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Directors Report of Divya Jyoti Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 23rd Annual Report and the company's audited accounts for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The Company,s financial perfarmance for the year ended on 31st March, 2015 is summarized below:

(Amt.in Rs,)

Particular 2014-15 2013-14

Revenue from Operations 19277.61 38,161.96

Earnings Before Interest & Depreciation & Tax (EBIDTA) 663.09 791.36

Less: Financial Costs 414.22 409.45

Profit Before Depreciation 248.88 381.91

Less: Depreciation And Amortization Expenses 133.24 156.24

Profit Before Tax (PBT) 115.63 225.67

Less:

(a) Current Tax 27.63 67.24

(b) Deferred Tax -13.06 8.67

Profit After Tax (PAT) 101.07 149.76

Add: Profit Brought Forward 895.83 746.07

Add: Transferred during the year -71.56 -

Profit Available for Appropriation 925.34 895.83

BUSINESS PERFORMANCE

During the year under review, your Company has recorded total revenue of Rs,192.91 crores. The consolidated revenue from operations of the Company for the year ended 31st March, 2015 was down due to sharp increase in all overhead expenses and in the cost of raw material and in turn the cost of finished goods remained almost the same resulting into fall in the operating profit.

2014 the extract of the annual return is annexed as Form No. MGT-9 with this report.

Governance of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 134 (5) of the Companies Act, 2013, the Directors confirm that:-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) They have, in the selection of the accounting policies, consulted the statutory auditors and have 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 of the Company for that period.

(iii) They have taken proper and sufficient care, to the best of their knowledge and ability, 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) They have prepared the annual accounts on a going concern basis.

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil Mechanism named Vigil Mechanism/ Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

FAMILIARISATION PROGRAMME

The company has a Familiarization Programme which deals with familiarizing the independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various programmes.

The we blink to visit the policy on the company's website is http://www.divyajyoti.net/Policies.html

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints pertaining to sexual harassment were received during FY 2014-2015.

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Mr. Shriniwas Soni (Chairman), Mr. Gopal Nyati and Mr. Sudarshan Shastri as other members. All the recommendations made by the Audit Committee were accepted by the Board.

AUDITORS AND AUDITORS' REPORT

M/s Dafria & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

The Notes on the Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided.

DIVIDEND

The Company intends to retain internal accruals to maintain the liquidity and for funding growth to generate a good return for shareholders. The Board of Directors has decided not to declare dividend for the year ended 2015.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation , Technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and forming part of the Director's Report.

I. CONSERVATION OF ENERGY

The Company has been laying emphasis on the conservation of energy and taking several measures like effective control on utilization of energy and regular monitoring of its consumption etc. The adoption of these measures to conserve energy has resulted in saving of the same.

II. TECHNOLOGY ABSORPTION

(A) Research & Development

1. The Company is not carrying any R&D in special area but is continuously engaged in improvement of Plant and Machinery to conserve energy for better working results.

2. Benefits derived as a result of the above R&D: N.A.

3. Future Plan of Action : At the moment , the company has no special areas to carry R&D.

4. Expenditure on R&D.: N.A.

(B) Technology Absorption, Adaption and Innovation

1. The technology is innovated on the basis of experience gained in the working of the plant.

2. However, it is not possible to evaluate the exact cost reduction and production improvement.

3. We do not have any improved technology and hence, the details required to be given for imported technology is not applicable.

1. Earnings

The Company has directly exported Lecithin for FOB value $ 3,38,737.00 amounting Rs, 2,08,40,268.00 and Soya Fatty Acid for $ 50,155.00 amounting to Rs, 30,49,513.00 during the year.

2. Out Go

Value of CIF Imports Nil

Expenditure in Foreign Currency Nil

IV. ENVIRONMENT PROTECTION

The Company has implemented for disposal of effluents an E.T.P. system at its Solvent Extraction & Refinery Plant.

PUBLIC DEPOSITS

The Company has not invited/accepted public deposit within the meaning of section 73 of the Companies Act, 2013 and rules made there under, during the year under review.

DIVYAJYOTI DIRECTORS

In accordance with provisions of the Companies Act, 2013 and Article of Association of the Company, Mr.Girdhari Lal Nyati Director of the Company, retires by rotation and being eligible offer himself for re-appointment & the Declaration has been received from him certifying that he meets with criteria of Director as prescribed.

Also, during the period under review, Mrs. Babita Nyati was appointed as Non- Executive Director (Woman Director) of the company. Mr. Vitihal Das Rathi and Mr. Johnney Paul were appointed as Independent Directors of the company.

