To, The Members of Sita Shree Food Products Limited
 
 The Directors of your company are pleased to present the Directors
 Report together with the Audited Accounts and Report on Corporate
 Governance of the Company for the year ended 31st March, 2012;
 
 FINANCIAL RESULTS
 
                                                    (Rs. In Lacs)
 
                                         Year ended          Year ended
                                         31.03.2012          31.03.2011
 
 Income from operation                     14425.08            13864.88
 
 Profit/loss before providing
 
                                             500.15              409.68
 Depreciation and Interest
 
 Less: Depreciation                           48.78               45.02
 
 Less: Interest                              293.64              212.43
 
 Profit/loss Before Taxation                 157.73              152.23
 
 Less: Provision for Taxation                 58.36               58.50
 
 Deferred Tax Liability                        0.00                0.00
 
 Profit /Loss after Taxation                  99.37               93.73
 
 WORKING PERFORMANCE REVIEW:
 
 During the financial year income of the company is increased from Rs.
 13864.88 Lacs to Rs.  14425.08 Lacs resulting in increase in net profit
 from Rs. 93.73 Lacs to Rs. 99.37 Lacs. There is slight increase net
 profit of the Company. Increase in turnover is satisfactory as compare
 to growth in industry. Your Directors are confident and trying hard to
 increase the profitability during the current financial year with
 dedicated efforts of the management.
 
 FUTURE DEVELOPMENT AND ACTIVITIES:
 
 At upcoming Soya Extraction Plant at Barlai Jangir, civil construction
 is almost completed.  Installation of Plant and Machinery is in process
 and the same is expected to be completed soon. All necessary permission
 and statutory licenses has been obtained. Company has increased plant
 capacity to 600 TPD from 500 TPD for Soya Extraction, Oil refinery to
 200 TPD from 100 TPD and Lecithin Plant 5 TPD for powder and liquid
 both, earlier it was only for liquid and new plant will produce high
 protein products i.e. Badi, floor, lecithin powder and liquid, suitable
 for export. Earlier, in the prospectus, this plant was proposed with
 products which are not high protein products. Although said project was
 delayed, as proposed in prospectus of the Company, due to problems
 relating to land which was proposed in prospectus, for project. At that
 time this land was converted land and ready to be used for industrial
 purpose. But after some time before the starting of the project,
 Government change the land use of this land and therefore, industrial
 development could not be carried on the said land. Then Company started
 searching new and suitable land for the project, applied to various
 govt. authorities like DIC and MPAKVN, but no land was made available
 to us. Finally, Company purchased private land at Barlai Jangir at
 Kshipra nearby Indore and started required activities for setting up
 the proposed plant. Project cost is also gone up due to price
 escalation, capacity enhancement and acquisition of new land. Earlier
 project cost of Rs. 4812.92 Lacs and now it is Rs. 9687.23 Lacs.
 Production is expected by October 2012. Meanwhile proceed of the public
 issue was kept in fixed deposit and used for working capital
 requirements of the Company and now being utilized for the aforesaid
 purpose. Specific utilization details of fund are given in the notes of
 accounts of the Company. With increase in capacity and quality of
 products new plant is more viable in terms of technology, product and
 finance.
 
 ISSUE OF FURTHER CAPITAL ON PREFERENTIAL BASIS:
 
 Company has issued 1,20,00,000 Convertible Warrants on preferential
 basis pursuant to shareholders approval vide special resolution dated
 30.06.2012, in order to meet fund requirement for new project, working
 capital requirement and retirement of unsecured loan.  These Warrants
 are convertible in equal number of equity shares of the Company.
 Allotment of above warrants was done on 29.08.2012. This resolution is
 again put for reconfirmation and ratification of shareholders in
 ensuing AGM, due to some reason, specifically detailed in notice of the
 AGM.
 
 SUBSIDIARY COMPANY:
 
 Company has a 100% subsidiary company M/s GG Real Estate Pvt. Ltd., a
 Company engaged in the business of real estate. At present Company is
 developing a multistory residential building at Indore. Mr. Santosh
 Kumar Gupta, Independent non-executive Director of Company, has been
 appointed as Director on the Board of the M/s GG Real Estate Private
 Limited.
 
