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Directors Report of Ajanta Soya Ltd.

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, 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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