All the Independent Directors qualify all the requirements of sub-section (6) of section 149 of the Companies Act, 2013 and Listing Agreement & shall abide the code of Independent Directors.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India forms part of this 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 the Report on corporate governance.

MANAGEMENT'S DISCUSSION AND ANALYSIS

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

LISTING OF SECURITIES

The Equity Shares of the Company are listed at Bombay Stock Exchange & Madhya Pradesh Stock Exchange Limited, Indore (Since Madhya Pradesh Stock Exchange Limited have closed their activities hence Annual Listing Fees has not been deposit). The Company had duly paid the listing fees to the Bombay Stock Exchange for the financial year 2015-16.

DEMAT STATUS

The Company's shares are presently held in both electronic and physical modes.

SECRETARIAL AUDITOR

The Board has appointed M/s. M. Maheshwari & Associates., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015-2016. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed here with marked as Form No. MR- 3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Disclosures pertaining to remunerati on and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

COST AUDITORS

M/s. G K Gupta & Co., Cost Accountant were appointed as Cost Auditors for auditing the cost records of your Company for the financial year 2014-15 by the Board of Directors on a consolidated remuneration of Rs. 18,000/- only, the remuneration was recommended by the Audit Committee of the Company. Further, the remuneration proposed to be paid to them for the financial year 2015-16 requires ratification of the shareholders of the Company and in views of the same the proposal for the ratification of appointment and remuneration have been included in the Notice of Annual General Meeting for your approval.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers On behalf of the Board of Directors



By Order of the Board of Directors

Place: Indore

Date: August 5, 2015 Gopal Nyati

Executive Director


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 22nd Annual Report and the Company''s audited accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended on 31st March, 2014 is summarized below:

(Rs. in Lacs) Particular 2013-14 2012-13

Revenue from Operations 38,161.96 39,228.39

Add: Other Income 18.98 44.14

Total Revenue 38,180.93 39,272.53

Earnings Before Interest & Depreciation & Tax (EBIDTA) 791.36 864.23

Less: Financial Costs 409.45 496.89

Profit Before Depreciation 381.91 367.34

Less: Depreciation And Amortisation Expenses 156.24 161.77

Profit Before Tax (PBT) 225.67 205.57

Less:

(a) Current Tax 67.24 47.48

(b) Deferred Tax 8.67 15.81

Profit After Tax (PAT) 149.76 142.28

Add: Profit Brought Forward 746.07 600.31

Add: Transferred during the year - 3.49

Profit Available for Appropriation 895.83 746.07

DIVIDEND

The Company intends to retain internal accruals to maintain the liquidity and for funding growth to generate a good return for shareholders. The Board of Directors has decided not to declare dividend for the year ended 2014.

PUBLIC DEPOSITS

The Company had not accepted any deposit from public during the year ended on 31st March, 2014, pursuant to the provisions of Section 73 of the Companies Act, 2013.

BUSINESS PERFORMANCE

During the year under review, your Company has recorded total revenue of Rs. 381.81 crores.

DIRECTORS

In accordance with provisions of the Companies Act, 2013 and Article of Association of the Company, Mr. Sudarshan Shastri Director of the Company, retires by rotation and being eligible offer himself for re-appointment & the Declaration has been received from him certifying that he meets with criteria of Independent Director as prescribed.

AUDITORS AND AUDITORS'' REPORT

M/s Dafria & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing

Annual General Meeting and is eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

The Notes on the Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

The Company has appointed M/s G K Gupta & Co. as a cost auditor for conducting the audit of cost records of the Company for the financial year 2013-14.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India forms part of this 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 the Report on corporate governance.

LISTING OF SECURITIES

The Equity Shares of the Company are listed at Bombay Stock Exchange & Madhya Pradesh Stock Exchange Limited, Indore. The Company had duly paid the listing fees to the aforesaid Stock Exchanges for the financial year 2014-15.

MANAGEMENT''S DISCUSSION AND ANALYSIS

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

PARTICULARS OF EMPLOYEES

There was no employee in the Company who was employed throughout the financial year or for part of the financial year was in receipt of remuneration whose particulars if so employed, are required to be included in the report of Directors in accordance with the provisions of Sections 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same.

2. The Directors have selected such accounting policies 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 March 31,2014 and of the profit of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in the 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; and

4. The Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation , Technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act,1956 raed with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 and forming part of the Director''s Report.