 DIVIDEND:
 
 To conserve the resources of the Company, especially in view of the new
 project of the Company and to ensure better long term results your
 Directors are of the opinion to plough back the entire profits and do
 not recommend any dividend for the year under review. New project
 requires huge amount of capital. So, it is not advisable to have a
 dividend payout when a Project in need of huge capital requirement.
 
 DIRECTORS:
 
 During the year under report Mr. Santosh Kumar Gupta and Mr. Ashish
 Goyal, Directors of the Company would retire by rotation at the
 forthcoming Annual General Meeting of the Company. Proposals for their
 reappointment have been included in the Notice of Annual General
 Meeting for your approval.
 
 Mr. Anoop Goyal, proposed is appointed as Whole time Director of the
 Company w.e.f.  01.10.2011.  Approval of shareholders for his
 appointment was duly taken in last Annual General Meeting.
 
 Further, Mr. Kamlesh Jain, Independent Director of the Company has
 resigned from the Company w.e.f. from 24th July 2012. Board and
 Management of the Company is thankful to him for his services and
 guidance given by him during his tenor.
 
 DEPOSITS:
 
 The Company has neither accepted nor invited any deposit from the
 public and hence directives issued by Reserve Bank of India and the
 provisions of section 58A and 58AA of the Companies Act, 1956 and rules
 framed there under are not applicable for the year
 
 PARTICULARS OF EMPLOYEES:
 
 Particulars of the employees, pursuant to Section 217 (2A) of the
 companies Act, 1956 read with the Companies (Particulars of the
 Employees) Rules 1975 is nil, as none of the employee has received
 remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or
 more.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNING & OUTGO:
 
 CONSERVATION OF ENERGY:
 
 Particulars with respect to conservation of energy is annexed in Part-A
 and form an integral part of this report for the year ended 31st March,
 2012.
 
 TECHNOLOGY ABSORTION :
 
 Company is applying best available technology for its existing
 manufacturing activity and upcoming soya extraction plant is also at
 par with best available technology in the Country.  Technology of this
 plant is far ahead than as proposed in Prospectus for IPO.
 
 FOREIGN EXCHANGE EARNING & OUTGO :
 
 Further, Company has earned foreign exchange (CIF Value of goods
 Export) equivalent to Rs.  76.06 Lacs for the year and foreign exchange
 outgo is 515.38 Lacs for the year.
 
 AUDITORS REPORT:
 
 The Auditors, in their report have referred to the Notes forming part
 of the Account, considering the principle of the materiality; the notes
 are self explanatory and need no comments.
 
 AUDITORS:
 
 M/s M.K. Shah & Associates, Chartered Accountants, auditors of the
 Company shall be retiring at the conclusion of the ensuing Annual
 General Meeting and are eligible, offers themselves for re-appointment.
 
 CORPORATE GOVERNANCE:
 
 Report on Corporate Governance and Management Discussion and Analysis
 Report, in terms of Clause 49 of the Listing Agreement are annexed and
 form part of this Annual Report. A certificate from the Auditors
 confirming compliance with the conditions of Corporate Governance is
 also annexed.
 
 EMPLOYEES RELATIONS
 
 Employee''s relation continued to be cordial throughout the year. Your
 Directors wish to place on record their sincere appreciation for the
 excellent spirit with which the entire team of the Company worked at
 factory and office premises and achieved commendable progress.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
 Directors, based on representation received from the operating
 management and after due enquiry, confirm in respect of the audited
 financial accounts for the year ended March 31, 2012:
 
 1.  That in preparation of the annual accounts, the applicable
 accounting standards had been followed and that there were no material
 departures.
 
 2.  That the Directors had, in consultation with the Statutory
 Auditors, 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 for the year ended March 31, 2012 and the profit and loss
 Account of the Company for that period.
 
 3.  That the directors have taken proper and sufficient care 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.
 
 4.  That the Directors had prepared the annual accounts on a going
 concern basis.  
 
 
 ACKNOWLEDGEMENT:
 
 Your Directors wish to place on record their appreciation for and
 gratitude to the State Bank of India and Union Bank of India for their
 valuable support and co-operation.
 
 Your directors also wish to place on record their appreciation of the
 wholehearted and continued support extended by the shareholders and
 investors, which had always been a source of strength for the Company.
 
                                          For & On Behalf of the Board
 
 Dated: 29.08.2012                                      CHAIRMAN