Sunil Agro Foods Ltd Management Discussions

1. Business Overview:

The Company has achieved a turnover of Rs. 10,548.02 Lakhs (previous year Rs. 13,659.21 Lakhs) for the financial year ended 31.03.2015 with a net profit of Rs. 84.47 Lakhs (previous year Rs. 107.29 Lakhs).

2. Opportunities: The Company is looking at rationalising the product mix with the addition of new products.

3. There is no unforeseeable risk expected during this year except the loss of business on account of closure of noodles related business which occurred during the year.

4. Outlook: The Company will strive for better values.

5. Internal Control System: The Company has effective control system commensurate with its operations. The Company has internal audit system through outside agency with qualified Chartered Accountant, carries out the audit based on a planned program. The audit also reviews the adequacy and effectiveness of the internal control system and the follow up action taken pursuant to audit observation.

6. Human Resource Development: The Company conducts regular training programs both internally and externally for Employees at all levels to improve the skills and overall development. Employees relations at all the levels continue to remain cordial.

	For and on behalf of the Board of Directors
Place: Bangalore	Shantilal Bansilal	Pramod Kumar S.
Date: 03.08.2015	Managing Director	Executive Director

CEO & CFO Certification

We confirm that:

We have reviewed the financial statements including the cash flow statement for the year and certify to the best of our knowledge and belief that:

the statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

the statements together present a true and fair view of the Companys affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

To the best of our knowledge and belief, no transactions entered into, by the Company during the year ended 31 st March, 2015 were fraudulent, illegal or against to the Companys Code of Conduct.

We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of the internal control systems of the Company and we have disclosed to the Auditors and to the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we were aware and the steps we had taken or propose to take to rectify those deficiencies. i. There has not been any significant change in internal control during the year;

There has not been any significant change in Accounting Policies during the year requiring disclosure in the notes o t the financial statements; and

We are not aware of any instances during the year of significant fraud with involvement therein, of the Management or any employee having a significant role in the Companys internal control system over financial reporting.

Place : Bangalore	Pramod Kumar S	Gayathri Shankarappa
Date : 03.08.2015	Executive Director	Chie f Financial Officer

ANNEXURE-VII

FORM NO. AOC-2

Form 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,2013including certain arms length transactions under third proviso there to.

(Pursuant to clause (h) of sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arms length basis: NIL

2. Details of material contracts or arrangement or transactions at arms length basis:

Name of the party and nature	Brindavan Softland	BRFM (India) Private Limited
of relationship	Private Limited
Nature of contracts/ arrangements/transactions	Purchase of assets & Liabilities on slump sale bases and Purchase of goods and receiving of Services	Purchases, Sales and Services
Duration of the contracts/ arrangements/transactions	Ongoing - based on periodical requirements	Ongoing - based on periodical requirements
Salient terms of the contracts or arrangements or transactions including the value	Recieving of services Rs.1,03,93,644 Purchase of assets & liabilities of Rs. 1 lakh	Value: Rs. 6,00,000/-
Date(s) of approval by the Board:	26.05.2014	26.05.2014
Amount paid as advances	-	-

 

	For and on behalf of the Board of Directors
Place: Bangalore	Shantilal Bansilal	Pramod Kumar S
Date: 03.08.2015	Managing Director	Director

ANNEXURE - VIII

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of Directors

SUNIL AGRO FOODS LIMITED

Dear Sirs,

We undertake to comply with the conditions laid down in Sub-clause of Clause 49 read with Section 149 and Schedule IV of the Companies Act, 2013in relation to conditions of independence and in particular:

(a) Wedeclare that up to the date of this certificate, apart from receiving Directors remuneration, wedid not have any material pecuniary relationship or transactions with the Company, its Promoters, Senior Management or its associates as named in the Annexure thereto which may affect my independence as Director on the Board of the Company. We further declare that we will not enter into any such relationship/transactions. However, if and when we intend to enter into such relationships/transactions, whether material or non-material we shall take prior approval of the Board. We agree that we shall cease to be an Independent Director from the date of entering into such relationship/transaction.

(b) We declare that we are not related to Promoters or persons occupying management positions at one level below the Board and also have not beenexecutive of the Company in the immediately preceding three financial years.

(c) We were not a Partner or an Executive or were also not Partner or Executive during the preceding three years, of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with the Company and

(ii) the legal firm(s) and consulting firm(s) that have a material association with the company

(d) We have not been a material suppliers, service provider or customer or lesser or lessee of the Company, which may affect independence of the Director, and were not a substantial Shareholder of the Company i.e., owning two percent or more of the block of voting shares.

Shailesh Dheerajmal Siroya	A V S Murthy
DIN:00048109	DIN:00085805
Date: 03.08.2015	Date : 03.08.2015

ANNEXURE - IX

THE RATIO OF REMUNERATION OF EACH DIRECTOR

(i) The ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the Financial Year;	Managing Director - 1 27 : Executive Director - 249: Median Remuneration of Employees - 6.61
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year;	Mr. B Shantilal - Managing Director -
	15.42%
	Mr S Pramod Kumar -Executive Director
	- (4.06%)
	Mrs Gayithri - Chief Executive Officer - 13%
(hi) The percentage increase in the median remuneration of employees in the Financial Year;	5.16%
(iv) The number of permanent employees on the rolls of Company;	As on 31.03.2015
	79 members
(v) The explanation on the relationship between average increase in remuneration and company performance;	Increased in remuneration is based on the industrial standard & experience of each employees
(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;	Remuneration paid to Key Managerial person is based on remuneration policy of the company
(vii) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current Financial Year and previous Financial Year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last Public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current Financial Year and previous Financial Year;	There is no material variation in the share price
(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;	This is as per the companies increment guideline
(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company	This is as per the companies increment guideline
(x) The key parameters for any variable component of remuneration availed by the Directors;	Not Applicable
(xi) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year;	Not Applicable
(xii) Affirmation that the remuneration is as per the remuneration policy of the Company.	Yes

For and on behalf of the Board of Directors

Place: Bangalore Shantilal Bansilal Pramod Kumar S Date: 03.08.2015 Managing Director Director

AUDITORS CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENTS

To

The Members of

SUNILAGRO FOODS LIMITED

Bangalore

I hav e examined the compliance of conditions of Corporate Governance by Sunil Agro Foods Limited for the year ended 31st March, 2015 as stipulated in Clause 49 of the Listing Agreements of the said Company with BSE Limited, Mumbai in India.

The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of the opinion on the financial statements of the Company.

In my opinion and to the best of my information and explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements.

I state that in respect ofinvestor grievances received during the year ended 31st March, 2015, noinvestor grievances are pending against the Company as on 31st March, 2015,as per the records maintained by the Company and presented to the Stakeholders Relationship Committee.

I further state that such compliance is neither anassurance as to the future viability of the Company northe efficiency or effectiveness with which the Management has conducted the affairs of the Company.

	Vijayakrishna K T
	Practicing Company Secretary
Place: Bangalore	FC S -1788
Date: 03.08.2015	CP-98 0