I. CONSERVATION OF ENERGY

The Company has been laying emphasis on the conservation of energy and taking several measures like effective control on utilization of energy and regular monitoring of its consumption etc. The adoption of these measures to conserve energy has resulted in saving of the same.

II. TECHNOLOGY ABSORPTION

(A) Research & Development

1. The Company is not carrying any R&D in special area but is continuously engaged in improvement of Plant and Machinery to conserve energy for better working results.

2. Benefits derived as a result of the above R&D: N.A.

3. Future Plan of Action : At the moment , the company has no special areas to carry R&D.

4. Expenditure on R&D.: N.A.

(B) Technology Absorption, Adaption and Innovation

1. The technology is innovated on the basis of experience gained in the working of the plant.

2. However, it is not possible to evaluate the exact cost reduction and production improvement.

3. We do not have any improved technology and hence, the details required to be given for imported technology is not applicable.

III. FOREIGN EXCHANGE EARNING & OUTGO

The Company has already established an export market for its products and has been taking keen interest for developing new export market for its products and to increase exports.

1. Earnings

The Company has directly exported Lecithin for $ 10,38,793.00 amounting Rs. 6,22,47,289.00 and Soya Fatty Acid for $ 2,24,690.70 amounting to Rs.1,37,25,058.00 during the year.

2. Out Go

Value of CIF Imports Nil

Expenditure in Foreign Currency Nil

IV. ENVIRONMENT PROTECTION

The Company has implemented for disposal of effluents an E.T.P. system at its Solvent Extraction & Refinery Plant.

ACKNOWLEDGEMENT

Your Directors wish to place on record their thanks and gratitude to various Government Authorities for their co-operation and providing different approvals, Bankers of the Company for the financial facilities and support extended, Overseas traders, customers, retailers and other associated with the company as its trading partners for their continued support & trust and the shareholders of the company for their confidence in the company.

The Directors also sincerely appreciate and thank the employees of the Company at all levels for their valuable contribution and dedicated efforts in steering the Company successfully and move forward to climb greater heights.

On behalf of the Board of Directors

Place : Indore Rangnath Nyati Date : May 29, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors of your Company have pleasure in presenting the 21st Annual Report and Audited Accounts of the Company for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

The financial performance of the company for the year ended on 31st March, 2013 is summarized below:

(Rs. In Lacs)

Particulars 2012-13 2011-12

Revenue from Operations 39,228.39 29,438.98

Add: Other Income 44.14 23.68

Total Revenue 39,272.53 29,462.66

Earnings Before Interest, Depreciation & Tax (EBIDTA) 862.83 979.89

Less: Financial Costs 495.49 655.91

Profit Before Depreciation 367.34 323.98

Less: Depreciation And Amortisation Expenses 161.77 158.73

Profit Before Tax (PBT) 205.57 165.25

Less:

(a) Current Tax 51.86 33.40

(b) Deferred Tax 15.81 28.20

(c) MAT Credit Entitlement (4.98) (10.15)

Profit After Tax (PAT) 142.88 113.80

Add:

(a) Profit Brought Forward 600.31 498.47

(b) Transferred / ( Utilized ) during the year 3.49 (11.96)

Profit Available for Appropriation 739.70 600.31

DIVIDEND

The Company intends to retain internal accruals to maintain the liquidity and for funding growth to generate a good return for shareholders. The Board of Directors has decided not to declare dividend for the year ended 2013.

PUBLIC DEPOSITS

The Company had not accepted any deposit from public during the year ended on 31st March, 2013, pursuant to the provisions of Section 58A of the Companies Act, 1956.

BUSINESS PERFORMANCE

During the year under review, total revenue of your Company has increased to Rs.392.73 crores from Rs.294.63 crores in the previous year, recording the growth of over 33.30%.

DIRECTORS

In accordance with provisions of the Companies Act, 1956 and Article of Association of the Company, Shri Shriniwas Soni Director of the Company, retire by rotation and being eligible offer himself for re-appointment.

AUDITORS AND THEIR REPORT

The Notes on the Financial Statements referred to in the Auditors Report are self-explanatory and, therefore do not call for any further comments. M/s Dafria & Co., Chartered Accountants, Statutory Auditors of the Company, retires at the conclusion of ensuing Annual General Meeting and has expressed their willingness to continue in the office, if re-appointed. Members are requested to re-appoint them and authorize the Board to fix their remuneration and out of the pocket expenses.

COST AUDITORS

The Central Government has approved the appointment of M/s G K Gupta & Co. as a cost auditor of the Company for conducting the Cost Audit for the financial year 2013-14.

