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Directors Report of Amrit Corp. Ltd.

Mar 31, 2015

To the Members,

The Directors have pleasure in presenting the 74th Annual Report on the business and operations of the Company together with Audited Statements of Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

The summarized financial results of the Company for the financial year 2014-15 are given hereunder:

(Rs.in lacs)

2014-15 2013-14

Revenue from operations & other income 6,447.49 6,730.64

Operating Profit (EBIDTA) 1,690.51 1,253.40

Finance Cost 204.28 131.54

Gross Profit (PBD) 1,486.23 1,121.86

Depreciation & amortization 199.28 87.58

Profit before tax 1,286.95 1,034.28

Provision for

- Current Tax (net) 218.32 121.56

- Deferred Tax (22.62) 62.60

- MAT Credit entitlement - (80.24)

- Adjustment for prior period tax/tax on dividend - 44.27

Net Profit 1,091.25 886.09

Balance b/f from previous year 8,218.01 8,219.89

Profit available for appropriation 9,309.26 9,105.98

Appropriation:

- Proposed Dividend on Equity shares @ Rs.5/- per Equity Share 160.66 160.66 (i.e. 50%)

- Tax on dividend @ 20.36% 32.71 27.31

- Transfer to General Reserve 1,000.00 700.00

Balance Carried to Balance Sheet 8,115.89 8,218.01

DIVIDEND

Your Directors are pleased to recommend dividend of Rs.5/- per Equity Share of Rs.10/- each (i.e. 50%) for the year ended 31st March, 2015, the same as paid last year.

OPERATIONS

- During the year under review, the revenue from operations declined to Rs.4,956.11 lacs as against Rs.5,493.52 lacs in the previous year. The revenue from operations is low mainly on account of low volumes at Dairy Division and slow real estate off-take;

- The operating profit (EBIDTA) recorded during the year was higher by 34.87% at Rs.1,690.51 lacs as against Rs.1,253.40 lacs in the previous year. The net profit after tax for the year was Rs. 1,091.25 lacs as against Rs. 886.09 lacs in the previous year;

- The production of dairy milk & milk products during the year was 6,494 KL as against 8,041 KL in the previous year, a decline of 19.24%. There has been a decline in production across all product categories, particularly in flavoured milk as the Mother Dairy has put-up its own facility for processing of flavoured milk and our arrangement with them has ceased for the time- being.

The raw milk prices which were relatively stable in the initial period of the year started declining from the third quarter. The costs of other inputs, mainly relating to plant maintenance, were higher for better upkeep of the Plant. The packaging capacity was augmented with the addition of one imported packaging machine. Dairy Division is now focussing on high value specialty products which are being developed for various FMCG companies;

- During the year, the real estate business recorded turnover of Rs.320.06 lacs as against Rs. 722.45 lacs in the previous year. The profit before tax in the real estate business was Rs.203.94 lacs during the year against Rs. 489.09 lacs in the previous year;

- In the Services segment, the Company provides business advisory and BPO services to the group companies as well as trading in commodities;

- The Company has deployed funds in treasury operations. The Other Income during the year was Rs.1,491.38 lacs as against Rs. 1,237.13 lacs in the previous year recording an increase of 20.55%.

The Management Discussion & Analysis Report on these businesses for the year ended 31st March, 2015 also appears as a separate statement in the Annual Report.

FINANCE

(i) Share Capital

The paid-up Equity Share Capital as on 31st March, 2015 was Rs.321.32 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

(ii) Fixed Deposits

The Company has discontinued the public deposit scheme in terms of the provisions of Section 73 of the Companies Act, 2013 and repaid all outstanding deposits amounting to Rs. 202.02 lacs together with accrued interest thereon, before 31st March, 2015. There are no fixed deposits remaining unpaid/unclaimed with the Company as on 31st March, 2015 nor there was any default in repayment of deposits or payment of interest thereon during the year.

(iii) Particulars of loans, guarantees or investments

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

ASSOCIATE/JV COMPANIES

Amrit Banaspati Company Ltd. ("ABCL"), an associate company, recorded revenue from trading operations of Rs. 4,086.40 lacs and profit before tax of Rs. 841.59 lacs, including income from treasury operations.

