Premier Proteins Ltd. के निदेशक की रिपोर्ट

Mar 31, 2015

Dear Members,

The directors are pleased to present the Twenty Nineteenth Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2015.

1. Performance Highlights

The highlights of the financial results of the Company for the year ended 31st March, 2015 is summarized below

(Rs.in Lacs)

Particulars 2014-2015 2013-2014

Sales & other Receipts 257 325

Loss/Profit for the year before financial (131) (150)

cost & Depreciation

Financial Cost - -

Depreciation (6) (6)

Sales Tax for earlier years 0 39

Loss/Profit before tax & extraordinary items (137) (117)

Provision for diminution in the value of investment (370)

Provision for doubtful debts (22) -

Tax expenses/Deferred Tax (15) 29

Loss/Profit for the year (514) (88)

2.0paratlonal Highlights & Future Prospectus

During the year under consideration the Turnover and Other Receipts stands at Rs.257 Lacs as against Rs.325 Lacs In the previous year. The Net Loss for the year, after depreciation, provisions for extraordinary items and deferred tax stands at Rs.514 Lac (Prev. Year Rs.88 lacs) which, after adjustment of brought forward losses etc, has been carried to Balance Sheet.

During the year under review the Company continued to do job work by processing Soybean seed on behalf of other reputed party and has earned processing income. The Quantity of Soybean processed on job work basis was 11040 MT as against 17068 MT In the previous year. Due to unfavorable situation in the Soya trade and consequential disparity, lesser quantity of soybean seed was provided to the Company for processing and hence the job work arrangement was not profitable in this year also. With the improvement in the economic scenario, your Directors expect Soya business and job work quantity to improve in future.

3. Reference to BIFR

The Company continues to be a sick company duly registered with BIFR as Case No.449/02. BIFR has also sanctioned a Revival Package vide its order dated 12/11/2013 which is enforce.

4. Dividend

Due to carry over losses they did not propose any dividend for the financial year on equity shares.

5. Directors

During the year, Shri Anand Joshi (DIN- 07274929) was appointed as Additional Director w.e.f. 27,03.2015 of the Company by the Board in terms of Section 161 of the Companies Act; 2013,He holds office up to the date of the ensuing Annual General Meeting of the Company. The Company has received notice in terms of Section 160 of the Companies Act, 2013 for appointment of Shri Anand Joshi as Director not liable to retire by rotation.

Shri Rajesh Agrawal (DIN: 00107009) Is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Shri Ram Gopal Agrawal resigns form the board on 27.03.2015 and Smt. Sangeeta Agrawal was appointed as director from 18.03.2015 and resigns form the board on 27.03.2015

All the appointments of the Directors of the Company are In compliance with the provisions of Section 164 (2) of The Companies Act, 1956.

6. Deposits

During the year under review, your Company has not accepted any fixed deposits under Section 73 of the Companies Act, 2013.

7. Fixed Assets

During the year, under review, assets worth only Rs.0.46 lacs were acquired.

8. Management Discussion and Analysis

The Management's Discussion and Analysis of operations for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges, is provided in annexure attached to this report.

9. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that

I. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

li. They 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 of the Company for that period.

iii. They 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. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants 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 financial year 2014-15.

10. Number of meetings of the board

Seven meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

11. Board evaluation

The board of directors has carried out an annual evaluation of Its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee f NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent Directors, performance of non-independent, directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed In the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, Its committees and individual directors was also discussed.

12. Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

13. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

14. Auditors

The Company's Statutory Auditors, M/S. M, Mehta & Co. Chartered Accountants, Indore (M.P.) (Firm Registration No, 000957C) will retire at the ensuing Annual General Meeting of the company and being eligible offers themselves for re-appointment. The Company has received a certificate from M/s. M. Mehta & Co to the effect that their appointment, If made, would be within the limits prescribed under Section 141 of The Companies Act, 2013. The Board of Directors recommends to the shareholders the appointment of M/s. M. Mehta & Co as Statutory Auditors of the Company.