REPORT ON CORPORATE GOVERNANCE

A detailed report on the procedures adopted by the Company on the Corporate Governance along with the certificate of Auditors of your Company regarding compliance of the conditions of Corporate Governance in term of clause 49 of the listing agreement with Stock Exchanges is enclosed and form part of this Annual Report.

LISTING OF SECURITIES

The Equity Shares of the Company are listed at Bombay Stock Exchange, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai & Madhya Pradesh Stock Exchange Limited, Indore. The Company had duly paid the listing fees to the aforesaid Stock Exchanges for the financial year 2013-14.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement is annexed and forming part of the Directors Report.

PARTICULARS OF EMPLOYEES

There was no employee in the Company who was employed throughout the financial year or for part of the financial year was in receipt of remuneration whose particulars if so employed, are required to be included in the report of Directors in accordance with the provisions of Sections 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the companies Act, 1956 the Directors confirm that

1 In the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

2. They have, in the selection of the accounting policies, consulted the statutory auditors and have 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 end of the financial year and of the profit of the company for that period.

3. Proper and sufficient care has been taken to the best of their knowledge and ability for the maintenance of adequate accounting records in the accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per sections 217 (1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, and forming part of the Director''s Report.

I. CONSERVATION OF ENERGY

The Company has been laying emphasis on the conservation of energy and taking several measures like effective control on utilization of energy and regular monitoring of its consumption etc. The adoption of these measures to conserve energy has resulted in saving of the same.

II. TECHNOLOGY ABSORPTION

(A) Research & Development

1. The Company is not carrying any R&D in special area but is continuously engaged in improvement of Plant and Machinery to conserve energy for better working results.

2. Benefits derived as a result of the above R&D: N.A.

3. Future Plan of Action : At the moment , the company has no special areas to carry R&D.

4. Expenditure on R&D.: N.A.

(B) Technology Absorption, Adaption and Innovation

1. The technology is innovated on the basis of experience gained in the working of the plant.

2. However, it is not possible to evaluate the exact cost reduction and production improvement.

3. We do not have any improved technology and hence, the details required to be given for imported technology is not applicable.

III.FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has already established an export market for its products and has been taking keen interest for developing n e w export market for its products and to increase exports.

1. Earnings

The Company has directly exported Lecithin for $ 1,833,598.00 amounting Rs. 9,86,35,105.00 and Soya Fatty Acid for $ 272,445.00 amounting to Rs. 1,46,72,779.00 during the year.

2. Out Go

Value of CIF Imports Nil

Expenditure in Foreign Currency Nil

IV. ENVIRONMENT PROTECTION

The Company has implemented for disposal of effluents an E.T.P. system at its Solvent Extraction & Refinery Plant.

ACKNOWLEDGEMENT

Your Directors wish to place on record their thanks and gratitude to various Government Authorities for their co-operation and providing different approvals, Bankers of the Company for the financial facilities and support extended, Overseas traders, customers, retailers and other associated with the company as its trading partners for their continued support & trust and the shareholders of the company for their confidence in the company.

The Directors also sincerely appreciate and thank the employees of the Company at all levels for their valuable contribution and dedicated efforts in steering the Company successfully to break the previous records of excellent performance and move forward to climb greater heights.

Place: Indore By Order of the Board,

Date : 30th May, 2013 Rangnath Nyati

Chairman


Mar 31, 2010

The Directors have pleasure in presenting before the Shareholders the 18th Annual Report on the working of the Company together with Audited Accounts of the Company for the year ended 31st March, 2010.

Financial Performance

The Financial Results of the Company for the year under review are summarized as under:

Particulars Amount in Rupee

31.03.2010 31.03.2009

Sales & Other Income 1,59,28,89,757 2,80,38,43,014

Net Profit Before Interest & Depreciation 3,75,76,452 2,27,82,272

Less: Interest 2,05,68,209 1,32,49,164

& Depreciation 86,07,205 82,84,321

Profit Before Tax 84,01,038 12,48,787 Less - Provisions for Taxation

Current Tax 20,56,613 1,16,351

Deferred Tax 1,27,701 4,06,878

Fringe Benefit Tax - 1,90,172

Net Profit after Tax 62,16,724 5,35,386

Less : Income Tax of earlier year 2,84,666 2,74,239

59,32,058 2,61,147

Balance brought forward of previous year 3,73,25,335 3,70,64,188

Balance carried to Balance Sheet 4,32,57,393 3,73,25,335



Dividend

The Company intends to retain internal accruals for funding growth to generate a good return for shareholders for today and for tomorrow. Thus the Board of directors do not propose dividend for the year ended 2009-10.

