investors' complaints, including and in respect of:
> Allotment, transfer of shares including transmission, splitting of shares,
changing joint holding into single holding and vice versa, issue of duplicate shares in
lieu of those torn, destroyed, lost or defaced or where the space at back for recording
transfers have been fully utilized.
> Issue of duplicate certificates and new certificates on
split/consolidation/renewal, etc.;
> Review the process and mechanism of redressal of Shareholders' /Investor's
grievance and suggest measures of improving the system of redressal of Shareholders'
/Investors' grievances.
> Non-receipt of share certificate(s), non-receipt of declared dividends,
non-receipt of interest/dividend warrants, non-receipt of annual report and any other
grievance/complaints with Company or any officer of the Company arising out in discharge
of his duties.
> Oversee the performance of the Registrar & Share Transfer Agent and also
review and take note of complaints directly received and resolved them.
> Oversee the implementation and compliance of the Code of Conduct adopted by the
Company for prevention of Insider Trading for Listed Companies as specified in the
Securities & Exchange Board of India (Prohibition of insider Trading) Regulations,
2015 as amended from time to time.
> Any other power specifically assigned by the Board of Directors of the Company
from time to time by way of resolution passed by it in a duly conducted Meeting, and
> Carrying out any other function contained in the equity listing agreements as and
when amended from time to time.
14. DECLARATION OF INDEPENDENCE
In accordance with provisions of sections 149(6) and 149(7) of the Companies Act, 2013
all the Independent Directors have submitted the declaration of independence, confirming
that they meet the criteria of independence. The Board opined that Independent Directors
appointed in the Company are having requisite integrity, expertise, specialised knowledge,
experience, and the proficiency. The Independent Directors have complied with the Code
applicable for Independent Directors as stipulated under schedule IV of the Companies Act,
2013. Further, all the Independent Directors have registered themselves in the Independent
Director Databank and paid the relevant fees. All the compliances of Rule 6(1) & (2)
of the Companies (Appointment and Qualification of Directors) Rules, 2014 have been
complied with.
15. MEETING OF INDEPENDENT DIRECTORS
During the Financial Year under review, a separate Meeting of the Independent Directors
was held on 12th August, 2024, without the attendance of Non-Independent
Directors and the Management of the Company to review the performance of the
Non-Independent Directors and the Board as a whole, assessing the quality, quantity and
timeliness of flow of information between the Management and the Board which is necessary
for the Board to effectively and reasonably perform its duties.
16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors of the company are being familiarized with the business
environment and overall operations of the Company through orientation session.
Further, at the time of appointment of Independent Directors, the Company issues formal
letter of appointment outlining his/her role, functions, duties and responsibilities which
were made available at the website of the Company at Board-Of-Directors - Sarda Proteins
Limited
17. AUDITORS AND AUDITOR'S REPORT
• Statutory Auditors
M/s S K Agarwal and Associates, Chartered Accountants (FRN: 014841C) Bhiwadi were
appointed as the Statutory Auditors of the Company for a term of five (5) years by the
Members of the Company at the 32nd Annual General Meeting held on 29th
September, 2023 to hold the office from the conclusion of the 32nd Annual
General Meeting till the conclusion of 37th Annual General Meeting to be held
in the calendar year 2028 in accordance with the provisions of the Companies Act, 2013.
The Auditor's Report on the Financial Statements for the financial year 2024-25 given
by M/s. S K Agarwal and Associates, Chartered Accountants (FRN: 014841C) Bhiwadi does not
contain any qualification, reservation or adverse remark or disclaimer. Notes to the
Financial Statement referred to in the Auditors' Report are self-explanatory and do not
call for any further comments.
The Company has received a certificate from M/s. S K Agarwal and Associates, Chartered
Accountants (FRN: 014841C) Bhiwadi along with peer review certificate, to the effect,
inter-alia, that their appointment, if made, would be within the limits laid down by the
Act and that they are not disqualified for such appointment under the provisions of
applicable laws.
• Secretarial Auditors
Pursuant to the provisions of section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended
from time to time), every Listed Company is required to appoint Secretarial Auditors to
carry out Secretarial Audit of the Company.