15. Auditors' report

Your Directors would like to provide following clarifications on points mentioned under emphasis on matter referred to in the Auditors Report.

(a) No. provision has been made in the accounts in respect of contingent liabilities for the commercial tax since the company has appealed against such demand before the higher authorities.

16. Particulars of loans, guarantees and Investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements

17. Transactions with related patties

The transaction with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are disclosed in the financial statements.

18. Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure II In the prescribed Form MGT-9, which forms part of this report.

19. Particulars of employees

The Company has not paid any remuneration attracting the provisions of the Companies Act, 2013 under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

21. Code of conduct

The Board has laid down a code of conduct for ail Board members and Senior Management personnel of the Company. Board members and senior management personnel have affirmed compliance with the said code of conduct for the financial year 2014-15.

22. Listing

The equity shares of the Company are listed with Bombay Stock Exchange Limited.

23. Conservation of Energy, Research and Development, Technology Absorption, Foreign exchange Earning and outgo

Conservation of Energy, Research and Development, Technology Absorption, Foreign exchange Earning and outgo The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earning and outgo as required by section 134 (3m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given In Annexure-1 and forms part of this report.

24. Corporate Governance

The Company has been practicing the principles of good Corporate Governance during the year. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors certificate on corporate governance form part of the Annual1 Report. Your Company Is also following the Secretarial Standard norms Issued by the Institute of Company, Secretaries of India (ICSI).

25. Acknowledgement

Your Directors place on record their sincere appreciation for significant contribution -made by employees through their dedication, hard work and commitment.

Your Directors also acknowledge the support extended by the bankers, government agencies, shareholders and investors at large and look forward to receive the same support for our endeavor to grow consistently.

Place: OEWAS (M.P.) FOR AND ON BEHALF OF THE BOARD Date: 31st July, 2015 RAJESH AGRAWAL CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2013

To, The Shareholders,

The directors are presenting before you the 27th Annual Report of the Company for the year ended 31.3.2013.

FINANCIAL HIGHLIGHTS 2012-2013 2011-2012 (Rs. in Lacs) (Rs. in Lacs) Sales & other Receipts 1668 1757

Loss/Profit for the year before

financial cost & depreciation (214) (171)

Financial Cost - - 150

Depreciation 6 6 6 156

Loss/Profit before tax (220) (327)

Tax expenses/ Deferred Tax 69 57

Loss/Profit for the year (151) (270)

Add : Balance Brought

Forward from last year (1593) (1323) Balance carried to

Balance Sheet (1744) (1593)

OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS

During the year under consideration the Turnover and Other Receipts stands at Rs 1668 Lacs as against Rs. 1757 Lacs in the previous year. The Net Loss for the year, after financial cost and depreciation stands at Rs. 151 lacs (Prev.Year Rs. 270 lacs), which, after adjust- ment of brought forward losses etc, has been carried to Balance Sheet.

During the year under review the Company continued to do job work by processing Soyabean seed on behalf of other reputed party and has earned processing income. The Quantity of Soyabean processed on job work basis was 25583 MT as against 41442 MT in the previous year. Due to unfavorable situation in the Soya trade and consequential disparity, lesser quantity of soyabean seed was provided to the Com- pany for processing and hence the job work arrangement was not profitable in this year also. With the improvement in the world market scenario, your Directors expect Soya business and job work quantity to improve in future.

DIVIDEND

Due to carryover losses no dividend is declared.

INVESTMENTS

No dividend was received on investments made in the shares of Girdharilal Sugar And Allied Industries Ltd.

FIXED ASSETS

During the year under review, assets worth only Rs. 3.39 Lacs were acquired.

PUBLIC DEPOSIT

The company did not invite or accept any deposit from the Public during the year under section 58A of the Companies Act, 1956.

REFERENCE TO BIFR

The Company continues to be a sick company duly registered with BIFR as Case No. 449/02. The Operating Agency has already submitted a modified rehabilitation package which is under consideration of BIFR.