The Company has sold the entire shareholding of M/s Amrit Digvijay Infra-Tech Pvt.Ltd., joint venture company since it decided to abandon the housing project at Dehradun due to land related issues. The JV Company has also repaid the unsecured loan together with interest obtained by it from the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company strongly believes in sustainable development which is beneficial for the society at large and to practice the corporate values through commitment to grow in socially and environmentally responsible way while meeting the interest of our stake-holders. The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified in Schedule VII of the Companies Act, 2013. The Company has constituted a robust and transparent governance structure to oversee the implementation of our CSR policy, in compliance with the requirement of Section 135 of the Companies Act, 2013.

During the year, the Company has undertaken CSR initiatives in the areas of education, health, water and sanitation and also contributed directly to Prime Minister''s National Relief Fund, National Mission for Clean Ganga and Swachh Bharat Kosh.

The Company has established a CSR Trust, namely, "Amrit CSR Foundation" (ACF) for carrying on the CSR activities. Skill development and language training programmes for the unemployed youth from socially and economically backward sections of the society directly through ACF and/or in partnership with NGOs, so as to make them employable, will be a focus area of the CSR initiatives of the Company. The Company will also promote and sponsor the sanitation initiatives of the Govt. of India and actively participate in public health, water and education.

The Annual Report on CSR activities is annexed herewith as "Annexure - A".

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the

Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

On the recommendation of the Risk Management Committee, the Board has adopted Risk Management Policy, which outlines the programme implemented by the Company to ensure appropriate risk management within its system and culture. The Risk Management Policy is also posted on the website of the Company. The Company''s risk management programme comprises of a series of processes, structures and guidelines which assist the Company to identify, assess, monitor and manage its business risks, including any material changes to its risk profile. To achieve this, the Company has clearly defined the responsibility and authority of the Company''s Board of Directors and of the Risk Management Committee to oversee and manage the risk management programme while conferring responsibility and authority on the Company''s senior management to develop and maintain the risk management programme in light of the day to day needs of the Company. Regular communication and review of risk management practices provide the Company with important checks and balances to ensure the efficacy of its risk management programme.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the Company. The purpose and objective of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects the employees wishing to raise a concern about serious irregularities within the Company. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

RELATED PARTY TRANSACTIONS

No Related Party Transactions were entered into during the financial year 2014-15. All Related Party Transactions entered into in the past were on an arm''s length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with promoters, directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interests of the Company at large.

On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company (www.amritcorp.com) under the head ''Investor Relations''. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the strict legal and accounting requirements.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The statement is supported by a certificate from the CEO and CFO.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS

(i) Appointment

The Board of Directors has appointed Shri Sujal Shah and Smt. Ketaki Sood as Additional Directors of the Company in the category of Independent Directors with effect from 24th February, 2015 to hold office as Directors upto the date of next Annual General Meeting of the Company. Shri Sujal Shah and Smt. Ketaki Sood, subject to approval of the shareholders in the next Annual General Meeting, are proposed for appointment as Independent Directors for a period of 5 years. Further details of the above Directors are given in the Corporate Governance Report as well as in the Notice of the Annual General Meeting being sent to the shareholders along with the Annual Report.

(ii) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri G.N.Mehra retires by rotation and is eligible for re- appointment.

(iii) Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

(iv) Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(v) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. More details of the same are given in the Corporate Governance Report.

(vi) Board Meetings

During the year, five (5) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as ''Significant Accounting Policies'' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken 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;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS

(i) Statutory Auditors

M/s V.Sahai Tripathi & Co., Chartered Accountants, have been appointed as Statutory Auditors of the Company for a period of 3 years at the last annual general meeting held on 12th August, 2014 subject to ratification of their appointment by the members at every annual general meeting. The shareholders at the ensuing annual general meeting will consider ratification of the appointment of the Statutory Auditors. As required under Clause 41 of the Listing Agreement, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

(ii) Cost Audit

The goods produced by the Company are not covered under cost audit and, therefore, pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is not required to maintain the cost audit records.

(iii) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s RSM & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - B".

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexed herewith as "Annexure - C".

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure - D".

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the listing agreement with stock exchanges is annexed herewith as "Annexure - E".

PERSONNEL

Employee relations continued to be cordial throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.

PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.60 lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 lacs during the financial year 2014-15.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure - F".

ACKNOWLEDGEMENT

Your Directors convey their sincere thanks to the various agencies of the Central Government, State Governments, Banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the shareholders and investors have placed in the Company. Your Directors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.