In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules
made thereunder, the Board of Directors had appointed M/s H Togadiya & Associates,
Company Secretaries (FRN: S2017GJ478300) to conduct the secretarial audit of the Company
for the financial year 2024-25.
A Secretarial Audit Report in Form MR-3 issued by M/s H Togadiya & Associates,
Company Secretaries, in respect of the secretarial audit of the Company for the financial
year ended on 31st March, 2025 is given in “Annexure-I” to this
Report.
Further, the following observations has been raised by the secretarial auditor in their
report and reply to the same has been suitably explained herein below-
Observation 1 - Website of the Company in not properly Updated As per SEBILODR.
Explanation - We have already initiated the process to update all pending information
on our website as per the requirements of Regulation 46 of the SEBI (LODR) Regulations. We
anticipate that all necessary updates will be completed by 3 Working Days.
Observation 2 - Company has not appointed Women Director on Board.
Explanation - We have engaged a professional recruitment firm specializing in
Board-level appointments to expedite the search for a qualified Woman Director. We have
provided them with a clear mandate to prioritize this appointment.
• Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, the Board had appointed Mr. Virat Dudharta, Chartered
Accountant (M. No.: 622930) as Internal Auditor of the Company to carry out the Internal
Audit of the company. The Internal Audit Report is received yearly by the Company and the
same is reviewed and taken on record by the Audit Committee and Board of Directors.
18. REPORTING OF FRAUDS BY AUDITORS
During the period under review, neither the Statutory Auditors nor the Secretarial
Auditors nor Internal Auditor reported to the Audit Committee, under section 143(12) of
the Companies Act, 2013, any instances of fraud committed against the Company by its
officers or employees, the details of which would need to be mentioned in the Board's
Report.
19. RELATED PARTY TRANSACTIONS
All the related party transactions that were entered during the financial year are done
on arm's length basis and in the ordinary course of business. Relevant Form (AOC-2) for
disclosure of particulars of contracts/arrangements entered into by the company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
is given as “Annexure-V” to this Report.
20. ANNUAL RETURN
Pursuant to section 134(3)(a) and section 92 of the Companies Act 2013 read with the
Companies (Management and Administration) Rules 2014, the Annual Return in form MGT-7 as
on 31st March, 2025 is available on the website of the Company and can be
accessed at Board-Of-Directors - Sarda Proteins Limited
21. 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 the website of the company i.e.
Code-Of-Conduct - Sarda Proteins Limited All the Board members and the senior management
personnel have affirmed compliance with the Code of Conduct during the year ended on 31st
March, 2025.
22. RISK MANAGEMENT
Your 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 Company recognizes that the emerging and identified risks need to be managed and
mitigated to:
(a) protect its shareholders and other stakeholders' interest;
(b) achieve its business objectives; and
(c) enable sustainable growth.
The details of various risks that are being faced by the Company are provided in
Management Discussion and Analysis Report, which forms part of this Report.
23. VIGIL MECHANISM
Your Company believes in conducting its affairs in a fair and transparent manner by
adopting highest standards of professionalism, honesty, integrity and ethical behavior.
Your Company is committed to develop a culture, which provides a platform to Directors and
employees to raise concerns about any wrongful conduct.
The Board adopted and implemented the vigil mechanism/whistle-blower policy that adopts
global best practices. We have established a vigil mechanism for Directors and employees
to report concerns and unethical behavior, actual or suspected fraud or violation of our
code of conduct and ethics. It also provides for adequate safeguards against the
victimization of persons who use such mechanism and make provision for direct access to
the chairman of the Audit Committee in exceptional cases.
The functioning of the vigil mechanism is reviewed by the Audit Committee from time to
time. Further no personnel have been denied access to the audit committee as per the
Listing Regulations.
The vigil mechanism policy has been uploaded on the website of the Company
i.e.http://www.sardaproteins.com/files/documents/VIGIL-MECHANISM.pdf and also confirm
that no whistle blower event was reported during the year and mechanism is functioning
well.
