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Directors Report of Ajanta Soya Ltd.

Mar 31, 2016

TO THE MEMBERS OF AJANTA SOYA LIMITED

The Directors hereby present their 25th Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2016.

Financial Highlights (Amount in Lacs)

Particulars

Current Year

Previous Year

Revenue from operations

57911.83

55,266.42

Other Income

337.45

190.51

Profit/(Loss) before Tax

707.90

224.74

Provision for Tax

198.92

(29.88)

Profit/(Loss) after Tax

508.98

254.62

Transfer to Reserve

Nil

Nil

Reserves and surpluses

1628.52

1119.54

Earnings per share

3.28

1.64

Company Performance

During the year under review total income of the Company was Rs. 58249.27 Lac as against Rs. 55,456.93 Lac in the previous year. The Company was able to earn profit after tax for the year of Rs. 508.98 Lacs against a profit after tax of Rs. 254.62 Lacs in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Statement of Company’s Affair

The Company is engaged in the business of manufacturing of Vanaspati and Refined Oil with shortening products (bakery & biscuit). During the year company has produced 1,06,271.921 MT of Vanaspati/Refined Oil as against 89,472.406 MT in the previous year.

The most popular brands of Vanaspati/refined oil are “Dhruv” and ‘Anchal” both of which enjoy a considerable market share.

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report attached to this report.

Change in nature of Business of the Company

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

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March, 2016 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Share Capital

The paid up Equity Share Capital as on 31st March, 2016 was 15.50 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are as under below.

Detail of Investment as on 31st March, 2016

Name of Company

Amount (INR)

- DG Estates Pvt. Ltd

14,725,000

- Dhruv Globals Limited

3,680,500

- Ajanta Realtech Pvt Ltd

13,110,000

Investments in Mutual Funds

- LIC of India - Profit Plus Growth Fund

1,357,000

Investments in Mutual Funds

SBI Mag Insta Cash Fund Liquid Floater Regular Plan

36,268,473

Investments in Mutual Funds

SBI Premium Liquid Fund - Regular Plan

150,000,000

Detail of Guarantee as on 31st March, 2016

Name of Company

Amount (INR)

Guarantee issued in favour of bank on behalf of Dhruv Globals Limited

698,000,000

During the financial year ended 31st March, 2016, no Loan u/s 186 of the Companies Act, 2013 was made by the Company. Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2015-16 in terms of Chapter V of the Companies Act, 2013.

Report on Subsidiaries, Associates and Joint Venture companies

The Company has no subsidiaries, associates and joint ventures companies.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 1’which forms part of this report.

Listing

At present, the equity shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE). The annual listing fees for the financial year 2016-17 to BSE has been paid.

Corporate Governance

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. It involves a set of relationships between a company’s management, its Board, shareholders and Stakeholders. It is a key element in improving the economic efficiency of the enterprise. Credibility offered by Corporate Governance helps in improving the confidence of the investors - both domestic and foreign, and establishing productive and lasting business relationship with all stakeholders.

At ASL Corporate Governance is more a way of business life than a mere legal obligation. Strong governance practices of the Company have been rewarded in terms of improved share valuations, stakeholder''s confidence, improved market capitalization, credit ratings, etc.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached in the Corporate Governance Report and forms part of this report.

Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report, and forms part of this report.

Credit Rating

During the year CRISIL have reaffirmed/issued the following ratings to the Company:

Long-Term Rating

CRISIL BBB-/Stable (Upgraded from CRISIL BB /Stable)

Short-Term Rating

CRISIL A3 (Upgraded from CRISIL A4 )

Directors

In Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr Abhey Goyal, Whole Time Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

The term of appointment of Mr Abhey Goyal as Whole Time Director will end on 31st December, 2016. Further, on the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company had in its meeting held on August 13, 2016, re-appointed Mr Abhey Goyal (DIN: 02321262) as a Whole time Director for a period of 3 years with effect from January 1, 2017, subject to the approval of shareholders in their general meeting. The terms and conditions for his re-appointment are contained in the explanatory statement forming part of the notice of the ensuing Annual General Meeting.

The brief resumes of the Directors who are to be appointed/ re-appointed in the ensuing Annual General Meeting, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/chairmanships and their shareholding, etc. are furnished in Corporate Governance Report forming part of the Annual Report.

Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name

Designation

Mr Sushil Goyal

Managing Director

Mr Abhey Goyal

Whole Time Director

Mr Jai Gopal Sharma

Chief Financial Officer

Mr Kapil

Company Secretary

During the year Ms Priya Pandey was resigned as Company Secretary w.e.f. May 19, 2015 and Mr Kapil was appointed as Company Secretary w.e.f. May 30, 2015 of the Company.

Policy on Directors appointment and Policy on remuneration

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as ‘Annexure 2’respectively, which forms part of this report.

Particulars of remuneration of Directors/ KMP/Employees

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Sl.

No.

Particulars

(i)

The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.

Name of the Director

Total Remuneration

Ratio to the Median

Mr Sushil Goyal

30,00,000

19

Mr Abhey Goyal

12,00,000

8

(ii)

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year.

Name

% of Increase

Mr Sushil Goyal (Managing Director)

7%

Mr Abhey Goyal (whole Time Director)

Nil

Mr Jai Gopal Sharma (CFO)

9%

Ms Priya Pandey (Company Secretary)*

Nil

Mr Kapil (Company Secretary)**

Nil

*Resigned w.e.f. 19th May, 2015 ** Appointed w.e.f. 30th May, 2015

(iii)

The percentage increase in the median remuneration of employees in the financial year.

The percentage increase in the Median Remuneration during the financial year is 8% This has been arrived at by comparing the median remuneration of the cost to the company as on 31st March, 2015 and the median remuneration of the cost to the Company as on 31st March, 2016.

(iv)

The number of permanent employees on the rolls of the company.

The total number of permanent employee of Ajanta Soya Limited as on 31st March, 2016 was 99 (Ninety Nine).

(v)

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.

The average % increase in salary was 9% for all employees who went through the compensation review cycle in the year. The compensation decisions for each year are taken after considering some parameters such as comparison of salaries at various levels with benchmark data and the approved compensation budget as per the financial plan for the financial year.

The average % increase for managerial personnel as their salaries were lower as compared to the benchmark data.

(Vi)

It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior Management is as per the Remuneration Policy of the Company.

Number of Meetings of the Board

During the Financial Year 2015-16, 9 (Nine) number of Board meetings were held. For details there of kindly refer to the section Board of Directors in the Corporate Governance Report.

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board''s focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director’s performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) - 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee

As on 31st March, 2016, the Audit Committee of the Company comprises the following directors:

Mr Harsh Chander Kansal-Chairman (Independent Director)

Mr Hemant Kumar Bansal-Member (Independent Director)

Mr Abhey Goyal- Member (Executive and Promoter Director)

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Statutory Auditors and their Report

The Auditors, M/s Tas Associates, Chartered Accountants, were appointed with your approval at the 23rd AGM to hold such office till the conclusion of the 26thAGM. The Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of M/s Tas Associates from the conclusion of the ensuing AGM till the conclusion of the 26thAGM.

The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members the remuneration of M/s Tas Associates for the financial year 2016-17

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s Report are self-explanatory.

Cost Auditors and their Report

As per Section 148 of the Companies Act, 2013 read with Rules framed there under, M/s K.G. Goyal & Associates, Cost Accountants, (Firm''s Membership No. 000024) were re-appointed as Cost Auditors for the financial year 2015- 16 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting. They have also been appointed as Cost Auditors for financial year 2016-17 by the Board of Directors, upon recommendation of Audit Committee, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

Secretarial Auditors and their Report

Your Board, during the year, appointed M/s R & D Company Secretaries, to conduct secretarial audit of the Company for the financial year ended 31st March, 2016. The Report of M/s R & D Company Secretaries in terms of Section 204 of the Act is provided in the ‘Annexure 3’ forming part of this Report.

Directors’ Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That they had 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) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Corporate Social Responsibility(CSR)

The Company does not come under the preview of Section 135 of the Companies Act, 2013 in relation to Corporate Social Responsibility for the financial year 2015-16.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.

Internal Financial Controls System

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company’s IFC system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOP''s) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from S. Chand Mittal & Co, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board. During the year the Internal auditors have also been engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self Assessment Tool.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report.

