Integrated Proteins Ltd Directors Report.

To,

The Members,

Integrated Proteins Limited,

Jamnagar.

Your Directors are pleased to present their 24th Annual Report for the financial year ended on 31st March, 2017.

FINANCIAL RESULTS :

Your Companys performance for the year ended on 31st March, 2017, is summarized as under :

2016-17 2015-16
PARTICULARS (Amount in Rs.) (Amount in Rs.)
1. Revenue from Operation - 8,09,120.00
2. Other Income 20,45,559.46 17,65,557.38
3. Total Revenue (1+2) 20,45,559.46 25,74,677.38
4. Employees Benefits Expense 2,51,000.00 1,31,000.00
5. Depreciation & Amortization Exp. 2,91,778.00 2,99,572.00
6. Other Expenses 6,66,224.85 13,15,603.88
7. Profit/(Loss) Before Tax 8,36,556.61 8,28,501.50
8. Tax Expenses (Current Tax) 3,58,500.00 -
9. Profit/(Loss) After Tax (PAT) 4,78,056.61 8,28,501.50

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

During the year under Report, your Company has not earned any income out of its operational activities. The operations of the company were not running up to mark due to unfavorable market conditions. Further the business of almost stopped after demonetization and its negative impact on market. However, there was other income amounting to Rs. 20,45,559.46 during the year under report. As against this, in Previous year 2015-16, there was operational income amounting to Rs. 8,09,120/- . Net profit of the company has also been decreased from Rs. 8,28,501.50 of previous year to Rs. 4,78,056.61. Your management assures their best performance in the future projects of the company.

DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:

In view of accumulated losses of previous years, and in order to conserve resources for business development, your Directors does not recommend any dividend. Moreover, no amount is being transferred to the Reserves during the fiscal 2016-17.

CHANGE IN NATURE OF BUSINESS :

There has been no change in nature of business of the Company during the year under Company.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2016 was Rs. 3,51,51,000/-. During the year under review, the Company has not issued any share or any convertible instrument.

The company has dispatched a notice to its partly paid shareholders requesting payment of unpaid Allotment cum Final Call money. The notice was dispatched to total 487 shareholders in respect of whose shares the amount was due. The said notice was dispatched in the month of May, 2017 in which shareholders were requested to pay unpaid amount of Allotment cum Final Call money latest by 31.05.2017.

However, in response to the above notice out of total 487 shareholders whose shares are partly paid, the company has received Allotment cum Final call money from only 25 shareholders by 31.05.2017. Aggregate amount of Allotment cum Final Call money received from the said 25 shareholders was Rs. 43,500/-

EXTRACT OF ANNUAL RETURN:

In terms of Section 134(3)(a) of the Companies Act, 2013, the extract of Annual Return, in format MGT -9 [as specified in Section 92(3) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014], for the Financial Year 2015-16 has been annexed to this report.

BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING :

During the year under report, Meetings of the Board of Directors of the Company were held on 06/ 04/2016, 27/05/2016, 05/08/2016, 20/08/2016, 05/11/2016, 30/01/2017 and 20/03/2017 and requisite quorum was present at the said meetings.

Further, the Independent Directors meeting was held on 20th March, 2017 to review the performance of non-independent directors and the Board as a whole; review the performance of the Chairperson of the Company, taking into account the views of executive directors and nonexecutive directors and assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors based on the information and representations received from the operating management confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

b) 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 of the company for that period;

c) the directors have taken proper and sufficient care to the best of their knowledge and ability 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 have prepared the annual accounts on a going concern basis; and

e) directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

STATUTORY AUDITOR AND AUDITORS REPORT:

M/s. D. S. Varia&Co., Chartered Accountants, (ICAI registration No. 111816W), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Auditors report does not contain any qualification or adverse remark except that "as the company has disposed off its entire plant and machineries i.e. substantial part of its fixed assets in the earlier year, the going concern status of the company is affected." In reply to this qualification, your management would like to explain that though the company has disposed off substantial part of its fixed assets in earlier years, management is planning to first maintain consistency in its operational activities and then to grow it in gradual manner. Management perceives optimistic approach for the future deals of the company.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board has appointed Nayna Parasmalji Chopra, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except non-appointment of Internal Auditor.