24. NOMINATION AND REMUNERATION POLICY
This Nomination and Remuneration Policy (the "Policy”) applies to the Board
of Directors (the "Board”), Key Managerial Personnel (the "KMP”) and
the Senior Management Personnel of Sarda Proteins Ltd (the "Company”).
This Policy is in compliance with Section 178 of the Companies Act, 2013 read along
with the applicable rules thereto and includes formal evaluation framework of the Board.
The company's Nomination & Remuneration policy includes director's appointment and
remuneration & criteria for determining qualifications, positive attributes,
independence of Director.
The salient features of the Nomination and Remuneration policy are as follows:
• Part A covers the matters to be dealt with and recommended by the Committee to
the Board:
• Part B covers the appointment and nomination: and
• Part C covers remuneration and perquisites, etc.
The policy is also available on the website of Company at
http://sardaproteins.com/files/documents/NOMINATION-AND-REMUNERATION POLICY Sarda.pdf
During the year under review, there was no change in the Nomination and Remuneration
Policy
25. EVALUATION OF BOARD/ COMMITTEES/ INDIVIDUAL DIRECTORS
The evaluation / assessment of the Board, its Committee and Individual Directors of the
Company are to be conducted on an annual basis to satisfy the requirements of the
Companies Act, 2013 and Listing Regulations.
The Board evaluation framework has been designed in compliance with the requirements
under the Companies Act, 2013 and the Listing Regulations and in consonance with Guidance
Note on Board Evaluation issued by SEBI. The said evaluation is carried out on the basis
of the below parameters:
• Evaluation of the Board was based on criteria such as composition and role of
the Board, Board communication and relationships, functioning of Board Committees, review
of performance and compensation to Executive Directors, succession planning, strategic
planning, etc.
• Evaluation of Directors was based on criteria such as participation and
contribution in Board and Committee meetings, representations of shareholders interest and
enhancing shareholders value, experience and expertise to provide feedback and guidance to
top management on business strategy, governance and risk, understanding of the
organization's strategy, risk and environment, etc.
• Evaluation of performance for Chairman was based on criteria such knowledge and
competency, fulfillment of functions, initiatives undertaken, attendance, contribution and
integrity, effectiveness of leadership.
• Performance evaluation of Committees include its mandate, composition and their
effectiveness.
Performance evaluation of every Director was done by the Nomination and Remuneration
Committee and the performance evaluation of the Chairman and the Non-Independent Directors
were carried out by the Independent Directors. Further the performance evaluation of Board
as a whole, committees and individual directors was done by the Board.
The outcomes of the Board evaluation for financial year 2024-25 was discussed by the
Nomination and Remuneration committee and the Board in their respective meetings. The
Company is pleased to announce that the overall evaluation showed the performance of your
board, its committees, and directors as highly satisfactory. The Board has also noted
areas requiring more focus in the future.
26. REMUNARATION OF EMPLOYEES
(A) Disclosures pertaining to remuneration and other details as required under section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (as amended) are annexed to this report
as “Annexure-IN”.
(B) Disclosure of the names of top ten employees in terms of remuneration drawn is
provided in “Annexure- IV” as per the requirement of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 (as amended).
(C) Further, none of the employees of the company were in receipt of the remuneration
exceeding the limits prescribed u/s 197 (12) of the Companies Act, 2013 read with rule 5
(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(as amended) during the year under review.
27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment free workplace for
every woman working in its premises through various interventions and practices. The
Company always endeavours to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under
this policy.
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, the
Internal Complaints Committee of the Company has not received any complaint of sexual
harassment during the Financial Year under review. The following is a summary of sexual
harassment complaints received and disposed off during the year 2024-25:
• Number of complaints pending at the beginning of the Financial Year: NIL
• Number of complaints received during the Financial Year: NIL
• Number of complaints disposed off during the Financial Year: NIL
• Number of complaints unsolved at the end of the Financial Year: NIL
• Number of workshops or awareness programs against Sexual Harassment carried out:
NIL
• Nature of action taken by the Company: NIL
28. CORPORATE GOVERNANCE REPORT
As per Regulation 15(2) of the Listing Regulations, the compliance with the Corporate
Governance provisions shall not apply in respect of the following class of companies:
a. Listed Entity having paid-up equity share capital not exceeding Rs. 10 Crore and Net
Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed Entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (a), compliance with the
provisions of Corporate Governance does not apply to the Company and hence it does not
form part of the Annual Report.
