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Directors Report of Gujarat Ambuja Exports Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The summary of the financial results is given below:

PARTICULARS STANDALONE

2014-15 2013-14

Net Revenue from Operations & Other Income 2540.43 3101.90 (Including Exports- Fob Value) 300.64 606.86

Profit Before Interest, Depreciation And Taxes 173.73 205.03

Less:

1. Finance Costs 15.00 20.65

2. Depreciation & Amortization Expenses 60.97 47.41

3. Provision For Taxation (Incl. Deferred Tax) 15.52 25.31

Net Profit For The Year 4.17 111.66

Add: Balance Of Profit Carried Forward 525.51 437.18

Total Profit Available For Appropriation 609.68 548.84

Appropriated As Under:

a. Interim Dividend 11.62 9.68

b. Dividend Distribution Tax On Interim Dividend 1.97 1.65

c. Transfer To General Reserve Nil 12.00

Total Appropriation 13.59 23.33

Balance Carried To Balance Sheet 596.09 525.51

DIVIDEND

The Board of Directors had declared interim dividend @ 42% p.a. i.e. Rs. 0.84 per Equity Share of Rs. 2/- each for F.Y 2014-15 at its meeting held on 6th September, 2014 and the same had been paid to eligible members and/or beneficial owners. The total cash outflow for dividend during the year was Rs. 13.59 crores (P.Y Rs. 11.33 crores) including dividend distribution tax of Rs. 1.97 crores (P.Y. Rs. 1.65 crores).

In view of conserving resources for future expansion plans of the Company, your Directors do not recommend any further dividend for the financial year 2014-15. The members are requested to approve the interim dividend for F.Y 2014-15 as final dividend.

BUSINESS OPERATIONS/ STATE OF THE COMPANY'S AFFAIRS

A. Operational Performance

The Company recorded operational revenue of Rs. 2531.30 crores as compared to Rs. 3091.81 crores during the previous financial year. The various profit parameters have significant growth during the year. The Company achieved EBIDTA margin of 6.86%in FY 2014-15 against the same at the level of 6.61% in FY 2013-14.

Export Sales for the year 2014-15 was ' 317.62 crores as compared to Rs. 626.11 crores for the year 2013-14 mainly due to surge in the domestic market in respect of Agro processing segment products. The Company achieved Earnings before Interest, Depreciation and Tax (EBIDTA) of Rs. 173.73 crores for the year 2014-15 against that of Rs. 205.03 crores for the year 2013-14.

The Cash Profit before tax, Profit after tax and EPS for the year remained at Rs. 158.73 crores, Rs. 84.17 crores and Rs. 6.08 per share respectively. Highlights of performance are discussed in detail in the Management Discussion and Analysis report attached as Annexure to Directors' Report.

B. Capital Projects for the year 2014-15

The Company has also carried out routine modernization and improvements at all of its other manufacturing Units. The Board of Directors is proud to inform that the Company is ploughing back the retained earnings for the future growth of the Company.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 27.67 crs. During the year under review, the Company has not issued shares with differential voting rights or granted stock options or issued sweat equity.

CORPORATE MATTERS Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements of the Listing Agreement with the Stock Exchanges, where the Company's Equity Shares are listed. A separate report on Corporate Governance, along with a certificate from the Statutory Auditors confirming the compliance is annexed as Annexure-A and forms part of the Directors' Report.

Management Discussion and Analysis

A statement on management discussion and analysis with detailed highlights of performance of different Divisions of the Company is annexed as Annexure-B to this report.

SUBSIDIARY COMPANY

As on March 31,2015, the Company had one overseas wholly owned subsidiary. There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the year under review. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its subsidiary company, which is forming part of the Annual Report. Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company. The statement also provides the details of performance, financial position of the subsidiary of the Company.

The financial statements of the subsidiary company and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company (www.ambuiagroup.com).

FINANCE AND INSURANCE

Working Capital

The working capital requirements of the Company has witnessed major shift in the last Financial Year. This has been on account of change in revenue mix of Agro segment which is now largely through domestic sale. This has resulted in lower utilization of fund based limits particularly export credit in last Financial Year. In the the last Financial Year in fact the Company has surrendered the limits of INR 77 Crore of SBM and reduced the consortium size to 5 banks. In current financial year also, the Company may opt for further realignment of limits and banks. The Company has received one notch higher rating of A with stable outlook for short term working capital facilities from CRISIL as per the applicable regulatory norms.

The Company has also been reassigned rating of A1 from CARE of INR 20 Cr for commercial paper.

Term Loans

In the last financial year, the Company started drawing term loan against sanction of INR 40 cr from HDFC Bank. The modernization project of ring spinning unit is in full swing and the Company is hopeful to draw entire sanctioned amount by July 2015 -August 2015. The project is approved by ministry of textile for interest subsidy of 2% and the process for getting approval of interest subsidy of 7% from Gujarat Government under is also at advance stage. CARE has reassigned the rating ofA as per regulatory norms.

Insurance

All Assets and insurable interests of the Company, including building, plant and machineries, stocks, stores and spares have been adequately insured against various risks and perils.

PUBLIC DEPOSITS

During the period under report, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS

The Company is well supported by the knowledge and experience of its Directors and Executives. Pursuant to provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vijaykumar Gupta, the Chairman & Managing Director of the Company and Mr. Manish Gupta, the Managing Director of the Company are liable to retire by rotation and being eligible, have offered themselves for re-appointment.

The Board of Directors of the Company at its meeting held on 6th September, 2014 has appointed Mr. Rashmikant N. Joshi as an Additional Director on the Board of Directors of the Company. Mr. Rashmikant N. Joshi, who hold office upto the date of this Annual General Meeting and in respect of whom, the Company has received a valid notice in writing from a Member of the Company proposing his candidature as Director of the Company, is recommended for appointment as an Independent Directors for five consecutive years commencing from 15th September, 2014. The Nomination & Remuneration Committee and the Board of Directors at their respective Meetings held on 25th July, 2015 have recommended and approved, subject to approval of the members at the Annual General Meeting, appointment of Mr. Rashmikant N. Joshi as an Independent Director of the Company for a period of five consecutive years commencing from 15th September, 2014. The above businesses are recommended for approval of the Members.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c)of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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 March 31,2015 and of the profit of the Company for the year ended 31st March, 2015;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a 'going concern' basis;

e. the Directors have laid down internal financial controls which are reasonably adequate and operating satisfactorily; and

f. 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.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure-C to this Report and forms part of this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS' REPORT

There were no material changes and commitments between the Balance Sheet date and date of Directors' Report affecting the financial position of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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 in the standalone financial statement (Please refer to Note 12, 13 and 15 to the standalone financial statement).

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, the Company has formulated a Policy on Related Party Transactions which is also available on Company's website at (URL: http://www.ambuiagroup.com/LinkFiles/Policv%20on% 20related%20parties.pdf ). The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure-D to this Report.