Public Deposits

The Company has not invited/ accepted public deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under, during the year under review.

Business Performance

The Business performance of the Company during the year under review was satisfactory and the company had much higher profits as compared to the previous year though the turnover was low due to lower utilization of crushing capacity owing to high raw material prices and lower crushing margins for most part of the year. Timely procurement of raw materials at low prices and better marketing strategies, however, resulted into substantial increase in profits of the company during the year.

Future Outlook

With overall economic environment showing encouraging signs of improvement & looking to the favorable monsoon and other climatic conditions, good soybean crops are expected in the ensuing seasons & Directors are hopeful to give better results in the current year.

Forward Integration Project

The company has started implementation of 100 TPD Edible Oil Refinery with packing plant, lecithin, acid oil plant, boiler, DG set and installation of 10,000 MT silo with complete material handling and aspiration system, weigh bridge. The Project is on full swing and the commercial production is expected to commence in October, 2010

Particulars of Employees

There was no employee in the Company who was employed throughout the financial year or for part of the financial year was in receipt of remuneration whose particulars if so employed, are required to be included in the report of Directors in accordance with the provisions of Sections 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Directors

In accordance with provisions of the Companies Act, 1956 and Article of association of the Company, Shri Shriniwas Soni, Director of the company, retires by rotation and being eligible offer him for re-appointment. During the period under review, Shri Sampat Kumar Nyati, Shri Vijay Nyati, Shri Madhusudan Nyati, Shri Rajesh Sodhani has resigned as Directors of the Company.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the companies Act, 1956, yours Directors confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

2. They have, in the selection of the accounting policies, consulted the statutory auditors and have 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 end of the financial year and of the profit of the company for that period.

3. Proper and sufficient care has been taken to the best of their knowledge and ability for the maintenance of adequate accounting records in the accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Auditors

M/s Dafria & Co., Chartered Accountants, Statutory Auditors of the company, retire at the conclusion of ensuring Annual general meeting of the company. They have offered themselves for re-appointment as Statutory Auditors and have confirmed that their appointment, if made would be within the prescribed limits under section 224(1B) of the companies Act, 1956.

Auditors Report

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore needs no further comments.

Corporate Goverance

The company complies with the principles of Corporate Governance as set out in clause 49 of the Listing Agreement continuously and your directors are pleased to attach a report on corporate governance along with the Certificate from the Companys Auditors.

Conservation of Energy Technology Absorption & Foreign Exchange Earnings and Outgo

Information as per sections 217 (1) (e) read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 are given under:



FORM - A CONSERVATION OF ENERGY



(A) Power and fuel consumption:

(B) Electricity:

(a) Purchased units 2496720 KWH

(b)Total amount in Rs 12305328

(c) Rate / unit Rs. 4.93

(C) Own generations (Through D.G. Set) 115305 KWH

(D) Coal 5056.437 MT

(E) Diesel 23061 LTR



FORM - B RESEARCH & DEVELOPMENT



1. The Company is not carrying any R&D in special area but is continuously engaged in improvement of Plant and Machinery to conserve energy for better working results.

2. Benefits derived as a result of the above R&D : N.A

3. Future Plan of Action : At the moment , the company has no special areas to carry R&D

4. Expenditure on R&D.: N.A

Technology Absorption, Adaption and Innovation:

1. The technology is innovated on the basis of experience gained in the working of the plant.

2. However, it is not possible to evaluate the exact cost reduction and production improvement.

3. We do not have any improved technology and hence, the details required to be given for imported technology is not applicable.



FORM - C FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Earnings: -

The Company has directly exported 6023.05 M.T. Soya DOC for $ 28,54,458.98 amounting Rs. 13,03,28,576/-to Vietnam during the year



2. Out Go: - Value of CIF Imports Nil

Expenditure in Foreign Currency Nil

ENVIRONMENT PROTECTION:



The Company has implemented for disposal of effluents an E.T P. system at its Solvent Extraction Plant.

Acknowledgement

The Directors wish to convey their appreciation to all of the companys employees for their enormous personal efforts as well as their collective contributions, which enabled the company to meet challenges set before it and improve its performance during this year. The directors would also like to thank its Shareholders, Customers, Suppliers, Bankers and all the other business associates for the continuous support given by them to the company and their confidence reposed in its management,



By Order of the Board,

Place: INDORE RANGNATH NYATI

Date : July 12, 2010 Chairman



 
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