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company’s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management programme, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Company’s social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

Vigil Mechanism Policy

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Prevention of Sexual Harassment

During the year under review, the Company has not received any complaint under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as ‘Annexure 4’ to this Report.

Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material’ according to the policy of the Company on Materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.

With reference to Clause 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your attention is drawn to the Related Party disclosures set out in Note no. 36 of the Financial Statements.

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concerns status and company''s operations in future

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in future.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all-around operational performance.

By order of the board

For Ajanta Soya Limited

Sushil Goyal Harsh Chander Kansal

DIN: 00125275 DIN: 00125411

Managing Director Director

Address: House No. 42-A, Address: I-79,Phase-1

Place: New Delhi

Road No.78, West Punjabi Bagh, Ashok Vihar,

Date: 13th August, 2016 New Delhi - 110026

New Delhi - 110052


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS (Amount in Lacs)

Particulars Financial Year ended

31st March, 2014 31st March, 2013

Total Income 47475.95 41960.78

Total Expenditure 47283.66 41907.77

Profit before tax 192.28 53.00

Provision for tax 52.39 0.68

Profit after tax 139.88 52.33

Transfer to Reserve 139.88 52.33

Paid-up Share Capital 1549.66 1549.66

Reserves and Surplus (excluding revaluation reserve) 1221.42 1081.54

Earnings per share 0.90 0.44

Year in Retrospect

During the year under review, total income of the Company was Rs. 47,475.95 lac as against Rs. 41,960.78 lac in the previous year. The Company was able to earn a profit after tax of Rs. 139.88 lac for the year as against a profit of Rs. 52.33 lac. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors Report.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Companyhas occurred between the end of the financial year of the Company 31st March, 2014 and the date of this report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the BSE Ltd, is presented in a separate section forming part of the Annual Report.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same. The Company has spent Rs 59,105/-.in the internal laboratory of the company for the quality testing of raw materials purchased and finished vanaspati/ refined oil purchased.

c. Export Activities: There was no export activity in the Company during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment rules, 2011, and hence no particulars are required to be disclosed in this Report.

Directors

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting. Consequently, Mr Abhey Goyal, Director will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013. Further as per Section 149(5) of the Companies Act, 2013 the Company is required to appoint Independent Directors under Section 149(4) within a period of one year from 1st April, 2014 i.e. the date of commencement of the said Section and Rules made thereunder. Since the Company had already appointed Mr Harsh Chander Kansal and Mr Hemant Kumar Bansal as Non-Executive Independent Directors subject to retirement by rotation in the past, in terms of Companies Act, 1956 and the Listing Agreement. The Board of Directors in their meeting held on August 14, 2014 after consideration has recommended to reappoint all the aforesaid Directors as Non-Executive Independent Directors within the meaning of Section 149 and 152 [including Section 149(10)] of the new Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation, for a term of 5 (five) consecutive years.

The term of appointment of Mr Sushil Goyal as Managing Director expired on 25th July, 2014. The Board of Directors in their meeting held on 26th July, 2014 re-appointed him for a fresh tenure of 3 years w.e.f. 26th July, 2014.

After the last Annual General Meeting, Mr Babu Lal Jain and Mr Bishan Goyal resigned from the board due to their pre-occupation. The Board takes this opportunity to place its gratitude for services rendered by him.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board/ Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

Your Directors recommend their appointment /re-appointment at the ensuing Annual General Meeting.

Auditors

M/s Tas Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible; offer themselves for re-appointment as Statutory Auditors for the financial year 2014-15. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, that their re- appointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such re-appointment under the provisions of applicable laws and also that there is no proceeding against them or any of their partners pending with respect to professional matter of conduct.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

Auditors'' Report

The observations of the Auditors, together with the notes to accounts referred to in the Auditors` Report, are self-explanatory and do not call for any further explanation from the Directors.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

c. the Directors 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Listing

The Equity shares of the Company are presently listed at BSE Ltd, Mumbai. The Company has already paid listing fees to the Stock Exchange for the financial year 2014-2015.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance, the Company has received from the Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For AJANTA SOYA LTD

Date : 14th August, 2014 SUSHIL GOYAL Place : New Delhi Chairman & Managing Director DIN: 00125275