For and on behalf of the Board

Noida N.K. BAJAJ

May 13, 2015 Chairman & Managing Director


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 72nd Annual Report on the business and operations of the Company together with Audited Statements of Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The summarized financial results of the Company for the financial year 2012-13 are given hereunder:

(Rs.in lacs)

2012-13 2011-12

Revenue from operations & other income 9,017.75 6,935.79

Operating Profit (EBIDTA) 1,252.32 1,784.72

Finance Cost 143.58 122.41

Gross Profit (PBD) 1,108.74 1,662.31

Depreciation & Amortization 72.73 63.18

Profit before exceptional items and tax 1,036.01 1,599.13

Exceptional Items:

- Profit from sale of''Gagan''Brand 10,381.59

- Profit /(Loss) from sale of long term investment (13733)

Profit before tax 1,036.01 11,843.39

Provision for

- Current Tax (net) 200.00 2,329.70

- Deferred Tax/Adj. of provision (24.05) 5.94

- Prior Period Tax Adjustment 0.68

Net Profit 859.38 9,50775

Balance b/f from previous year 8,209.89 1,098.42

Profit available for appropriations 9,069.27 10,606.17

Appropriations:

- Proposed Dividend on Equity shares @ 40% i.e. Rs.4/- per Equity Share 128.53 771.18

- Tax on dividend 20.85 125.10

- Transfer to General Reserve 700.00 1,500.00

Balance carried to Balance Sheet 8,219.89 8,209.89

DIVIDEND

Your Directors are pleased to recommend dividend @ Rs.4/- per Equity Share of Rs.10/- each (i.e. 40%) for the year ended 31st March, 2013 as against the total dividend of Rs.24/- per equity share of Rs.10/- each paid last year, including one time special dividend of Rs.20/- per Equity Share (i.e. 200%) from the proceeds of the sale of ''Gagan''Trademark of the Company.

OPERATIONS

- During the year under review, the revenue from operations increased to Rs.8,045.13 lacs as against Rs. 5,410.76 lacs in the previous year, recording a growth of over 48%. The operating profit (EBIDTA) recorded during the year was Rs.1,252.32 lacs as against Rs 1,784.72 lacs in the previous year. The increased profitability in the previous year was mainly on account of receipt of one time special dividend from Amrit Banaspati Co. Ltd. from the sale of Edible Oils Business;

- The net profit after tax for the current year was Rs. 859.38 lacs as against Rs. 9,50775 lacs in the previous year (after accounting for exceptional items i.e. profit from sale of''Gagan''Trademark and loss from sale of long term investments);

- The production of dairy milk & milk products during the year was 9,324 KL as against 10,688 KL in the previous year, a decline of 12.76%. Dairy mixes supplied to McDonald''s and flavoured milk supplied to Mother Dairy recorded volume growth. However, other products, namely, UHT milk, fresh cream, flavoured milk (other than Mother Dairy) and loose milk recorded lower volumes due to low demand of these products on account of higher prices. The raw milk prices were relatively stable during the year and consequently, there is improvement in the operating margins of the dairy business;

- During the year, there was no major activity in the real estate segment due to delay in receipt of regulatory approvals. The requisite approvals from the Ghaziabad Development Authority are now in

place and the sale of plots has commenced. There is good response from the actual users as well as from small builders for the plots;

- In the Services segment, the Company provides business advisory and BPO services to the group companies as well as trading in commodities. The trading volumes are steadily rising.

The Management Discussion & Analysis Report on these businesses for the year ended 31st March, 2013 also appears as a separate statement in the Annual Report.

ASSOCIATE/JV COMPANIES

Amrit Digvijay Infra-Tech Pvt.Ltd.

M/s Amrit Digvijay Infra-Tech Pvt.Ltd., a joint venture company, has decided to abandon the housing project at Dehradun as the remaining portion of the land could not be acquired. Efforts are being made to sell the land already acquired.

Amrit Banaspati Co. Ltd.

Upon sale of Edible Oils Business and the manufac- turing facility at Rajpura, Distt. Patiala (Punjab) as a going concern last year, Amrit Banaspati Company Ltd. (''ABCL") is now engaged in the business of trading of various commodities & other items and in treasury operations pertaining to the cash consideration received from the sale of business. The management of ABCL is also evaluating new business opportunities other than the general trading. During the year, ABCL recorded revenue from trading operations of Rs. 8,915.80 lacs and operating profit (EBIDTA) of Rs. 441.13 lacs.