AUDITORS AND AUDITORS' REPORT

At 23rd Annual General Meeting of the Company held on 13th September, 2014, the Members of the Company have appointed M/s. Kantilal Patel & Co. (Firm Registration No. 104744W), Chartered Accountants, as Statutory Auditors of the Company from the conclusion of 23rd Annual General Meeting till the conclusion of the 26th Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible under the provisions of the Companies Act, 2013. The Auditors' report does not contain any qualification, reservation or adverse remark and is self- explanatory and thus does not require any further clarifications/comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its all products are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. N. D. Birla & Co., the Cost Accountants, A-3, Nirant Society, Ellisbridge, Ahmedabad (Membership No. 7907) to audit the cost accounts of the Company for the financial year 2014-15 on a remuneration of ' 2 lakhs.

The Members may further note that, the Board of Directors of the Company at its meeting held on 25th July, 2015 have appointed M/s. N. D. Birla & Co., as Cost Auditor for Financial Year 2015-16. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would be not exceeding ' 2,00,000 (Rupees Two lacs only) excluding taxes and out of pocket expenses, if any.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Dr. K. R. Chandratre, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2014-15 to conduct Secretarial Audit and provide Secretarial Audit Report in Form MR-3. The Report of the Secretarial Audit Report is annexed herewith as Annexure-E to this Report. The Secretarial Auditors' report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/comments.

OTHER DISCLOSURE OF INFORMATION AS PER LISTING AGREEMENT ENTERED WITH STOCK EXCHANGES

Listing

At present, Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid annual Listing fees for the financial year 2015-2016 to respective Stock Exchanges.

Dematerialisation

The Equity Shares of the Company are under compulsory demat from 24th July, 2000. The Company has already entered into agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) and ISIN No. INE036B01022 has been allotted to the Company for sub-divided Equity Shares of ' 2/- each.

Familiarisation programmes for Independent Directors

The Independent Directors are provided with necessary documents, reports to enable them to familiarise with the Company's procedures and practices. The Independent Directors are provided visit to various Company's Plants, to enable them to have full understanding of manufacturing

Operations & Processes of various Plants of the Company and the Industry in which it operates. Periodic presentations are made at the Board Meetings, on business and performance updates of the Company, business strategy and risks involved. Details of the familiarization programme of the independent directors are available on the website of the Company (URL: http://www.ambuiagroup.com/LinkFiles/Familiarization% 20programme% 20details.pdf ).

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism/Whistle Blower Policy, which was approved by the Board of Directors of the Company at its meetings held on 26th July, 2014. The said policy provides a formal mechanism for all employees of the Company to approach Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud and violation of the Company's Code of Conduct and Business Ethics. Under the Policy, each employee of the Company has an assured access to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

With core business interest of the Company in agro-processing and its exports, the Company plays an important role in strengthening the fabric of Society by generating employment and business opportunities. The Company is committed to continuously improving its social responsibilities as a good corporate citizen, to make positive impact on the Society. The Company has framed a policy for corporate social responsibility laying down the guidelines for sustainable development of Society. During the year, the Company has undertaken directly and indirectly various initiatives contributing to the environment including reduced waste generation, improved waste management, implementing environmental plan through power generation, etc. The Company also developed comprehensive plan for carrying out activities focusing on education, health programmes and skill development and supporting various community development projects in locations, where the Company operates.

The Board of Directors at its meeting held on 24th May, 2014 approved the Corporate Social Responsibility Policy of the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee. The initiatives undertaken by the Company during the financial year 2014-15 in CSR have been detailed in this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure-F to this Report

MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

AUDIT COMMITTEE

The Committee consists of members viz. Mr. Sudhin B. Choksey (Chairman), Mr. Rohit J. Patel and Mr. Ashok C. Gandhi, the Directors of the Company. As per section 177(8) of the Companies Act, 2013, the Board has accepted all the recommendations of the Audit Committee during the Financial Year 2014-15.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. As per the requirements of Clause 49 of the Listing Agreement, the Company has voluntarily constituted a Risk Management Committee to oversee the risk management efforts in the Company under the Chairmanship of Shri Manish Gupta, Managing Director and other Members being Mr. Mohit Gupta, Joint Managing Director, Mr. Sandeep Agrawal, Whole Time Director, Mr. N. Giridhar, Chief Financial Officer and Mr. Manan Bhavsar, Company Secretary. The Committee reports to the Board of Directors of the Company. At Plant level, Internal Committees have been formed, headed by Plant heads of respective Plants and functional departmental heads. Such Committees report to the Risk Management Committee from time to time. During the financial year 2014-15, the Board of Directors have approved the risk management policy for the Company as proposed by the Management and recommended by the Risk Management Committee. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors at its meeting held on 26th July, 2014 formulated the Nomination and Remuneration Policy of the Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have set out in Annexure-G to this Report.

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure-H to this Report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee at its Meeting held on 31st March, 2015 laid down the criteria for performance evaluation of Executive and Non-Executive Director of the Company as per clause 49 of the Listing Agreement and section 178 of the Companies Act, 2013. The Criteria was set based on Profiles, experience, contribution dedication, regularity, aptitude, preparedness & participation, team work and contribution of each Director to the growth of the Company.

The Company has devised the Board's performance evaluation Policy document along with performance evaluation criteria/form for Independent and Non-independent Directors of the Company and Criteria for evaluation of Board's/Committee's performance along with remarks and suggestions. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Separate Meeting of Independent Directors was held on 31st March, 2015 and it has reviewed the performance of Non-Independent Directors & the Board as a whole and also reviewed the performance of Chairman of the Company. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

INTERNAL COMPLAINTS COMMITTEE

The Board of Directors of the Company at its meeting held on 25th January, 2014, has approved a policy for prevention of Sexual Harassment of Women as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013. As per the provisions of the said Act, the Company has constituted Committees in the name of "Internal Complaints Committee" for the Registered Office & Units of the Company. During the Financial Year 2014-15, there were no cases filed under the said Act.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-I to this Report.

CODEOFCONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.ambujagroup.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

INTERNAL FINANCIAL CONTROLS AND LEGAL COMPLIANCE REVIEW

The Company has in place adequate internal financial controls with reference to financial statements. During the year, the Company appointed M/s. PAM & Associates, the Chartered Accountants for review of Internal Financial Controls in the Company. Such controls were tested and no reportable material weakness in the design or operation were observed.