In reply to the above qualification, the board would like to inform that they have appointed CA Hitesh Chauhan, Proprietor of M/s. Hitesh Chauhan & Co., Jamnagar as internal auditors of the company by passing a resolution at their meeting held on 6th June, 2017.

PARTICULARS OF LOAN. GUARANTEES AND INVESTMENTS MADE:

During the year under report, the Company has granted loan amounting to Rs. 1,00,00,000/- in earlier years to M/s. Wealth Mine Networks Private Limited (formerly known as Shamaru Construction Private Limited) However, the said transaction is within the limits as specified in Section 186 (2) of the Companies Act, 2013. Hence no approval from the shareholders in this regard was required. The said party is not related in anyway, to any of the Directors or KMP of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with net worth of Rs. 500 Crores or more OR an annual turnover of Rs.1000 Crores or more OR with a net profit of Rs. 5 Crores or more, is required to constitute a CSR Committee. Integrated Proteins Limited does not fall in any of the above criteria during the year 2016-17. Therefore, it is not required mandatorily to carry out any CSR activities or constitute any Committees under provisions of Section 135 of the Act.

DETAILS OF BOARD OF DIRECTORS :

In terms of Section 152 (6) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Neepa P. Kothari [DIN 02461588], Director retires by rotation and being eligible, has offered herself for re- appointment. The Board recommends the same for your approval.

Further, tenure of Mr. Arvindbhai K. Shah, Chairman & Managing Director [DIN: 00094647] has been expired on 16th July, 2017, and subsequently the Board of Directors, in its Meeting held on 17th July, 2017, reappointed him with effect from 17th July, 2017. Tenure of Shri Arvind K Shah as the Chairman & Managing Director will be for a period of 5 (Five) years w.e.f. 17th July, 2017 to 16th July, 2022. However, this reappointment was subject to the approval of Members at the ensuing Annual General Meeting. The Board recommends his re appointment for your approval.

As on 31st March, 2016, Composition of Board of Directors was as follows : (on next page)

Sr No. Name Designation Category Director Identification Number (DIN) Date of Appointment
i Arvindbhai Kantilal Shah Chairman & Managing Director Executive 00094647 14/10/1992
2 Piyush Chimanlal Vora Director Executive 00296074 14/10/1992
3 Vinod Prabhulal Mehta Director Non Executive & Non Independent 00094718 29/04/1993
4 Chandrasinh Chattrabhuj Udeshi Director Non Executive & Independent 00057240 03/02/1994
5 Bhalchandra Hiralal Vyas Director Non Executive & Independent 01478375 20/08/2014
6 Vijaykumar Shamjibhai Dattani Director Non Executive & Independent 06913999 20/08/2014
7 Neepa Praful Kothari Director Non Executive & Non Independent 02461588 20/08/2015

COMMITTEES OF BOARD OF DIRECTORS :

1. AUDIT COMMITTEE :

The Audit Committee of Board of Directors comprises of following members :

Sr No. Name Status Category Director Identification Number (DIN)
1 Bhalchandra Hiralal Vyas Chairman Non Executive & Independent 01478375
2 Vijaykumar Shamjibhai Dattani Member Non Executive & Independent 06913999
3 Vinod Prabhulal Mehta Member Non Executive & Non Independent 00094718

During the year under report, all the recommendations of the Audit Committee were duly considered.