FIXED DEPOSITS

As on 31st March, 2013, your Company had Fixed Deposits of Rs. 448.65 lacs (including interest accrued and due). There were no overdue deposits as on 31st March, 2013 nor there was any failure in making repayment of the fixed deposits on maturity and interest due thereon in terms of the conditions of your Company''s Fixed Deposits Scheme.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure which forms part of this Report.

PERSONNEL

Employee relations continued to be cordial throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.

The particulars of employees as per Section 217(2A) of the Companies Act, 1956 are set out in the Annexure which forms part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the said Act, the report and accounts are being sent to all the members of the Company excluding the aforesaid information. This statement shall be made available for inspection by any member during working hours for a period of 21 days before the date of the Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri K.R.Ramamoorthy, Shri Mohit Satyanand and Shri Kamal Budhiraja, retire by rotation and are eligible for re-appointment.

Subject to the approval of the shareholders at the ensuing Annual General Meeting, Shri A.K.Bajaj has been reappointed as Managing Director of the company for a period of 5 years w.e.f. November 5, 2012.

AUDITORS

M/s V.Sahai Tripathi & Co., Chartered Accountants, Statutory Auditors, retire at the forthcoming Annual

General Meeting and being eligible, offer themselves for re-appointment.

COST AUDIT

For the financial year 2011-12, the Board of Directors appointed M/s G.T & Co., Cost Accountants, New Delhi, as the Cost Auditors of the Company under section 233B of the Companies Act, 1956 for carrying on Cost Audit of the dairy milk and milk products being processed/ manufactured by the Company and the requisite approval was received from the Central Government. Pursuant to General Circular No. 15/2011 - 52/5/CAB-2011 dated April 11, 2011 issued by the Government of India, Ministry of Corporate Affairs, Cost Audit Branch, New Delhi, following are the details of Cost Auditor and filing of cost audit report with Central Government:

Particulars of Cost Details of Cost Audit

Auditor Report filed for the period

ended 31st March, 2012

M/s G T & Co. Due date:

Firm Registration 30th September, 2012

No. 000253

58 (FF), Local Shopping Extended upto

Centre (Behind 28th February, 2013

Kanishka Complex),

K-Block, Kalkaji, Filing date:

New Delhi - 110 019 26th February, 2013

E-mail: jpg@gtnco.in

The Cost Audit Report for the year ended 31st March, 2013 will be forwarded to the Central Government within the statutory time limit in pursuance to the provisions of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 or loss of the company for that period;

(iii) that proper and sufficient care has been taken 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;

(iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the listing agreement with stock exchanges is annexed and forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors convey their sincere thanks to the various agencies of the Central Government, State Governments, Banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the shareholders and investors have placed in the Company. Your Direc- tors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company. For and on behalf of the Board

N.K. BAJAJ

Chairman & Managing Director

Noida May 21, 2013


Mar 31, 2012

The Directors have pleasure in presenting the 71st Annual Report on the business and operations of the Company together with Audited Statements of Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

The summarized financial results of the Company for the financial year 2011-12 are given hereunder:

(Rs. in Lacs)

2011-12 2010-11

Revenue from Operations & Other Income 6,935.79 4,868.64

Operating Profit (EBIDTA) 1,784.72 755.53

Finance Cost 122.41 106.02

Gross Profit (PBD) 1,662.31 649.51

Depreciation & Amortization 63.18 107.14

Profit before exceptional items and tax 1,599.13 542.37

Exceptional Items:

- Profit from sale of'Gagan'Brand 10,381.59 -

- Profit/(Loss) from sale of long term investments (137.33) 1,655.93

Profit before tax 11,843.39 2,198.30

Provision for

- Current Tax (net) 2,329.70 335.83

- Deferred Tax/Adj. of provision 5.94 (5.09)

Net Profit 9,507.75 1,867.56

Balance b/f from previous year 1,098.42 980.24

Profit available for appropriations 10,606.17 2,847.80

Appropriations:

- Proposed Dividend on Equity Shares 771.18 128.53

- Tax on Dividend 125.10 20.85

- Transfer to General Reserve 1,500.00 1,600.00

Balance carried to Balance Sheet 8,209.89 1,098.42

DIVIDEND

Your Directors are pleased to recommend dividend @ Rs. 24/- per Equity Share of Rs. 10/- each (i.e. 240%) for the year ended 31st March, 2012, including one time special dividend of Rs. 20/- per Equity Share (i.e. 200%) from the proceeds of the sale of 'Gagan' Trademark of the Company, as compared to Rs. 4/- per Equity Share (i.e.40%) in the previous year.