DIRECTORS

Shri Uttam Bubna, Director of the Company retire by rotation and being eligible offer himself for reappointment. In view of the valuable contribution made by Shri Uttam Bubna for the progress of the company, the Board of Directors recommend his reappointment as Director of the company.

PARTICULARS OF EMPLOYEES

The statement pursuant to the provision of section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 is not required since none of the employee has drawn not more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month during the relevant year.

AUDITORS

The statutory Auditors of the Company M/s. M. Mehta & Company, Chartered Accountants, Indore retire and being eligible otfer themselves for reappointment.

AUDITORS'' REPORT

The notes to the account referred to in the Auditor''s Report are self explanatory and are properly dealt within Schedule of the Annual Accounts.

Your Directors, however, would like to briefly clarify the Auditors'' Qualification in other matters of their Report, as follows:- **

i. The Company''s Banker has already remitted part of unclaimed/unpaid Share Application Money to the credit of Investors Education and Protection Fund in compliance of Provision of Section 205C of the Companies Act, 1956. Efforts are being made for remitting the balance portion.

ii. Auditors Note regarding adoption of AS-15 has been dealt exhaustively in schedule attached to Annual Accounts.

iii. No Provision has been made in the Account in respect of demand of Sales Tax since the company has appealed against such demand before the Higher Authorities.

iv. The Company has not provided interest on loan because the company is a sick Company duly registered with BIFR and is facing liquidity

crunch.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31'' 2013, and of the loss of the company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Report on Corporate Governance is enclosed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The information required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 with respect to these matters is appended hereto and forms part of this report.

INDUSTRIAL RELATIONS

The company continued to maintain cordial relations with its employees at all levels. ''

ACKNOWLEDGMENT

Your Directors acknowledge with gratitude support received by the company from Bank, Central Govt., State Govt.,

Employees and others.

BY ORDER OF THE BOARD

For PREMIER PROTEINS LIMITED

DATE : 31.08.2013 RAJESH AGRAWAL

PLACE : INDORE CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2012

The directors are presenting before you the 26th Annual Report of the Company for the year ended 31.3.2012.

FINANCIAL HIGHLIGHTS

2011-2012 2010-2011 (Rs. in Lacs) (Rs. in Lacs)

Sales & other Receipts 1757 1113

Loss/Profit for the year before

financial cost & depreciation (171) 74

Financial Cost 150 90

Depreciation 6 156 6 96

Loss/Profit before tax (327) (22)

Tax expenses/Deferred Tax 57 84

Loss/Profit for the year (270) (106)

Add : Balance Brought

Forward from last year (1323) (1217)

Balance carried to

Balance Sheet (1593) (1323)

OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS

During the year under consideration the Turnover and Other Receipts stands at Rs 1757 Lacs as against Rs. 1113 Lacs in the previous year. The Net Loss for the year, after financial cost and depreciation stands at Rs. 270 lacs (Prev. Year Rs. 106 lacs), which, after adjust- ment of brought forward losses etc, has been carried to Balance Sheet.

During the year under review the Company continued to do job work by processing Soyabean seed on behalf of other reputed party and has earned processing income. The Quantity of Soyabean processed on job work basis was 41442 MT as against 53333 MT in the previous year, However due to worldwide recessionary trend which effected export of Soya Doc and also soya trade, the job work arrangement was not profitable. With the improvement in the wortd market scenario, your Directors expect Soya business and job work quantity to improve in future.

DIVIDEND

Due to carryover losses no dividend is declared.

INVESTMENTS

No dividend was received on investments made in the shares of Girdharilal Sugar And Allied Industries Ltd.

FIXED ASSETS

During the year under review, assets worth only Rs. 8.32 Lacs were acquired.

PUBLIC DEPOSIT

The company did not invite or accept any deposit from the Public during the year under section 58A of the Companies Act, 1956. REFERENCE TO BIFR

The Company had recently submitted a modified Revival Package to the Operating Agency as per direction of BIFR who had earlier de- clared the company as a Sick Unit as Case No.449/02.

