Integrated Proteins Ltd

To,

The Members,

Integrated Proteins Limited,

Jamnagar

Your Directors are pleased to present their 23^rd Annual Report for the financial year ended on 31^st

March, 2016.

FINANCIAL RESULTS:

Your Company's performance for the year ended on 31^st March, 2016, is summarized as under:

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year under Report, your Company has earned total revenue of Rs. 8,09,120/- as compared to Rs. 8,65,180/- of previous financial year 2014-15. The net profit of the Company is Rs. 8,28,501.50 as compared to Net Profit of Rs. 8,77,305.75 of previous fiscal. The Board is searching new avenues of business.

DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:

In view of accumulated losses of previous years, and in order to conserve resources for operational purposes, your Directors does not recommend any dividend. Moreover, no amount is being transferred to the Reserves during the fiscal 2015-16.

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.

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 DIRECTOR'S MEETING :

During the year under report, Meetings of the Board of Directors of the Company were held on 29/05/2015, 11/08/2015, 20/08/2015, 05/11/2015 and 09/02/2016 and requisite quorum was present at the said meetings.

Further, the Independent Directors' meeting was held on 09th February, 2016 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 and loss 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.

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 reappointment.

The Auditor's 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 the company has disposed off substantial part of its fixed assets in earlier years, and now the Company has already started the operation in the weigh bridge business and the Board is looking forward to grow the business in the coming years

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board has appointed Nayna Parasmalji Chopra, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except non-appointment of Company Secretary.

In reply to the qualification regarding non-appointment of Company Secretary, the board would like to inform that Ms. Bindiya A. Chhatbar, an associate member of The Institute of Company Secretaries of India, as the Company secretary and Compliance officer of the company by passing a resolution at their meeting held on 6^th April, 2016

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:

During the year under report, the Company has granted loan amounting to Rs. 90,00,000/- to M/s. 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.

TRANSACTIONS WITH RELATED PARTIES:

During the year under report, the company has entered in to transactions with related parties under section 188 of the Companies Act, 2013. However, all such transactions were in the ordinary course of business and at an arm's length basis. Details of such transactions are given in Form AOC-2 annexed to this report.

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 2015-16. 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, Mr. Piyush C. Vora, [DIN: 00296074], Director retires by rotation and being eligible, has offered himself for re- appointment. The Board recommends the same for your approval.

During the year under report Mrs. Neepa P. Kothari [DIN 02461588] was appointed as additional director by passing a resolution at a meeting of board of directors held on 20.08.2015. Further her appointment has been regularized as a Director in Annual General Meeting held on 29^th September, 2015.

As on 31^st March, 2016, Composition of Board of Directors was as follows:

1. AUDIT COMMITTEE:

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

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:

3. SHAREHOLDERS GRIEVANCE COMMITTEE:

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

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.

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

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 31^st March, 2016, the Company doesn't 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 today's 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 COMPANY SECRETARY & COMPLIANCE OFFICER:

The Board of Directors appointed Ms. Bindiya A. Chhatbar, an associate member of The Institute of Company Secretaries of India, as the Company secretary and Compliance officer of the company by passing a resolution at their meeting held on 6^th April, 2016.

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 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.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. 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.

5. There has been no instances of any revision in the Board's Report or the financial statement, hence disclosure under Section 131(1) of the Act.

6. 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.

7. 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.

8. 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.

9. 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

10. 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.