The Company has devised systems to ensure compliance with the provisions of all applicable laws to the Company. During the year, the Company appointed M/s. Krishnamurthy & Co., the Legal Firm for review of adequacy of legal compliance systems in the Company as required under the Companies Act, 2013. Compliance with all laws applicable to the Company were checked by the Firm and no non-compliance with laws applicable to the Company were reported to the Company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Industrial Relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of Employees towards the Company. Your Directors wish to place on record the co-operation received from the Staff and Workers at all levels and at all Units.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing Shareholders Value. All the Company's Operations are guided and aligned towards maximizing Shareholders Value.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Departments of Central Government & State Government, Other Government Departments, Members, Esteemed Customers and Suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Vijay Kumar Gupta Date : 25th July, 2015 Chairman & Managing Director (DIN 00028173)


Mar 31, 2014

Dear Members,

Your Directors have pleasure in presenting the 23' Annual Report of the Company together with the Audited Statements of Accounts for the

year ended 31 * March, 2014

FINANCIAL HIGHLIGHTS

The summary of Ihe financial results la given below:

(Rs.in Crores)

PARTICULARS STANDALONE

2013-14 2012-13

Net Turnover & Other Income (Including Exports-Fob Maiual 000.66 779.13

Profit Before Interest, Depredation And Taxes 205.03 204.02

Less:

1. Finance Costs 20.05 21.70

2. Depreciation ^Amortization Expenses 47.41 36.60

3 Provision For Taxation fInd. Deferred Tax) 25.31 32.29

Net Prolft For The Year 111,66 113.35

Add: Balance Of Profit earned Forward 437.15 348.67

Total ProlUAvallsble For Appropriation 545.84 462.02

Appropriated As Under:

a. Interim Dividend 9.68 11.06

b. Dividend Distribution Tax On interim Dividend 1.65 1.78

c. Transfer To General Reserve 12.00 12.00

Total Appropriation 23.33 24.84

Balance Carried To Ba lance Sheet 525.51 437.18

DIVIDEND

The Board of Directors had dedared Interim dividend @ 35% p.a. i.e. Rs 0.70 per Equity Share of 72/- each forF.Y, 2013-14 at its meeting held on 26th October, 2013 and the same had been paid to el-51 bio members and or beneficial owners. The total cash outflow ford dividend during the year was 711,33crores (P.Y. 7 12.64 crores) including dividend distribution tax of 71.65 crores [P.Y, 71.76 crones), in view of conserving resourices tor future expansion plans of the Company, your Directors do not recommend any further dividend for (he financial year 2013-14. The members are requested to approve the Interim dividend for F.Y. 2013-14 as final dividend.

TRANSFER TO RESERVES

The Company proposes to transfer 712 crores to the General Reserve out of the total amount available for appropriations and an amount of 7 525.51 crores is proposed to be carried forward to Balance Sheet.

BUSINESSOPERATIONSf STATE Of THE COMPANY'S AFFAIRS

A, Operation Performance

The Company recorded operational revenue of 7 3091.81 crores as compered to Rs 3004.62 crores during the previous financial year. The various profit parameters have significant growth during the year. The Company achieved EBIDTA margin of 6.61 % In FY 2013-14 against the same at the level of 6.77% in FY2012-13.

Export Sales for the year 2013-14 was 7 626.11 crores as compared to 7 766.04 crores for Ihe year 2012-13 mainly due to surge in Ihe domestic market In respect of Agno processing segment products. The Company achieved Earning before Interest, Depreciation and Tax (EBIDTA) of7 205 03 crores for the year 2013-14 against (hat of Rs 204.02 crones for Ihe year 2012-13

The Cash Profit before Tax, Profit aftertax and EPS for the year remained al 7184.38 crores, 7111.66 crores and 7 6 07 per share respectively. Highlights of performance are discussed in detail In the Management Discussion and Analysis report attached as Annexure to Directors* Report.

B, Capital Projects for the year 2013-14

The Company has successfully commissioned 100 TPD Edibla Oil Refinery at Pfthampurln December, 2013. The Company has also carried oul routine modernization and Improvements al all of its drier manufacturing Units. The Board of Directors Is proud to inform that Ihe Company Is ploughing back the retained earnings for the future growth of the Company.

CORPORATE MATTERS

Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements of the Listing Agreement with the Stock Exchanges, where the Company's Equity Shares are listed. A separate report on Corporate Governance, along with a certificate from the Statutory Auditors confirming the compliance Is annexed as Annexure-A and forms part of the Directors' Report.

Management Discuss tor and Analysis

A statement on management discussion and analysis with detailed highlights Of performance of different Divisions Of the Company is a nnexed as Annexure -B to this report.

SUBSIDIARY COMPANY AND CON SOLIDATE ACC0UNTS

The Ministry of Corporate Affaire, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21 si February 2011 respectively read with General Circular No. 06/2014 dated 4th April 2014 has g ra nted a general exemption from compilance with section 212 of the Companies Act, 1956, subject to ful,filment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included In the Consolidated Financial Statements. As per said circular, the Company has presented In this annual report, the consolidated financial statements of holding company and the subsidiary company duly audited by its statutory auditors, which is forming pari of the Report. The consolidated financial statement Is prepared in compliance with applicable Accounting Standards and the Listing Agreement entered into with the Stock Exchanges. A Statement of Financial Information on Subsidiary detailing (a) capital (b) reserves (c) total assets total liabilities (e) details of invaslment (except in case of investment in Ihe subsidiaries) (f) turnover (g) profit before taxation (h) provision tor taxation (I} profit after taxation (jj proposed dividend is also forming part of the Report

FINANCE AND INSURANCE

Working Capital

The Company has adequate working capital facilities from the consortium of Banks, During the year the company has restructured Ihe consortium of banks and Inducted Stale Bank of India from February, 2013. The company has Ihe rating for short term working capital fadNties from CRISIL as per the applicable regulatory norms.

The company has also been assigned rating of A1 from CARE of INR 20 Cr for commercial paper.

Term Loans

During ihe year under review, the Company has not availed term loan from any Banks/Finandal Institutions. The company has received sanction of term loan of IN R 40 cr from HDFC Bank, The sanction is for modernization project of ring spinning unit with an Investment of INK 60 cr. The project would be implemented In s phased mannerlnspanof around 2 years. The p nojact is eligible for interest subsidy of 2% tram Ministry of Textile Government of India under TUF scheme. It is also eligible for additional interest subsidy of 7% from Gujarat Government under its new textile policy announced In 2012. The drawl oi toe loan would be or ap prove! of su bsidy and for initial I nvestment toe company plans to fund it from its contribution in Ihe project. The Joan is also rated by the CARE as per regulatory norms.

insurance

All Assets and insurable interests of the Company, including building, plant and machineries, stocks, stores and spares have been adequately Insured against various risks and perils.

PUBLIC DEPOSITS

During the period under report, the Compa ny h as not accepted nor renewed any deposit by in vitstton to the public at large,

DIRECTORS

Your Directors express toeir profound grief and sorrow on the sad demise of Mr, C, M. Maniar, toe Independenl Director on 29th June, 2014 and pay tribute to him for his significant contribution towards the growth of your Company during his tenure as its Independent Director.