DIRECTORS

Shri M.S. Bidasaria, Director of the Company retire by rotation and being eligible offer himself for reappointment. In view of the valuable contribution made by Shri M.S. Bidasaria, for the progress of the company, the Board of Directors recommend his reappoint- ment as Director of the company.

PARTICULARS OF EMPLOYEES

The statement pursuant to the provision of section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 is not required since none of the employee has drawn not more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month dur- ing the relevant year.

AUDITORS

The statutory Auditors of the company M/s. M. Mehta & Company, Chartered Accountants, Indore retire and being eligible offer them- selves for reappointment.

AUDITORS' REPORT

The notes to the account referred to in the Auditor's Report are self explanatory and are properly dealt In “Notes to the Accounts.

Your Directors, however, would like to briefly clarify the Auditors' Qualification in Para '8' of their Report, as follows:-

i. The Company,s Banker has already remitted part of un- claimed/unpaid Share Application Money to the credit of Investors Education and Protection Fund in compliance of Provision of Section 205C of the Companies Act, 1956. Efforts are being made for remitting the balance portion.

ii. Auditors Note regarding adoption of AS-15 has been dealt exhaustively in Note No.29 attached to Annual Accounts.

iii. No Provision has been made In the Account in respect of demand of Sales Tax since the company has appealed against such demand before the Higher Authorities.

DIRECTORS' RESPONSIBILITY STATEMENT The Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consis- tently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31st 2012, and of the loss of the company for the year ended on that date;

iii. that proper and sufficient care has been taken for the main- tenancy of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard-

ing the assets of the Company and for preventing and detecting fraud and other irregularities.

Iv. that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE A Report on Corporate Governance is enclosed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO The information required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 with respect to these matters is appended hereto and forms part of this report. '

INDUSTRIAL RELATIONS

The company continued to maintain cordial relations with Its employees at all levels.

ACKNOWLEDGMENT

Your Directors acknowledge with gratitude support received by the company from Bank, Central Govt., State Govt.,

Employees and others.

BY ORDER OF THE BOARD

For PREMIER PROTEINS LIMITED

DATE : 30.07.2012 RAJESH AGRAWAL PLACE: INDORE CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2010

The directors are presenting before you the 24th Annual Report of the Company for the year ended 31.3.2010.

FINANCIAL HIGHLIGHTS 2009-2010 2008-2009

(Rs. in Lacs) (Rs. in Lacs)

Sales & other Receipts 780.75 766.71

Loss/Profit for the year (Before Adjustment) 254.47 259.28

Less/Add : Extra Ordinary Items 117.75 0.00

Add/Less/ : Prior year Expenses 0.02 - 0.60

Less : Frinze Benefit Tax 0.00 0.22

Add : Income tax for Earlier years 18.08 0.00

Less : Settlement of Contract for Earlier years 22.74 0.00

Less : Provision for deffered Tax Assets 204.31 84.55

Profit During the year 72.23 173.91

Less : Balance Brought Forward from last year 1288.75 1462.66

Balance 1216.52 1288.75

Less:

Transfer from General Reserve A/c (Contra) 79.58 79.58

Balance carried to Balance Sheet 1136.94 1209.17

OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS

During the year under consideration the Turnover and Other Receipts stands at Rs780.75 Lacs as against Rs. 766.71 Lacs in the previous year. The Net Profit for the year, after depreciation of Rs.5.61 lacs (Prev.Year Rs.5.40 lacs), Prior year Expenses Rs.0.02 lacs (Prev. Year Rs.0.60 lacs),Extraordinary items of Rs.122.41 lacs (Previous year Rs.nil ), Tax adjustments of Rs.204.31 lacs (Prev. Year Rs.84.77 lacs), stands at Rs.72.23 lacs (Prev. Year Rs.173.91 lacs) which, after adjustment of brought forward losses etc, has been carried to Balance Sheet.