2. NOMINATION AND REMUNERATION COMMITTEE:

The Audit Committee of Board of Directors comprises of following members:

Sr No. Name Status Category Director Identification Number (DIN)
1 Bhalchandra Hiralal Vyas Chairman Non Executive & Independent 01478375
2 Vijaykumar Shamjibhai Dattani Member Non Executive & Independent 06913999
3 Vinod Prabhulal Mehta Member Non Executive & Non Independent 00094718

3^ SHAREHOLDERS GRIEVANCE COMMITTEE:

The Audit Committee of Board of Directors comprises of following members:

Sr No. Name Status Category Director Identification Number (DIN)
1 Bhalchandra Hiralal Vyas Chairman Non Executive & Independent 01478375
2 Vijaykumar Shamjibhai Dattani Member Non Executive & Independent 06913999
3 Vinod Prabhulal Mehta Member Non Executive & Non Independent 00094718

DECLARATION OF INDEPENDENCEBY INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director under section 149 (7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013. The Company has adopted the practice to take the declaration of independence from all Independent Directors on his/her appointment/re- appointment and also in first meeting of the Board of Directors every year. All these Directors have agreed to inform the Board about any change in their status of independence in the very next board meeting after such change.

COMPANYS POLICY ON DIRECTORS APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL EVALUATION:

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee (erstwhile Remuneration Committee) framed a policy for selection, nomination, appointment and remuneration of the Board of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director.

FORMAL ANNUAL EVALUAITON OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Shareholders Grievance committee

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has not taken any significant step for conservation of energy during the year under Report. However, the Board is keen to develop a system for conservation of energy on continuous base. Further, during the year under review, there was no foreign earning or expenditure in the Company. There are no significant expenses on technology absorption during the year under Report.

PARTICULARS OF EMPLOYEES:

There are no employee in the Company drawing remuneration of more than Rs. 8,50,000/- per month or 1,02,00,000/- per annum, as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE :

Provisions relating to Corporate Governance as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to our company. Further Certificate regarding non applicability of Corporate Governance requirements from M/s. D. S. Varia & Co, Chartered Accountants, and the Statutory Auditors of the Company is annexed to this Report of Board of Directors.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31st March, 2016, the Company doesnt have any Subsidiary, Joint Venture or Associate Companies.

RISK MANAGEMENT:

The Company has long been following the principle of risk minimization as is the norm in every industry. The Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter- alia are: regulations, competition, business risk, technology obsolescence, long-term investments and expansion of facilities. Business Risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.integratedproteins.com.

APPOINTMENT OF CHIEF FINANCIAL OFFICER:

The Board of Directors appointed Mr. Pravinkumar N. Sheth, as Chief Financial officer of the company by passing a resolution at their meeting held on 20th March, 2017.

OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER:

1. There have been no material changes/commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report;

2. During the year under report, the company has not entered in to transactions with related parties under section 188 of the Companies Act, 2013.

3. During the year under review, the company has not accepted the deposit from the public under section 73 to 76 of the Companies Act, 2013 and the Rules made there under.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

6. There has been no instance of any revision in the Boards Report or the financial statement, hence disclosure under Section 131(1) of the Act.

7. The Company has not issued any shares to any employee, under any specific scheme, and hence, disclosures under Section 67(3) are not required to be made.

8. The company does not pay any remuneration to any of its directors, and hence disclosure of ratio of remuneration of each director under section 197(12) is not required to be made.

9. The Company has not paid any commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) is not applicable.

10. The Company has not issued (a) any share with differential voting rights (b) sweat equity shares (c) shares under any Employee Stock Option Scheme, and hence no disclosures are required to be made as per the Companies (Share Capital and Debentures) Rules, 2014

11. The Central Government has not prescribed the maintenance of cost records by the Company under Section 148 (1) of the Companies Act, 2013 for any of its products.

ACKNOWLEDGEMENT:

Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company.

Date : 10/08/2017 By order of the Board of Directors
Place : Jamnagar For, INTEGRATED PROTEINS LIMITED,
O
(ARVIND K. SHAH)
Chairman & Managing Director
DIN : 00094647