The Company Is well supported by Ihe knowledge and experience of Its Directors and Executives. Pursuant to provisions of the Companies Act. 2013 and Articles or Association of the Company. Mrs. Su loch ana V Gupta, the Director of the Company Is liable to retire by rotation and being eligible, have offered herself for re-appointment, Mr. Prakash G. Remrakhlani and Mr, Ash ok C. Gandhi, the Directors of the Company are being appointed as Independent Director for a term upto 31st March, 2016- Mr. Rohil J. Patel and Mr. Sudhln B. Choksey, toe Directors of the Company, arebaing appointed as Independent Directors for five consecutive years fora term upto 31 st March, 2019 as pier provisions of Section 149 and other applicable provisions of the Companies Act 2013.

The Nomination A Remuneration Committee and the Board of Directors at their respective Meetings held on 26th July, 2314 have recommended and approved, subject to approval of the members at the Annual General Meeting, re-appointment of Mr, Sandeep N-Agrawat as Whole Tima Dinectorof Ihe company tor further period from 1 st August, 2014 to 31 at July. 2019.

The above businesses are recommended for approval of the Members.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

(1) that In the preparation of the annual accounts tor the financial year ended 31st March, 2014, the applicable accounting standards have been followed and them are no material departures from the same;

(2) that 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 slate of affairs of the Company at the end of the financial year and of the profit and loss account of the Company for the year under review:

(3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for pro vonting and detecting fraud and olher Irregularities;

(4) that the Directors have prepared the annual accounts of the Company for the financial year ended 31 st March, 2014 on a 'going concern'basis.

CONSERVATION OF EN EASY, TECH NOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding above particulars as required under the provisions of Section The rntofmalion regarding above particulars as required under Ihe provisions of Section 217(1 He) of the Companies Acl, 1956 read with the Companies (Disclosure of Particulars In ihe Report of the Board of Directors) Rules, 1968 is attached as Annexure-C to this re port and forms pari of this report,

MATERIAL CHANGES. IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS1 REPORT

There were no material changes between Ihe Balance Sheet date and dale of Directors" Report affecting the financial position of the Company.

PARTICULARS OF EMPLOYEES AND OTHER STATUTO RYIN FORM ATlON

Details of employees drawing remuneration of not less than 160,00,0001- per annum, where employed lor full year or Rs 5 ,00,000/- per month, wham employed far a part of the year pursuant to provisions of Section 217 (2A) of the Companies Ad 1956 road with the Companies (Particula re of Employees) Rules, 1975 is attached as Annexure-D to this report and forms part of this report.

The Cash flow Statement and other statutory Information as staled above Is also abashed herewith.

AUDITORS AN D AUDITORS'REPORT

M/e. Kantital Patel & Co, (Firm Registration No. 104744W), Chartered Accountants, Ihe present Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. Pursuant to the provisions of section 139 of Ihe Companies Ad, 2013 and the Rules framed (hereunder, it is proposed to appoint M/s. Kanlilal Patel 4 Co. as Statutory Auditors of the Company from the conclusion of forthcoming Annual General Meeting till the condusron of Ihe 26th Annual General Meeting to be held In the year 2017, subject to ratification of iheir appointment at every Annuel General Meeting. They have famished a Certificate to Ihe effect that their proposed re-appolnlment, if made al Ihe ensuing Ann ual General Meeting, wilI be within ih a limits specified under Section 139( 1) of the Companies Act, 2013 and they are not disqualified tor re-appointment within die meaning of Section 141 (3) of the said Act.

The Auditors' restart Is not qualified and is self-explanatory and does not require any farther cladftoations/comments.

COST AUDITOR

As per Order No. 52/26/CAB-2010 dated 06 11.2012 of the Central Government, the Board of Directors of Ihe Company al its meeting held on 25th May. 2013 had appointed M/s. N. D. Birla& Co , Ihe Cost Accountants, A-3, Nirant Society. Einsbridge, Ahmedabad(Membership No, 7907) as Cost Auditor for all products of the Company except Electricity for the financial year 2013-14. Due Date tor filing Cost Audit Reports in XBRL mode for the financial year ended 31st March, 2014 is on or before 180 days from the ctose of financial year ended on 31 si March, 2014,

The due date for filinglhe Cost Audit Reports in XBRL mode for the financial year ended 31 at March, 2013 was 27th September, 2013 and the Cost Audit Reports were filed by the Cosl Auditor on 24th September, 2014.

The Members may further note that, the Board of Directors of the Company at its meeting held on 24th May. 2014 have appointed M/s. N, D. flirta 4 Co,, as Cost Auditor for Financial Year 2014-15.

SECRETAR1ALAUDIT RETORT

As a measure of good corporate governance practice, the Board of Directors of Ihe Company appointed Dr. K.R. Chandratre, Practising Company Secretary, to conduct the Secrelarigt Audit for the F.Y. 2013-14, Secretarial Audit Report is separately attached to this report The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Ad, 1956, the 66 sections of Ihe Companies Act, 2013 notified vide Ministry of Corporate Affairs Gazette Notification No, S-0.2754(E) deted September 12, 2013, the Securities Contracts (Regulation) Acl, 1956, the Depositories Act, 1996. the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Ihe Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, Listing Agreemenls with Ihe Stock Exch anges, applicable provisions underFEMAAclandlhe Memorandum anc Articles of Association of the Company.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Industrial Relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate Ihe efforts and dedication of Employees towards the Company Your Directors wish to place on record the co-operation received from the Staff and Workers at all levels and ait all Unite.

OTHER DISCLOSURE OF INFORMATION AS PER LISTING AGREEMENT ENTERED WITH STOCK EXCHANGES Listing

Al present, Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange cf India Limited, The Company has paid annual Listing fees for the financial year 2314-2015 to respective Slock Exchanges. Equity Shares of ihe Company stands rdelisted from Ahmeda bad Stock Exchange Ltd. w.e ,f. 8th June, 2011.

Dematerialisation

The Equity Shares of the Company am under compulsory demat from 24th Juty, 2000, The Company has already entered Into agreement with Central Depository Services (India) Limited (COSL) and National Securities Depository Limited (NSDL) and IS IN No. INE036BQ1022 has been allotted to Ihe Company far sub-divided Equity Shares of 12/-each,

VIGIL MEGHANISM/WH1STLE BLOWER POLICY,

The Company has adopted Vigil Mechenism/Whistie Blower Policy, which was approved by the Audit Committee and Ihe Board of Directors of the Company at their respective meetings held on 22nd October. 2005, The said policy provides a formal mechanism for all employees of the Company In approach Chairman of (he Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud and violation of the Company's Code of Conduct end Business Ethics, Under the Policy. each employee of the Company has an assured access to the Chairman off the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

With core business interest of the Company in agro-processing and its exports, the Company plays an important role in strengthening the fabric of Society by generating employment and business opportunities. The Company is committed to continuously Improving Its social responsibilities as e good corporate citizen, to make positive impact on the Society, The Company has framed a policy for corporate social responsibility laying down Ihe guidelines for sualah able development of Society. During the year, the Company has undertaken directly and indirectly various initiatives contributing lo the environment including reduced waste generation, improved waste management implementing environmental plan through power generation, etc. The Company also developed comprehensive plan for carrying cut activities focusing on education, health programmes and skill development and supporting various community development projects in localions, where the Company operates,

CORPORATE SOCIAL RES PONS FBIUTY COMM ITTEE

The Board of Director of the Company constituted a Corporate Social Responsibility Committee on January 25,2014, The Committee consists of members viz. Mr, Vijaykumar Gupta, Chairman & Managing Director, Mr. Manish V, Gupta, Managing Director, and Mr. Rohit J Patel, Ihe Independent Director of the Company. The Corporate Social Responsibility Committee shall recommend the amount of expenditure to be incurred and monitor the Corporate Soda! Responsibility Policy of the Company from time to time.