Mar 31, 2012

The Directors have pleasure in presenting the 21st Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS (Amount in Lacs)

Particulars Financial Year ended

31st March,2012 31st March, 2011

Total Income 37,045.82 30,228.02

Total Expenditure 36,998.71 30,148.86

Profit before tax 47.11 79.16

Provision for tax 25.84 32.83

Profit after tax 21.27 46.33

Transfer to Reserve - -

Paid-up Share Capital 1,189.66 1,189.66

Reserves and Surplus (excluding revaluation reserve) 885.21 863.94

Year in Retrospect

During the year under review, total income of the Company was Rs. 37,045.82 lacs as against Rs. 30,228.02 lacs in the previous year. The Company was able to earn a marginal profit after tax of Rs. 21.27 lacs for the year as against a profit of Rs. 46.33 lacs. During the year the Profit of the Company is lower due to exchange fluctuation. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director’s Report and should be read as part of this Directors Report.

Material Changes etc.

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March, 2012 and the date of this report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors’ Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same. The Company has spent Rs. 47,267.00 in the internal laboratory of the company for the quality testing of raw materials purchased and finished vanaspati/ refined oil purchased.

c. Export Activities: There was no export activity in the Company during the year under review.

Particulars of Employees

During the financial year under review, none of the Company’s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment rules, 2011, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Company’s Articles of Association, Mr Babu Lal Jain and Mr Harsh Chander Kansal are liable to retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

Auditors

M/s Tas Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors' Report

Comments made by the Statutory Auditors in the Auditors’ Report are self-explanatory and do not require any further clarification.

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors’ Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

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 as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

c. the Directors 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Bombay Stock Exchange. The listing fee for the financial year 2012-13 has already been paid to the Bombay Stock Exchange.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For AJANTA SOYA LTD

SUSHIL GOYAL Chairman & Managing Director

Date : 25th August, 2012 Place : New Delhi


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS (Amount in Lacs)

YEAR ENDED YEAR ENDED

PARTICULARS 31/03/2010 31/03/2009

Net Sales 23,201.22 26,445.95

Profit on Commodities Futures - 251.09

Other Income 37.79 41.96

Increase/ (Decrease) in Stocks 79.09 (286.12)

Total Income 23,318.10 26,452.88

Total Expenditure 23,267.24 26,421.25

Profit before tax 50.86 31.63

Provision for tax 5.71 23.79

Profit after tax 45.15 7.84

Transfer to Reserve - -

Paid-up Share Capital 1189.66 1189.66

Reserves and Surplus (excluding revaluation reserve) 817.61 772.45

YEAR IN RETROSPECT

During the year under review, total income of the Company was Rs. 23318.10 lacs as against Rs. 26452.85 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 45.15 lacs for the year as against a profit of Rs. 7.84 lacs. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director’s Report and should be read as part of this Directors Report.

MATERIAL CHANGES ETC.

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2010 except that the Company has re- commenced its trading in Rice Segment since April 2010.

DIVIDEND

The Board of Directors of your Company have decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

CORPORATE GOVERNANCE

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors’ Certificate on compliance of Clause 49 of the Listing Agreement.

PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

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

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same. The Company has spent Rs.122822.00 in the internal laboratory of the company for the quality testing of raw materials purchased and finished vanaspati/ refined oil purchased.

c. Export Activities: There was no export activity in the Company during the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO: (Amount in Rs Lacs)

2009-10 2008-09

Total Foreign Exchange Inflow

Total Foreign Exchange Inflow NIL NIL

Total Foreign Exchange outflow 4011.21 11047.91

i. Traveling expenses NIL NIL

ii. Purchase of Oil 4011.21 11047.91

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr Bishan Goyal and Mr Harsh Chander Kansal are liable to retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

AUDITORS

M/s Tas Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

AUDITORS REPORT

Comments made by the Statutory Auditors in the Auditors’ Report are self-explanatory and do not require any further clarification.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors’ Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

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 as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

c. the Directors 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

STOCK EXCHANGE LISTING

The shares of the Company are listed on the Bombay Stock Exchange. The listing fee for the financial year 2010-11 has already been paid to the Bombay Stock Exchange.