29. INTERNAL FINANCIAL CONTROL
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.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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 energy conservation, technology absorption and foreign
exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act,
2013 read with the Companies (Accounts)Rules, 2014 are given in the ‘
Annexure-M” to this Report.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause (B) of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report on
the Financial Conditions and Results of operations of Sarda Proteins Ltd ("the
Company") is as under:
a) INDUSTRY STRUCTURE AND DEVELOPMENTS
Your Company is engaged in Trading of Edible Oil and Agri Commodities, which is Food
Retail Industries. The Indian economy is striving on a relatively strong path. However,
there was a strong competition in edible market due to imports and lower taxation to new
MSME units. There has been a persistent gap between demand and domestic availability of
edible oils. The Government, with a view to avoid scarcity of products/items and
consequential rise in prices, has been importing edible oils. Different types of oil seeds
are grown in the country like Groundnuts, Cotton Seeds, Mustard Rapeseed, Sunflower etc.
Oilseed Crop which occupies important position in the Agricultural and Industrial economy
of the country and accounts for about 13% of the cropped area. Edible oil is an integral
part of the Indian palate since long and different varieties are popular indifferent parts
of the country.
Your Company's vision and business strategy remain strongly in sync with the proposed
growth areas.
a) OPPORTUNITIES
Promoters' rich experience in the said Industry and higher demand of goods in which the
company deals in, is the best opportunity for the company to increase its market.
b) THREATS
Emergence of substitute products, imposition of new regulations by Government,
increasing trade barriers are the bigger threats in current scenario. The Company has
strategies for business development to cope up with the dynamic situation evolving
everyday globally. The Company is subject to all the positive & negative effects of
the change in the global scenario.
c) PRODUCT-WISE PERFORMANCE
The company deals in Trading of Solar Cell. During the year, Solar Cell major part of
the business activity. A summary of major performance indicators is given below, while the
detailed and physical performance may be viewed from the Balance Sheet and Statement of
Profit & Loss and the
Annexures thereto: -
| Revenue from product |
2024-25 |
2023-24 |
| Mustard Oil |
- |
123.58 |
| Solar Cell |
2405.10 |
- |
| Manpower Services |
14.00 |
6.00 |
| Other |
0.06 |
0 |
d) OUTLOOK
The Indian edible oil market, however recovered as expected in FY 2024-25 and is
further expecting strong growth in coming period. Additionally, the elevating consumer
living standards coupled with the increasing penetration of international culinary trends
are further augmenting the demand for high-quality product variants.
Important factors that could make a difference to the Company's operations include
global and Indian demand and supply conditions, goods prices, input materials availability
and prices, cyclical demand and pricing in the Company's principal markets, changes in
Government regulations, tax regimes, economic developments within India and the countries
within which the Company conducts business and other factors.
The company opines that the forthcoming years would mark new growth prospects for the
company with the experience of new management. As the market conditions are favorable, the
Company is expected to show bett performance in the years to come.
e) RISKS AND CONCERNS
All the risks are dealt in the best possible manner safeguarding an efficient working
environment throughout the organization culture. In event of unforeseen risk, the company
would rely on the experience and dedication of its management to overcome any issue that
may affect its performance.
f) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an adequate system of internal control across all functions such as
purchase, sale and acquisitions of fixed assets, cash & bank and the same carried out
within the time schedule. The Company has set up an Audit Committee comprising of 2 (two)
Independent Directors and 1 (one) Executive Director. The Company has also appointed the
Chartered Accountants to carry out Internal Audit, where one of their functions is to
review the Internal Control system regularly, with a view to further strengthen the same.