AUDIT COMMITTEE

The Committee consists of members viz. Mr. Sudhln B. Choksey, Mr. Rohil J, Patel and Mr. Ashok C. Gandhi, the Directors of the Com party. As per section 177(A) of the Companies Act. 2013, the Board has accepted all the recommendations of the Audit Committee during the Fina rtdal Year 2013-14,

REMUNERATION POLICY

Payment of remuneration lo the Executive Directors Is In accordance with Ihe service contracts enlened Into with them, the terms and conditions of which am approved by the Nomination & Remuneration Committee, the Board as wail as share herders of the Company. No sitting fee Is paid lo the Executive Directors of Ihe Company for attending thy Boardf Committee meetings The remuneration policy of the Company is aimed at motivating Ihe employees lo excel in their performance. It also recognizes the contribution of the employees and aims to retain talent in the Organization and reward merit. The remuneration paid is commensurate with industry slandards,

TRANSACTIONS WITH RELATED PARTIES

In compliance with the provisions of section 188 of the Companies Act 2013 (Ad), the Company has identified and taken on record a list of 'Related Parties' as defined in sub-section (76) of eection 2 of Ihe Act. The Company presents a detailed slatement of all related party transactions before ihe Audit Committee, specifying the nature, value, and terms and conditions of the transaction. The Audit Committee and the Board of Directors of the Company have considered and approved various contracts and arrangements falling under sub-section (1) of section 1 88 of the Act entered into with the identified Related Parties, which are in the ordinary course nf business of the Company and et arm's length basis and haive further approved a Policy on dealing with related party transactions as per revised clause 49 of the Listing Agreement. Said Policy la also placed on Ihe Website of the Company.

The Company's major related party transactions are generally with its Directors, their relatives and companies!LLP In which Director is memberdirectorpartner. The related party transactions are entered into based on considerations of business exigencies and to facilitate day to day business operations of Ihe Company. Transactions with related parties are conducted in a transparent manner lo further the Company's Interest.

INTERNAL COMPLAINTS COMMITTEE

The Board of Directors of the Company at its mealing held on 25th January, 2014, has appravade policy for prevention of Sexual Harassment of Women as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redr essal) Act, 2013, As per the provisions of the said Ad. the Company has constituted Committees In the name of 'Internal Complaints Committee1 for tee Registered Office & Units of the Company. During the Finantial Year 2013-14, there were no cases filed under the said Act

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received annual statements of declarations by independent Directors that they meet with criteria of Independence as per Section 149(6) of Companies Act. 2013 and clause 49 of the Listing Agreement on Corporate Governance.

ENHANCING SHAREHOLDERS VALUE

The Company accords lop priority for creating and enhancing Shareholders Value. All the Company's Operations are guided and aligned towards maxlmlzl ng Shareholders Value.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors would like lo express thalr appreciation for the assistance and co-operation received from the Banks, Departments of Central Government & State Government Other Government Departments, Members, Esteemed Customers and Suppliers during the year under review. Your Di rectors also wish to place on nocord their deop sense of appreciation for the committed services by the Executives. Staff and Workers orthe Company.

For and on behalf of the Board of Directors Place: Ahmodohad Vijay Kumar Gupta Data : 26th July, 2014 Chaiman & Managing Director (DIN 00028173)


Mar 31, 2013

To , The Members of Gujarat Ambuja Exports Limited

The Directors have pleasure in presenting the 22nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

The summary of the financial results is given below: (Rs. in Crores)

PARTICULARS STANDALONE

2012-13 2011-12

Net Turnover & Other Income 3014.07 2119.60

(Including Exports- Fob Value) 779.13 538.48

Profit Before Interest, Depreciation And Taxes 204.02 111.27

Less:

1. Finance Costs 21.70 20.89

2. Depreciation & Amortization Expenses 36.68 29.86

3. Provision For Taxation (Incl. Deferred Tax) 32.29 10.82

Net Profit For The Year 113.35 49.70

Add: Balance Of Profit Carried Forward 348.67 314.12

Total Profit Available For Appropriation 462.02 363.82

Appropriated As Under:

a. Interim Dividend 11.06 8.30

b. Dividend Distribution Tax On Interim Dividend 1.78 1.35

c. Transfer To General Reserve 12.00 5.50

Total Appropriation 24.84 15.15

Balance Carried To Balance Sheet 437.18 348.67

DIVIDEND

The Board of Directors had declared interim dividend @ 40% p.a. i.e. Rs. 0.80 per Equity Share of Rs. 2/- each for F.Y. 2012-13 at its meeting held on 21st July, 2012 and the same had been paid to eligible members and/or beneficial owners. The total cash outflow for dividend during the year was Rs. 12.84 crores (P.Y. Rs. 9.65 crores) including dividend distribution tax of Rs. 1.78 crores (P.Y. Rs. 1.35 crores).

In view of conserving resources for future expansion plans of the Company, your Directors do not recommend any further dividend for the financial year 2012-13. The members are requested to approve the interim dividend for F.Y. 2012-13 as final dividend.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 12 crores to the General Reserve out of the total amount available for appropriations and an amount of Rs. 437.18 crores is proposed to be carried forward to Balance Sheet.

BUSINESS OPERATIONS

A. Operational Performance

The Company recorded operational revenue of Rs. 3004.62 crores as compared to Rs. 2114.09 crores during the previous financial year registering growth of more than 42 % compared to previous financial year. The revenue from Exports also has more or less similar growth rate at around 40% for the year 2012-13. The various profit parameters have significant growth during the year. The Company achieved EBIDTA margin of 6.77% in FY 2012-13 against the same at the level of 5.25% in FY 2011-12. The growth of 1.50% in EBIDTA margin shows the efficiency in managing the operations of the Company considering the fact of huge uncertainty in the market & economy. The other operational parameters have also registered sizeable growth during the year.

Export sales for the year 2012-13 was Rs. 786.04 crores as compared to Rs. 560.38 crores for the year 2011-12. The Company achieved Earning before Interest, Depreciation and Tax (EBIDTA) of Rs. 204.02 crores for the year 2012-13 against that of Rs. 111.27 crores for the year 2011-12.