SALE OF GAGAN' TRADEMARK

During the year, the Company sold 'Gagan' Trademark, used in hydrogenated vegetable oils and edible refined oils, by way of transfer/assignment to M/s Bunge India Pvt. Ltd. ("Bunge") for a lump sum consideration of Rs. 104.50 crores. The said 'Gagan' Trademark was licensed to M/s Amrit Banaspati Company Ltd. ("ABCL") which decided to exit the Edible Oils Business and sold the same to Bunge on slump sale basis and as a going concern. The 'Gagan' Trademark, being an integral part of the Edible Oils Business of ABCL, Bunge offered to purchase the same. After due evaluation, the offer of Bunge was accepted by the Company.

OPERATIONS

- During the year under review, the revenue from operations increased to Rs. 5,410.76 lacs from Rs. 4,542.71 lacs in the previous year, recording a growth of over 19%. The operating profit (EBIDTA) increased by over 136.22% from Rs. 755.53 lacs to Rs. 1,784.72 lacs;

- The net profit after tax for the current year (after accounting for exceptional items i.e. profit from sale of 'Gagan' Trademark and loss from sale of long term investments) is Rs. 9,507.75 lacs as against Rs. 1,867.56 lacs in the previous year;

- The production of dairy milk & milk products during the year was 10,688 KL as against 9,435 KL in the previous year representing a growth of 13.28%. Dairy mixes supplied to McDonald's recorded good volume growth. McFlurry product launched by McDonald's has been getting good consumer response as a result of which the volumes of soft serve mix are increasing. Volumes also increased in fresh cream. The raw milk prices, which had been rising continuously, came down in the second half of the year. Consequently, there is improvement in the operating margins of the dairy business;

- During the year, there was no major activity in the real estate segment. Development of Gagan Enclave Extension project is now complete and the sale of plots has commenced. There is good response from the actual users as well as from small builders for the plots;

- In the Services segment, the Company provides business advisory and BPO services to the Group companies. There is substantial improvement in costing, MIS & budgeting framework and corporate governance & compliance mechanism in the Group companies in line with the present day business requirements.

The Management Discussion & Analysis Report on these businesses for the year ended 31st March, 2012 also appears as a separate statement in the Annual Report.

ASSOCIATE/JV COMPANIES

Amrit Digvijay Infra-Tech Pvt.Ltd.

M/s Amrit Digvijay Infra-Tech Pvt. Ltd., joint venture company, has decided to abandon the housing project at Dehradun as the remaining portion of the land could not be acquired. Efforts are being made to sell the land already acquired.

Amrit Banaspati Company Ltd.

During the year, M/s Amrit Banaspati Company Ltd. ("ABCL") sold its Edible Oils Business and the manufacturing facility at Rajpura, Distt. Patiala (Punjab) to Bunge for a lump sum adjusted Consideration of Rs. 231.19 crores and has transferred all its movable and immovable assets, liabilities, business contracts, employees and intellectual property rights and secured and unsecured loans (excluding certain assets, loans & advances and fixed deposits, which have been retained by the Company) to Bunge on 10th February, 2012.

During the year, the revenue from operations of ABCL amounted to Rs. 1,04,281.12 lacs and operating profit (EBIDTA) of Rs. 1,894.07 lacs as against Rs. 1,00,763.00 lacs and Rs. 4,055.19 lacs respectively during the previous year.

FIXED DEPOSITS

As on 31st March, 2012, your Company had Fixed Deposits of Rs. 539.31 lacs (including interest accrued and due). There were no overdue deposits as on 31st March, 2012 nor there was any failure in making repayment of the fixed deposits on maturity and interest due thereon in terms of the conditions of your Company's Fixed Deposits Scheme.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure which forms part of this Report.

PERSONNEL

Employee relations continued to be cordial throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.

The particulars of employees as per Section 217(2A) of the Companies Act, 1956 are set out in the Annexure which forms part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the said Act, the report and accounts are being sent to all the members of the Company excluding the aforesaid information. This statement shall be made available for inspection by any member during working hours for a period of 21 days before the date of the Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri G. N. Mehra, Shri A. K. Bajaj and Shri V. K. Bajaj retire by rotation and are eligible for re-appointment.