During the year under review the Company continued to do job work by processing Soyabean seed on behalf of other reputed party and has earned processing income. The Quantity of Soyabean processed on job work basis was 47688 MT as against 38015 MT in the previous year, However due to worldwide recessionary trend which effected export of Soya Doc and also soya trade, the job work arrangement was not profitable. With the improvement in the world market scenario, your Directors expect Soya business and job work quantity to improve in future.

DIVIDEND

Due to carry over losses no dividend is declared.

INVESTMENTS

No dividend was received on investments made in the shares of Girdharilal Sugar And Allied Industries Ltd.

FIXED ASSETS

During the year under review, assets worth only Rs. 16.27 Lacs were acquired.

PUBLIC DEPOSIT

The company did not invite or accept any deposit from the Public during the year under section 58A of the Companies Act, 1956.

REFERENCE TO BIFR

The Company was earlier declared a Sick Unit by BIFR, as Case No.449/02. The Company had recently submitted a modified Revival Package to the Operating Agency as per direction of BIFR.

DIRECTORS

Dr.GP. Tulsyan resigned from the Directorship of the company and hence ceased to be a Director of the company w.e.f. 17/04/2010.

The Board placed on record the valuable contribution made and services rendered by Dr. G.P. Tulsyan to the company.

Your Directors also recommend appointment of Shri Uttam Bubna as director of the company. Shri Uttam Bubna has been appointed as an Additional Director w.e.f. 17/04/2010, and is having wide & varied experience in administration, Commercial and other field and has already consented his appointment on the Board of the Company. The Company will be immensely benefited from Shri Uttam Bubans experience.

Shri M.S.Bidasaria, Director of the Company retire by rotation and being eligible offer himself for reappointment. In view of the valuable contribution made by Shri M.S.Bidasaria for the progress of the company, the Board of-Directors recommend his reappointment as Director of the company.

PARTICULARS OF EMPLOYEES

The statement pursuant to the provision of section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 is not required since none of the employee has drawn not more than Rs.24,00,000/- per annum or Rs.2,00,000/- per month during the relevant year.

AUDITORS

The statutory Auditors of the company M/s. M. Mehta & Company, Chartered Accountants, Indore retire and being eligible offer themselves for reappointment.

AUDITORS REPORT

The notes to the account referred to in the Auditors Report are self explanatory and are properly dealt within Schedule P of the Annual Accounts.

Your Directors, however, would like to briefly clarify the Auditors Qualification in Para 8 of their Report, as follows:-

i. No Provision has been made in the Account in respect of demand of Sales Tax since the company has appealed against such demand before the Higher Authorities.

ii. Provisions for interest payable to State Bank of India has been made in view of companys request for waiver of interest not accepted by the Bank.

iii. Investment has been shown at full value (cost) in view of increase in the book value of shares of the Investee company.

iv. The Company has already made requests to the Scheduled Banks for transferring unclaimed/unpaid Share Applica- tion Money to the credit of Investors Education and Protection Fund in compliance of Provision of Section 205C of the Companies Act, 1956.

v. Auditors Note regarding adoption of AS-15 has been dealt exhaustively in Point No.8 of Schedule P attached to Annual Accounts.

DIRECTORSRESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31 2010, and of the profit of the company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Due to restructuring the company could not finalise the constitution of Audit committee.Other matters giving strength to corporate governance is also being reviewed/finalised by the Company in consultation with Auditors & Corporate Experts. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO The information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules,1988 with respect to these matters is appended hereto and forms part of this report.

INDUSTRIAL RELATIONS

The company continued to maintain cordial relations with its employees at all levels.

ACKNOWLEDGMENT

Your Directors acknowledge with gratitude the support received by the company from Bank, Central Govt., State Govt., Employees and others.

BY ORDER OF THE BOARD

For PREMIER PROTEINS LIMITED



DATE : 30.08.2010 RAJESH AGRAWAL

PLACE: INDORE CHAIRMAN & MANAGING DIRECTOR