The Cash Profit before tax, Profit after tax and EPS for the year remained at Rs. 182.32 crores, Rs. 113.35 crores and Rs. 8.19 per share respectively.

Highlights of performance are discussed in detail in the Management Discussion and Analysis report attached as Annexure to Directors’ Report.

B. Capital Projects for the year 2012-13

The Company has successfully commenced the commercial production of its 750 TPD new maize processing, derivatives and other value added products processing Unit in the Haveri District in the State of Karnataka in the second half of the financial year. Apart from this, the 11 MW Cogeneration Power Plant has also begun its operation at Village Dalpur, Himmatnagar. This project has helped the Cotton Yarn segment to control its power cost significantly. The Company has also carried out routine modernization and improvements at all of its other manufacturing Units. The Board of Directors is proud to inform that the Company is ploughing back the retained earnings for the future growth of the Company.

CORPORATE MATTERS

Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements of the Listing Agreement with the Stock Exchanges, where the Company’s Equity Shares are listed. A separate report on Corporate Governance, along with a certificate from the Statutory Auditors confirming the compliance is annexed as Annexure-A and forms part of the Directors’ Report.

Management Discussion and Analysis

A statement on management discussion and analysis with detailed highlights of performance of different Divisions of the Company is annexed as Annexure-B to this report.

SUBSIDIARY COMPANY AND CONSOLIDATED ACCOUNTS

As per General Circular no. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company at its meeting held on 25th May, 2013 has given consent for not attaching the balance sheet of Gujarat Ambuja International Pte. Ltd., the wholly owned subsidiary company. As per said circular, the Company has presented in this annual report, the consolidated financial statements of holding company and the subsidiary company duly audited by its statutory auditors, which is forming part of the Report. The consolidated financial statement is prepared in compliance with applicable Accounting Standards and the Listing Agreement entered into with the Stock Exchanges. A Statement of Financial Information on Subsidiary detailing (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend is also forming part of the Report.

FINANCE AND INSURANCE

Working Capital

The Company has adequate working capital facilities from the consortium of Banks. The CRISIL has continued with the highest rating for safety as per Basel-II norms.

Term Loans

During the year under review, the Company has not availed term loan from any Banks/Financial Institutions. The Company has prepaid the term loan availed for Cotton Yarn Segment and Wind Mills. As on the date of annual report, the Company does not have any outstanding term debts.

Insurance

All Assets and insurable interests of the Company, including building, plant and machineries, stocks, stores and spares have been adequately insured against various risks and perils.

PUBLIC DEPOSITS

During the period under report, the Company has not accepted nor renewed any deposit by invitation to the public at large.

DIRECTORS

The Company is well supported by the knowledge and experience of its Directors and Executives. Pursuant to provisions of the Companies Act, 1956 and Articles of Association of the Company, Mrs. Sulochana V. Gupta, Mr. Sandeep N. Agrawal and Mr. Ashok C. Gandhi, the Directors of the Company are liable to retire by rotation and being eligible, have offered themselves for re-appointment.

The Remuneration & Selection Committee and the Board of Directors at their respective Meetings held on 31st July, 2013 have recommended and approved, subject to approval of the members at the General Meeting;

a) Re-appointment of Mr. Manish V. Gupta as Managing Director for further period from 28th December, 2013 to 27th December, 2018.

b) Re-appointment of Mr. Mohit V. Gupta as Joint Managing Director for further period from 1st August, 2013 to 31st July, 2018. The above businesses are recommended for approval of the Members.

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:

(1) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures from the same;

(2) that 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 at the end of the financial year and of the profit and loss account of the Company for the year under review;

(3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(4) that the Directors have prepared the annual accounts of the Company for the financial year ended 31st March, 2013 on a ‘going concern’ basis.

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

The information regarding above particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached as Annexure-C to this report and forms part of this report.

PARTICULARS OF EMPLOYEES AND OTHER STATUTORY INFORMATION

Details of employees drawing remuneration of not less than Rs. 60,00,000/- per annum, where employed for full year or Rs. 5,00,000/- per month, where employed for a part of the year pursuant to provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is attached as Annexure-D to this report and forms part of this report.

The Cash flow Statement and other statutory information as stated above is also attached herewith.

AUDITORS AND AUDITORS’ REPORT

M/s. Kantilal Patel & Co., the Chartered Accountants, the present Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. They have furnished a Certificate to the effect that their proposed re-appointment, if made at the ensuing Annual General Meeting, will be within the limits specified under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Auditors’ report is not qualified and is self-explanatory and does not require any further clarifications/comments.

COST AUDITOR

As per Order No. 52/26/CAB-2010 dated 24.01.2012 and Order No. 52/26/CAB-2010 dated 02.05.2011 of the Central Government, the Board of Directors of the Company at its meeting held on 19th May, 2012 had appointed M/s. N. D. Birla & Co., the Cost Accountants, A- 3, Nirant Society, Ellisbridge, Ahmedabad (Membership No. 7907) as Cost Auditor for the Products "Textile" and "Bulk Drugs", respectively for the financial year 2012-13. Further, as per Order No. 52/26/CAB-2010 dated 24.01.2012 of the Central Government, the Board of Directors of the Company at its meeting held on 19th May, 2012 had appointed M/s. Rajendra Patel & Associates, the Cost Accountants, S-101, Sector – 4, Suncity, S. P. Ring Road, Near Bopal, Ahmedabad – 380 058 (Membership No. 29021) as Cost Auditor for the Product "Edible Oil" of the Company for the financial year 2012-13. Due Date for filing Cost Audit Reports in XBRL mode in terms of provisions of Section 233B(4) of the Companies Act, 1956 read with the Cost Audit (Report) Rules, 2011 with the Central Government for the financial year ended 31st March, 2013 is on or before 180 days from the close of financial year ended on 31st March, 2013.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended 31st March, 2012 was 28th February, 2013 and the Cost Audit Reports were filed by the Cost Auditor on 1st January, 2013.

The Members may further note that as per General Circular no. 15 dated 11/04/2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company at its meeting held on 25th May, 2013 have appointed M/s. N. D. Birla & Co., as Cost Auditor as per Cost Audit Order No. 52/26/CAB-2010 dated 06-11-2012 for Financial Year 2013-14.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Industrial Relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of Employees towards the Company. Your Directors wish to place on record the co-operation received from the Staff and Workers at all levels and at all Units.

OTHER DISCLOSURE OF INFORMATION AS PER LISTING AGREEMENT ENTERED WITH STOCK EXCHANGES

Listing

At present, Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid annual Listing fees for the financial year 2013-2014 to respective Stock Exchanges. Equity Shares of the Company stands delisted from Ahmedabad Stock Exchange Ltd. w.e.f. 8th June, 2011.

Dematerialisation

The Equity Shares of the Company are under compulsory demat from 24th July, 2000. The Company has already entered into agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) and ISIN No. INE036B01022 has been allotted to the Company for sub-divided Equity Shares of Rs. 2/- each.