AUDITORS

M/s V. Sahai Tripathi & Co., Chartered Accountants, Statutory Auditors, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 or loss of the company for that period;

(iii) that proper and sufficient care has been taken 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;

(iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the listing agreement with stock exchanges is annexed and forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors convey their sincere thanks to the various agencies of the Central Government, State Governments, banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the shareholders and investors have placed in the Company. Your Directors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.

For and on behalf of the Board

(N.K. Bajaj)

Place: Noida Chairman &

Date : 25th May, 2012 Managing Director


Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the 70th Annual Report on the business and operations of the Company together with Audited Statements of Accounts of your Company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

The summarized financial results of the Company for the financial year 2010-11 are given hereunder:

(Rs. in lacs)

2010-11 2009-10

Sales & other income 4,849.53 3,855.38

Operating Profit (EBIDTA) 733.29 522.85

Interest 106.02 107.37

Gross Profit (PBD) 627.27 415.48

Depreciation 107.14 119.78

Profit before tax (PBT) 520.13 295.70

Exceptional income (sale of long term investment) 1,655.93 Provision for

- Current Tax-net (including Wealth Tax) 335.83 34.90

- Deferred Tax (14.70) 1.61

Net Profit 1,854.93 259.19 Adjustments relating to previous years

- Depreciation written back (net of Deferred (20.00) - tax Charge) due to change in depreciation policy

- Depreciation short charged earlier 7.37 (0.37)

Net profit after previous years' adjustments 1,867.56 259.56

Balance brought forward from previous year 980.24 995.62

Profit available for appropriation 2,847.80 1,255.18

Appropriations

Proposed dividend on equity shares @40% 128.53 64.27

Tax on dividend 20.85 10.67

Transfer to General Reserve 1,600.00 200.00

Balance carried to Balance Sheet 1,098.42 980.24

DIVIDEND

In view of substantially higher profitability for the year under review, your Directors are pleased to recommend dividend @ Rs. 4.00 per share (i.e.40%) on the Equity Shares of Rs.10/- each for the year ended 31st March, 2011, as compared to Rs.2.00 per share (i.e.20%) in the previous year.

OPERATIONS

- During the year under review, the sales and other income of your Company increased to Rs. 4,849.53 lacs from Rs. 3,855.38 lacs in the previous year, recording a growth of over 25%. The operating profit (EBIDTA) increased by over 40% from Rs. 522.85 lacs to Rs 733.29 lacs.

- Consequent to restructuring of shareholding amongst the promoters of the Company, exceptional income of Rs.1,655.93 lacs has arisen during the year under review on account of saie/transfer of long term investment of 22,99,900 equity shares of Rs.10/- each of M/s ABC Paper Ltd. to co-promoter by way of inter- se transfer between the promoters.

- The net profit after tax for the year (after prior period adjustments) was Rs. 1,867.56 lacs as against Rs. 259.56 lacs in the previous year.

- The production of dairy milk & milk products during the year was 9,435 KL as against 8,567 KL in the previous year representing a growth of 10.13%. The sale of fresh cream and ice-cream mix recorded volume growth of over 25%. The raw material prices have been continuously rising due to increase in consumption faster than the production. Though, the profitability of the Dairy Division is better than the last year, the increase in raw material prices impacted volume growth as well as profitability. The Dairy Division is now focused on continuously leveraging the 'Gagan' brand and offering different value added milk products to achieve higher profitability.

- The turnover in the real estate sector was negligible as the Gagan Enclave Extension project could not be taken up during the year due to non-receipt of regulatory approvals. However, necessary approvals have now been obtained and the development work is in progress at the project. The sale of plots is expected to commence in the second quarter of the current year.

- In the services segment, the Company provides Business Advisory and BPO services to the group companies. It is endeavoured to improve the costing, MIS & budgetary framework and corporate governance & compliance mechanism in group companies in line with the present day business requirements.

The Management Discussion & Analysis Report on these businesses for the year ended 31st March, 2011 also appears as a separate statement in the Annual Report.

ASSOCIATE/JV COMPANIES

Amrit Digvijay Infra-Tech Pvt.Ltd.

M/s Amrit Digvijay Infra-Tech Pvt.Ltd., joint venture company, has decided to abandon the housing project at Dehradun as the remaining portion of the land could not be acquired. Efforts are being made to sell the land already acquired.

Amrit Banaspati Co. Ltd.

During the year, Amrit Banaspati Company Ltd. posted gross turnover of Rs. 1,00,997.59 lacs and EBIDTA of Rs. 4,055.19 lacs as against Rs. 80,778.62 lacs and Rs. 1,944.20 lacs during the previous year. There has been substantial improvement in the profitability of ABCL primarily by economizing and rationalization of costs and better sales realization from the value added branded & specialty products.