The shares of the Company were listed on the Calcutta Stock Exchange also. The Company had filed application for delisting of shares from Calcutta Stock Exchange Association Ltd, which was approved by the Stock exchange vide letter no. CSE/LD/ 635/2010 dated. 10th June 2010.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board

For AJANTA SOYA LTD

Date : 17th August, 2010 SUSHIL GOYAL

Place : New Delhi Chairman & Managing Director


Mar 31, 2009

The Directors have pleasure in presenting the Annual Repot of your Company together ivith the Audited Annual Accounts (or the financial year ended 31st March, 2009.

FINANCIAL HIGHLIGHTS(Amount in Lacs)

PARTICULARS YEAR ENDED YEAR ENDED 31/03/2009 31/03/2008

Net Sales 26445.95 28437.82

Profit on Sale of Investment -- 4.08

Profit on Commodities Futures 251.09 --

Other Income 41.96 43.97

lncrease/(Decrease) in Stocks (286.12) 291.62

Total Income 26452.88 28777.49

Total Expenditure 26421.25 28699.33

Profit before tax 31.63 78.16

Provision for tax 23.79 39.51

Profit after tax 7.84 38.65

Transfer to Reserve -- --

Paid-up Share Capital 1189.66 1189.66

Reserves and Surplus (excluding revaluation reserve) 772.45 764.60

YEAR IN RETROSPECT

During the year under review, total income of the Company was Rs. 26452.88 lacs as against Rs. 28777.49 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 7.84 lacs for the year as against a profit of Rs. 38.65 lacs. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Directors Report and should be read as part of this Directors Report.

MATERIAL CHANGES ETC.

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March, 2009 and the date of this Report.

DIVIDEND

The Board of Directors of your Company have decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

CORPORATE GOVERNANCE

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors Certificate on compliance of Clause 49 of the Listing Agreement.

PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

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

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same. The Company has spent Rs. 2,12,849 in the internal laboratory of the company for the quality testing of raw materials purchased ana finished vanaspati/ refined oil purchased.

c. Export Activities: There was no export activity in the Company during the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO: (Amount in Rs Lacs)

2008-09 2007-08

Total Foreign Exchange Inflow NIL NIL

Total Foreign Exchange outflow 11047.91 5159.21

i. Traveling expenses NIL 1.63

ii. Purchase of Oil 11047.91 5157.58

Particulars of Employees

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting, Mr Abhey Goyai and Mr Babu Lal Jain were appointed as additional directors w.e.f 15th December, 2008. In terms of the provisions of the Companies Act, 1956, they hold office date of the ensuing Annual General Meeting. Their appointment as ordinary directors of the Company is placed before re members for consideration.

The Board recommends the resolution for adoption by the members. Mr Gagan Goyal and Mr Uahak Kansal resigned from the directorship of the Company w.e.f 15th December, 2008.

Mr Abhey Goyal, Director was appointed as a Whole Time Director of the Company with effect from 1st January, 2009 for a period of 3 years. His appointment is subject to the approval of the members of the Compam Appropriate resolution seeking your approval to the aforesaid appointments is appearing in the Notice convening the 18th A-nual General Meeting.

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr Satish Kumar

Singhal is liable to retire by rotation and being eligible offer himself for re-appointment. Directors -ecommend his re-appointment.

Auditors

M/s Tas Associates, Chartered Accountants, Statutory Auditors of the Company hold office unci the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors Report

Comments made by the Statutory Audtors in the Auditors Report are self-explanatory and do net require any further clarification.

Directors Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief^od according to the information and explanations obtained by them and save as mentioned elsewtiere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

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 as at 31st March, 2009 and of. the profit of the Company for the year ended on that date;

c. the Directors 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis. Stock Exchange Listing

The shares of the Company are listed on the Bombay Stock Exchange and Calcutta Stock Exchange. Companys application for de-listing of its shares is pending with the Calcutta Stock Exchange.

The listing fee for the financial year 2009-10 has already been paid to the Bombay Stock Exchange. However, the same has not been paid to the Calcutta Stock Exchange in view of pending de-listing application with the Calcutta Stock Exchange.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued busness associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For AJANTA SOYA LTD

Date : 25th August, 2009 SUSHIL GOYAL

Place : New Delhi Chairman & Managing Director

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