CORPORATE SOCIAL RESPONSIBILITY

With core business interest of the Company in agro-processing and its exports, the Company plays an important role in strengthening the fabric of Society by generating employment and business opportunities. The Company is committed to continuously improving its social responsibilities as a good corporate citizen, to make positive impact on the Society. The Company has framed a policy for corporate social responsibility laying down the guidelines for sustainable development of Society. During the year, the Company has undertaken directly and indirectly various initiatives contributing to the environment including reduced waste generation, improved waste management, implementing environmental plan through power generation, etc. The Company also developed comprehensive plan for carrying out activities focusing on education, health programmes and skill development and supporting various community development projects in locations, where the Company operates.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing Shareholders Value. All the Company’s Operations are guided and aligned towards maximizing Shareholders Value.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Departments of Central Government & State Government, Other Government Departments, Members, Esteemed Customers and Suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad

Date : 31st July, 2013 Vijay Kumar Gupta

Chairman and Managing Director


Mar 31, 2012

To, The Members of Gujarat Ambuja Exports Limited

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

FINANCIAL HIGHLIGHTS

The summary of the financial results is given below:

(Rs. in Crores)

STANDALONE

PARTICULARS 2011-12 2010-11

Net Turnover & Other Income 2119.60 1957.75

(Including Exports- Fob Value) 538.48 547.24

Profit Before Interest, Depreciation And Taxes 111.27 156.72

Less:

1. Interest & Finance Charges 20.89 12.55

2. Depreciation 29.86 29.23

3. Provision For Taxation (Incl. Deferred Tax) 10.82 25.03

Add : Prior Period Items 0 4.19

Net Profit For The Year 49.70 94.10

Add: Balance Of Profit Carried Forward 314.12 239.70

Total Profit Available For Appropriation 363.82 333.80

Appropriated As Under:

a. Interim Dividend 8.30 8.30

b. Dividend Distribution Tax On Interim Dividend 1.35 1.38

c. Transfer To General Reserve 5.50 10.00

Total Appropriation 15.15 19.68

Balance Carried To Balance Sheet 348.67 314.12

DIVIDEND

The Board of Directors had declared interim dividend @ 30% p.a. i.e. Rs. 0.60 per Equity Share of Rs. 2/- each for F.Y. 2011-12 at its meeting held on 6th February, 2012 and the same had been paid to eligible members and/or beneficial owners. The total cash outflow for dividend during the year was Rs. 964.78 lacs (P.Y. Rs. 967.98 lacs) including dividend distribution tax of Rs. 134.66 lacs (P.Y. Rs. 137.87 lacs).

In view of conserving resources for future expansion plans of the Company, your Directors do not recommend any further dividend for the financial year 2011-12. The members are requested to approve the interim dividend for F.Y. 2011-12 as final dividend.

The Board of Directors at its meeting held on 21st July, 2012 has declared interim dividend @ 40% p.a. i.e. Rs. 0.80 per Equity Share of Rs. 2/- each for F.Y. 2012-13 and the same will be paid to eligible members and/or beneficial owners.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 550 lacs to the General Reserve out of the total amount available for appropriations and an amount of Rs. 34867.42 lacs is proposed to be carried forward to Balance Sheet.

BUSINESS OPERATIONS

A. Operational Performance

The Company recorded a turnover of Rs. 2114 crores as compared to Rs. 1941 crores during the previous financial year registering growth of more than 8.9 % compared to previous financial year. The export sales was more or less at the same level. Export sales (F.O.B. Value) for the year 2011-12 was Rs. 560.38 crores as compared to Rs. 556.80 crores for the year 2010-11. The various profit parameters were marginally down due to various factors. However, the Company has been able to maintain it at a decent level at the end of the year. The Company achieved Earning before Interest, Depreciation and Tax (EBIDTA) of Rs. 111.27 crores for the year 2011-12 against that of Rs. 156.72 crores for the year 2010-11.

The Cash Profit, Profit after tax and EPS for the year remained Rs. 90.38 crores, Rs. 49.70 crores and Rs. 3.60 per share respectively. Highlights of performance are discussed in detail in the Management Discussion and Analysis report attached as Annexure to Directors' Report.

B. Capital Projects for the year 2011-12

During the year, the Company has completed the project to produce high value added derivatives i.e. Dextrose Anhydrate for both its corn processing units. Apart from these, the Company has also carried out modernization and improvements at all of its solvent extraction and refining projects. Inspired from the success of its maiden renewable energy forward integration projects of generating power from bio gas, the Company has also decided to put one more such forward integration project at both the corn processing units. The projects are expected to start functioning commercially by the end of first quarter. Apart from these, the lignite based power generation project has also been put in place and started functioning from April 201 2.

The Company also has substantial amount of capital WIP at the end of FY 2011-12. The major portion of it is for new state of art 750 TPD corn processing unit in the state of Karnataka. This project is also expected to function commercially by second quarter of current F.Y. The Board of Directors is proud to inform that the Company is ploughing back the retained earnings for the future growth.

CORPORATE MATTERS

Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements of the Listing Agreement with the Stock Exchanges, where the Company's shares are listed. A separate report on Corporate Governance, along with a certificate from the Auditors confirming the compliance is annexed as Annexure-A and forms part of the Directors' Report.

Management Discussion and Analysis

The statement on management discussion and analysis with detailed highlights of performance of different divisions of the Company is annexed as Annexure-B to this report.

SUBSIDIARY COMPANY AND CONSOLIDATED ACCOUNTS

As per General Circular no. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company at its meeting held on 19th May, 2012 has given consent for not attaching the balance sheet of Gujarat Ambuja International Pte. Ltd., the wholly owned subsidiary company. As per said circular, the Company has presented in this annual report, the consolidated financial statements of holding company and the subsidiary company duly audited by its statutory auditors, which is forming part of the Report. The consolidated financial statement is prepared in compliance with applicable Accounting Standards and the Listing Agreement entered into with the Stock Exchanges. A Statement of Financial Information on Subsidiary detailing (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend is also forming part of the Report.

DELISTING OF EQUITY SHARES FROM AHMEDABAD STOCK EXCHANGE LTD.

The Members are requested to note that pursuant to application filed by the Company with the Ahmedabad Stock Exchange Ltd. for voluntary delisting of its equity shares from the said Exchange, equity shares of the Company stands delisted from Ahmedabad Stock Exchange Ltd. w.e.f. 8th June, 2011, on account of absence of trading facility on the floor of Ahmedabad Stock Exchange Ltd. Equity shares continue to trade on the floor of National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd.

FINANCE AND INSURANCE

Working Capital

The Company has adequate working capital facilities from the consortium of Banks. The CRISIL has continued with the highest rating for safety as per Basel-II norms.

Term Loans

During the year under review, the Company has not availed term loan from any Banks/Financial Institutions. The Company is regular in repayment of all term loans.