ABC Paper Ltd.

During the year, the Company has sold/transferred its entire long term investment of 22,99,900 equity shares of Rs.10/- each of ABC Paper Ltd. to co-promoters by way of inter-se transfer between the promoters consequent to restructuring of shareholding amongst the promoters of the Company. This has led to a gain of Rs.1,655.93 lacs which has been shown under the head 'Exceptional Income'. Consequent to divestment of this investment, ABC Paper Ltd. has ceased to be the associate /related company.

FIXED DEPOSITS

As on 31st March, 2011, your Company had fixed deposits of Rs. 692.67 lacs (including interest accrued and due). There were no overdue deposits as on 31s' March, 2011 nor there was any failure in making repayment of the fixed deposits on maturity and interest due thereon in terms of the conditions of your Company's Fixed Deposits Scheme.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure which forms part of this Report.

PERSONNEL

Employee relations continued to be cordial throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.

There is no employee in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

DIRECTORS

Your Directors express sorrow and grief on the demise of Shri Romesh Lai, Director, who passed away on 8th February, 2011 after protracted illness. The Board has placed on record its appreciation of the valuable services rendered by Shri Romesh Lai during his tenure as Director of the Company. Shri Kamal Budhiraja, a lawyer by profession, has been appointed by the Board as Director in the category of independent director on 27th April, 2011 in the casual vacancy caused by the demise of Shri Romesh Lai. Shri Budhiraja shall hold office upto the date upto which Shri Romesh Lai would have held the office i.e. upto the date of 72nd Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri K.R.Ramamoorthy, Shri Praveen Kumar and Shri Mohit Satyanand retire by rotation and are eligible for re-appointment.

AUDITORS

M/s V.Sahai Tripathi & Co., Chartered Accountants, Statutory Auditors, retire at the forthcoming Annual, General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 or loss of the Company for that period;

(iii) that proper and sufficient care has been taken 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;

(iv) that the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the listing agreement with stock exchanges is annexed and forms part of the Annual Report.

GROUP

Pursuant to an intimation from the Promoters, the names of the promoters and entities comprising 'Group' as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of Regulation 3(1 )(e) of the SEBI (substantial Acquisition of Shares and Takeovers) Regulations, 1997.

ACKNOWLEDGEMENT

Your Directors convey their sincere thanks to the various agencies of the Central Government, State Governments, Banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the shareholders and investors have placed in the Company. Your Directors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.

For and on behalf of the Board

Noida N.K. BAJAJ

July 16,2011 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 69th Annual Report on the business and operations of the Company together with Audited Statement of Accounts of your Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

The summarized financial results of the Company for the year 2009-10 are given hereunder:

(Rs. in lacs)

2009-10 2008-09

Sales & other income 3,855.38 3,583.75

Operating Profit (EBIDTA) 522.85 624.01

Interest 107.37 88.66

Gross Profit (PBD) 415.48 535.35

Depreciation 119.78 123.06

Profit before tax (PBT) 295.70 412.29 Provision for

- Current Tax (including wealth tax) 34.90 35.78

- FBT - 8.69

- Deferred Tax 1.61 6.40

Net Profit 259.19 361.42

Adjustments relating to previous years

- Tax adjustment - 83.48

- Depreciation written back (0.37) (0.01)

Net profit after previous years adjustments 259.56 277.95 Balance brought forward from previous year 995.62 1,192.86

Profit available for appropriation 1,255.18 1,470.81

Appropriations -

Proposed dividend on equity shares 64.27 64.27

Tax on dividend 10.67 10.92

Transfer to General Reserve 200.00 400.00

Balance carried to Balance Sheet 980.24 995.62

DIVIDEND

Your Directors are pleased to recommend dividend @ Rs. 2.00 per share (i.e.20%) on the Equity Shares of Rs.10/- each for the year ended 31st March, 2010, same as in the previous year.