During the financial year under review, the Statutory Auditor in their Report on the
Internal Financial Control with reference to financial statements for the financial year
2024-25 has given unmodified opinion. Based on the framework of internal financial
controls and compliance systems established and maintained by the Company, the work
performed by the internal, statutory and secretarial auditors and external consultants,
including the audit of internal financial controls over financial reporting by the
statutory auditors and the reviews performed by management and the relevant board
committees, including the audit committee, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during the year under review. The
Audit Committee also reviews adherence to internal control systems and internal audit
reports.
g) FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
The Company majorly trades in Agri Commodities which includes Oil Seeds, Grains, Edible
Oil, etc. The commitment of the Company towards quality and customer orientation reflects
in its growing clientele.
During the period under review, the operational strategy and demand for the products
& services could not work out well for the Company as compared to the last financial
year. As a result, during the financial year 2024-25, the total revenue from the
operations was Rs.2419.10 (In Lakhs) as against Rs. 129.58 (In Lakhs) in the previous
financial year and total expenditure incurred is Rs.2417.15 (In Lakhs) as against Rs.
144.23 (In Lakhs) in the previous year. The Net Profit after tax for the year is Rs. 0.51
(In Lakhs) as compared to the previous year loss of Rs. 1.94 (In Lakhs).
h) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING
NUMBER OF PEOPLE EMPLOYED
The Company recognizes the importance of Human Capital as an asset in its growth and
believes in acquisition, retention and betterment of talented team players. The company
continuously emphasizes to upgrade the skills of its human resources. The Company has well
developed management information system giving timely information to the different levels
of management. This is in keeping view with its policy of enhancing the individual's
growth potential within the framework of corporate goals. The total number of employees
engaged with the company as on 31st March, 2025 stood at 3.
i) DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS
During the year under review, following are the significant changes (i.e. change of 25%
or more as compared to the immediately previous financial year) in key financial ratios:
Complete details mentioned in Audit report for the year 2025.
j) CAUTIONARY STATEMENT
Statements in this “Management Discussion & Analysis” which seeks to
describe the company's objectives, projections, estimates, expectations or predictions may
be considered to be forward-looking statements within the meaning of applicable Laws and
Regulations.
Actual results could differ materially from those expressed or implied. Important
factors that could make a difference to the company's operations include global and Indian
demand - supply conditions, finished goods prices, stock availability and prices, cyclical
demand and pricing in the company's markets, changes in the government regulations, tax
regimes, economic developments within India and countries with which the company conducts
business besides other factors, such as litigation and other labour negotiations.
32. ORDERS PASSED BY REGULATORS/ COURTS/ TRIBUNALS
There were no significant and material orders passed by the Regulators/Courts/Tribunals
during the year which would impact the going concern status of the Company and its future
operations.
33. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 2013, the Board of
Directors of the Company hereby state and confirm that:
i. in the preparation of the annual accounts for the year ended on 31st
March, 2025 the applicable accounting standards have been followed and there are no
material departures from the same;
ii. the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
iii. the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
iv. the directors have prepared the annual accounts on a going concern basis;
v. the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and;
vi. the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
34. OTHER DISCLOSURES
• There has been no change in the nature of business of the Company as on the date
of this report;
• No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the
end of the financial year is not applicable.
• Other disclosures with respect to Board's Report as required under the Companies
Act, 2013 and the rules notified thereunder are not applicable.
35. ACKNOWLEDGEM ENTS
Your directors wish to take this opportunity to place on record their gratitude and
sincere appreciation for the timely and valuable assistance and support received from
Bankers, Share Transfer Agent, Auditors, Customers, Suppliers and Regulatory Authorities.
The Directors place on record their deep appreciation of the dedication of your
Company's employees at all levels and look forward to their continued support in the
future as well. Your Directors are thankful to the shareholders for their continued
patronage.
For and on behalf of the Board of Directors For Sarda Proteins Ltd
| Sd/- |
Sd/- |
| Chirag Shantilal Thumar |
Khilan Hareshbhai Savaliya |
| Managing Director |
Director |
| DIN: 10640822 |
DIN: 08790209 |
| Date:08.09.2025 |
|
| Place: Jaipur |
|
|