Insurance

All assets and insurable interests of the Company, including building, plant and machineries, stocks, stores and spares have been adequately insured against various risks and perils.

PUBLIC DEPOSITS

During the period under report, the Company has not accepted nor renewed any deposit by invitation to the public at large.

DIRECTORS

The Company is well supported by the knowledge and experience of its Directors and Executives. Pursuant to provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Rohit J. Patel, Mr. Chaitan M. Maniar and Mr. Prakash G. Ramrakhiani, the Directors of the Company are liable to retire by rotation and being eligible, have offered themselves for re-appointment.

The Board of Directors of the Company at its meeting held on 6th February, 2012 has appointed Mr. Sudhin B. Choksey as Additional Director on the Board of Directors of the Company. Mr. Sudhin B. Choksey, who hold office upto the date of this Annual General Meeting and in respect of whom, the Company has received a valid notice in writing from a member of the Company proposing his candidature as Director of the Company is recommended for appointment.

The Remuneration & Selection Committee and the Board of Directors at their respective Meetings held on 21st July, 2012 have recommended and approved, subject to approval of the members at the General Meeting;

a) Revision in terms of remuneration of Mr. Vijay Kumar Gupta, the chairman & Managing Director w.e.f. 1st October, 2012 for the remaining period of his tenure i.e. upto 31st March, 2013.

b) Revision in terms of remuneration of Mr. Manish Gupta, the Managing Director w.e.f. 1st October, 2012 for the remaining period of his tenure i.e. upto 27th December, 2013.

c) Revision in terms of remuneration of Mr. Mohit Gupta, the Joint Managing Director w.e.f. 1st October, 2012 for the remaining period of his tenure i.e. upto 31st July, 2013.

d) Revision in terms of remuneration of Mr. Sandeep Agrawal, the Whole Time Director w.e.f. 1st October, 2012 for the remaining period of his tenure i.e. upto 31st July, 2014.

e) Re-appointment of Mr. Vijay Kumar Gupta as Managing Director for further period from 1st April, 2013 to 31st March, 2018. The above businesses are recommended for approval of the Members.

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:

(1) that in preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed and there are no material departures from the same;

(2) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss account of the Company for the year under review;

(3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) that the Directors have prepared the annual accounts of the Company for the financial year ended 31st March, 2012 on a 'going concern' basis.

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

The information regarding above particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached as Annexure-C to this report and forms part of this report.

PARTICULARS OF EMPLOYEES AND OTHER STATUTORY INFORMATION

Details of employees drawing remuneration of not less than Rs. 60,00,000/- per annum, where employed for full year or Rs. 5,00,000/- per month, where employed for a part of the year pursuant to provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is attached as Annexure-D to this report and forms part of this report.

The Cash flow Statement and other statutory information as stated above is also attached herewith.

AUDITORS AND AUDITORS' REPORT

M/s. Kantilal Patel & Co., the Chartered Accountants, the present Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. They have furnished a Certificate to the effect that their proposed re-appointment, if made at the ensuing Annual General Meeting, will be within the limits specified under Section 224(1)(B) of the Companies Act, 1956.

The Auditors' report is not qualified and is self-explanatory and does not require any further clarifications.

COST AUDITOR

As per Order No. 52/139/CAB/1998 dated 30/10/1998 of the Central Government, the Board of Directors of the Company had appointed M/s. N. D. Birla & Co., the Cost Accountants, A-3, Nirant Society, Ellisbridge, Ahmedabad (Membership No. 7907) as Cost Auditor for the Cotspin Division of the Company for the financial year 2011-12 at its meeting held on 27th May, 2011. Cost Audit Report in terms of provisions of Section 233B(4) of the Companies Act, 1956 read with the Cost Audit (Report) Rules, 2011 will be filed with the Central Government within 180 days from the close of financial year ended on 31.03.2012.

As per Order No. 52/26/CAB/2010 dated 02/05/2011 of the Central Government, the Board of Directors of the Company had appointed M/s. N. D. Birla & Co., the Cost Accountants, A-3, Nirant Society, Ellisbridge, Ahmedabad (Membership No. 7907) as Cost Auditor for the Bulk Drugs Product of the Company for the financial year 2011-12 at its meeting held on 11th August, 2011. Cost Audit Report in terms of provisions of Section 233B(4) of the Companies Act, 1956 read with the Cost Audit (Report) Rules, 2011 will be filed with the Central Government within 180 days from the close of financial year ended on 31.03.2012.

The Members may further note that as per General Circular no. 15/2011 dated 11/04/2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company at its meeting held on 19th May, 2012 have re-appointed M/s. N. D. Birla & Co., as Cost Auditor for the Cotspin Division & Bulk Drugs Division of the Company for the financial year 2012-13.

Further, as per Order No. 52/26/CAB/2010 dated 24/01/2012 of the Central Government, the Board of Directors of the Company at its meeting held on 19th May, 2012 has appointed M/s. Rajendra Patel & Associates, the Cost Accountants, Sector -4, Suncity, Bopal, Ahmedabad (Membership No. 29021) as Cost Auditor for the Product Edible Oils of the Company for the financial year 2012-13.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Industrial Relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your Directors wish to place on record the co-operation received from the Staff and workers at all levels and at all units.

OTHER DISCLOSURE OF INFORMATION AS PER LISTING AGREEMENT ENTERED WITH STOCK EXCHANGES Listing

At present, Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid annual Listing fees for the financial year 2012-2013 to respective Stock Exchanges. Equity Shares of the Company stands delisted from Ahmedabad Stock Exchange Ltd. w.e.f. 8th June, 2011.

Dematerialisation

The Equity Shares of the Company are under compulsory demat from 24th July, 2000. The Company has already entered into agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) and ISIN No. INE036B01022 has been allotted to the Company for sub-divided Equity Shares of Rs. 2/- each.

CORPORATE SOCIAL RESPONSIBILITY

The function of Corporate Social Responsibility has been actively pursued during the year. During the year, the Company has undertaken directly and indirectly various initiatives contributing to the environment including reduced waste generation, improved waste management, implementing environmental plan through power generation, utilizing bio waste etc. The Company also developed comprehensive plan for carrying out activities focusing on education, health programmes and skill development and supporting various community development projects in locations, where the Company operates. The Company has consistently demonstrated its commitment to have positive relations with communities around the Company's Plants.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing Shareholders value. All the Company's operations are guided and aligned towards maximizing Shareholders value.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors are pleased to record their appreciation & acknowledge the continuous support of Banks, Departments of Central Government & State Government, Office of the Industries Commissioner, Office of the Development Commissioner, GEDA, Other Government Departments, Members, Esteemed Customers and Suppliers and dedicated staff for their continuous co-operation and contribution to the growth of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad

Date : 21st July, 2012 Vijay Kumar Gupta

Chairman and Managing Director

 
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