OPERATIONS

During the year under review, the sales and other income of your Company increased to Rs. 3,855.38 lacs from Rs. 3,583.75 lacs in the previous year, recording a growth of over 7%. The operating profit (EBIDTA), however, decreased by 16.21% from Rs. 624.01 lacs to Rs 522.85 lacs. The net profit after tax for the current year (after prior period adjustments) is Rs. 259.56 lacs as against Rs.277.95 lacs in the previous year. The main reasons for the low profitability is real estate segment where there were no operations during the year;

The production of dairy milk & milk products during the year was 8,567 KL as against 7,606 KL in the previous year representing a growth of 12.63%. Fresh Cream and Ice-Cream Mix launched last year posted good growth. The increase in raw material prices and other inputs costs led to frequent price revisions which, consequently, impacted growth. The profitability of the Dairy Division was impacted as increase in the inputs prices was very sharp and the gap could not be fully bridged by increase in product prices. The Dairy Division is laying special thrust on organized retail and institutional clients, like McDonalds, Mother Dairy, Coffee Chains etc. to achieve growth. Significant growth is also expected in new products, i.e. ice-cream mix and fresh cream, launched last year by opening upcountry markets.

. The turnover in the real estate sector is negligible as the sale of Gagan Enclave Extension project could not be taken up due to non-receipt of regulatory approvals. The implementation of this project will be taken-up in the current year which will give boost to the profitability of this Division.

. In the services segment, there was improvement in the operating profit due to higher other income on account of increased royalty from corporate logo. Corporate Governance & compliance mechanism in the group companies is being strengthened and re-oriented in line with the present day business requirements.

The Management Discussion & Analysis Report on these businesses for the year ended 31st March, 2010 also appears as a separate statement in the Annual Report.

JOINT-VENTURE

There has been no progress in the housing project at Dehradun being implemented by the joint venture company, M/s Amrit Digvijay Infra-Tech Pvt.Ltd., as

the remaining portion of the land could not be acquired. Efforts are being made to sell the land already acquired and apply the proceeds in another project.

ASSOCIATE COMPANIES

(i) Amrit Banaspati Co. Ltd. (ABCL)

During the year, Amrit Banaspati posted gross turnover of Rs. 80,778.62 lacs and EBIDTA of Rs. 1,994.20 lacs as against Rs. 80,806.64 lacs and Rs. 1,294.38 lacs during the previous year. ABCL is focusing on expansion of its product portfolio by offering innovative value added branded products thereby scaling-up the operations and economizing on costs with a view to improve margins.

(ii) ABC Paper Ltd. (APL)

The gross turnover during the year under review was Rs. 22,048.61 lacs and EBIDTA of Rs.3,851.93 lacs as against Rs. 20,917.92 lacs and Rs. 3,935.10 lacs respectively in the previous year. ABC Paper has completed Mill Expansion Plan and the increase in volumes is the direct result of this initiative. Your Company is divesting its investment in APL and will apply the proceeds for expansion of the existing operations of the company.

FIXED DEPOSITS

As on 31st March, 2010, your Company had Fixed Deposits of Rs. 623.91 lacs (including interest accrued and due). There were no overdue deposits as on 31st March, 2010 nor there was any failure in making repayment of the fixed deposits on maturity and interest due thereon in terms of the conditions of your Companys Fixed Deposits Scheme.

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

The information relating to conservation of energy, technology absorption and foreign exchange earning & outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure which forms part of this Report.

PERSONNEL

Cordial employee relations were maintained throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.

The particulars of employees as per Section 217(2A) of the Companies Act, 1956 are set out in the Annexure which forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the report and accounts are being sent to all the members of the Company excluding the aforesaid information. This statement shall be made available for inspection by any member during working hours for a period of 21 days before the date of the Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company and will be provided with a copy of the same.

DIRECTORS

Shri J.K.Khaitan and Shri Pavan Khaitan resigned as Directors w.e.f. July 16, 2010 consequent to restructuring of shareholding amongst the promoters of the Company. The Board placed on record its appreciation for the valuable services rendered by Shri J.K. Khaitan and Shri Pavan Khaitan during their tenure as Directors of the Company.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri GN.Mehra, Shri Romesh Lai and Shri A.K.Bajaj retire by rotation and are eligible for re-appointment.

AUDITORS

M/s V.Sahai Tripathi & Co., Chartered Accountants, Statutory Auditors, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 or loss of the company for that period;

(iii) that proper and sufficient care has been taken 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;

(iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the listing agreement with stock exchanges is annexed and forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors convey their sincere thanks to the various agencies of the Central Government, State Governments, Banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the shareholders and investors have placed in the Company. Your Directors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.

For and on behalf of the Board

Noida N.K. BAJAJ

July 24, 2010 Chairman & Managing Director

 
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