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Directors Report of Indian Extractions Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting 58th Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

(Amount in Rs.)

FINANCIAL RESULTS: Current Previous year year (2013-14) (2012-13)

(Loss)/Profit for the year before providing for

Depreciation and interest and (60,68,680) 19,42,629 exceptional items

Less : Interest 77,791 (41,07,754)

Less: Depreciation 5,04,021 (6,61,745)

Loss after Depreciation & Interest (66,50,682) (28,26,870)

Add : Exceptional income - (7,01,992)

Provision for taxation - -

Loss after tax (66,50,682) (21,24,878)

Accumulated loss brought forward (4,58,32,326) (4,37,07,448) from previous year

Profit & Loss a/c amount carried (5,24,83,018) (4,58,32,326) forward to balance sheet

DIVIDEND:

Your Directors express their inability to recommend declaration of any dividend for the year ended 31st March, 2014 due to losses.

OPERATIONS:

As you are aware the Company has already exited from its solvent extraction business and is looking for diversification in new business areas. However, the new business development has not fructified in view of dull economic scenario with policy paralysis in the country which has discouraged the management to conceive and enter into new business areas. Also various key business factors like high cost of finance, general inflationary pressure, recession in most of market areas, sluggish demand; increased need of working capital etc. has not provided appropriate opportunity to the management of the Company for diversifying into new business areas.

The performance of the Company was not satisfactory since practically there was no business except for small trading activities carried out during the financial year ended on 31st March 2014. The Company operations resulted in a turnover of Rs. 1.48 Cr as against Rs. 2.91 Cr for the previous year. The loss before interest and depreciation amounted to Rs.60.69 lacs as against profit of Rs.19.43 Lacs in the previous year. The net loss for the year ended amounted to Rs.66.51 lacs..

PROSPECTS & DEVELOPMENTS:

Your directors are of the view that with new government coming into India, the overall business climate will improve over next couple of quarters with new policy decisions and growth oriented measures expected to be considered by the new government. Subject to satisfactory business friendly and stable policies by the new government, improvement in overall business climate and confidence together with increase in foreign demand, the management expects to enter into chemical and trading business during the financial year 2014-15 which will help them to diversify and establish into new business areas successfully. The main focus areas are chemicals, trading and distribution network.

The Board and the Management of the Company are confident of getting diversified into new business areas in due course with a view to enhance stakeholder's value and create sustainable business model for the future of the Company.

DIRECTORATE:

As per the provisions of Section 149(1) of the Companies Act, 2013 ('the Act') and amended Clause 49 of the Listing Agreement (coming into effect from 1st October, 2014) the Company should have at least one women director. In terms of the Section 161(1) of the act and Articles of the Association of the Company ,the Board of Directors appointed Smt. Gayatri P. Jhaveri as an Additional Director who shall hold office upto the date of ensuing Annual General Meeting of the Company. Keeping in the view the above legal requirements and in deference to Company's shareholders' wishes, the Board of Directors have proposed to appoint Smt. Gayatri P. Jhaveri as a Director of the Company. The Board recommends her appointment in the ensuing Annual General Meeting.

Pursuant to provisions of Section 149 and all other applicable provisions of the Companies Act, 2013 and also with the listing agreement, your directors are seeking appointment of Shri Anand R. Dalai, Shri Amit B. Shah and Shri Asit D. Javeri as an Independent Directors of the Company. During the year Shri Ankur M. Maneck retires by rotation and being eligible offers himself for re-appointment.

With effect from 8th August, 2014, Shri Shantilal B. Jhaveri has resigned as a Chairman & Managing Director of the Company. The board appreciates and takes on record his significant contribution to the Company's growth and challenges during his term for more than five decades. Considering his visionary approach and contribution made for the Company's growth the Board has decided to designate him as a Chairman Emeritus who shall be non executive and non board member and has requested him to provide his valuable guidance, advice, expertise and long standing experience from time to time for the benefits of the Company.

Considering above developments, the board has re-designated Shri Priyam S. Jhaveri as a Chairman & Managing Director of the Company with effect from 8th August 2014 without any change in his terms of appointment as approved by the shareholders in their meeting held on 13th September 2013.

Necessary details for said appointment have been provided in the notice of the 58,h Annual General Meeting.

CORPORATE GOVERNANCE

The information pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is forming part of this report.

PARTICULARS OF THE EMPLOYEES:

There are no employees to whom the disclosure requirements u/s. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended apply.

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

The information as per Section 217(2A) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the report to the Board of Directors) Rules, 1988 is not applicable since the Company has not carried out any manufacturing activity during the year.

DEPOSITS:

There are no deposits which is outstanding neither the Company has accepted any deposits.

INSURANCE:

All the properties and insurable interest of the Company are adequately insured.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgment 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 loss of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the Annual Accounts on a "Going Concern" basis.

EXPLANATION ON AUDITORS REPORT:

The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any separate or further comments or explanations.

AUDITORS:

Thingna & Contractor, Chartered Accountants, a retiring auditor of the Company has been merged with Walker Chandiok & Co. LLP, Chartered Accountants. The Company has received special notice under Section 140(4) of the Companies Act, 2013 for appointment of Walker Chandiok & Co. LLP, Chartered Accountants in place of retiring auditors Thingna & Contractor, Chartered Accountants. Accordingly resolution has been proposed for the appointment of Walker Chandiok & Co. LLP, Chartered Accountants as statutory auditor of the Company in terms of Section 139 of the Companies Act, 2013 along with the Rules framed there under for a period of 5 years subject to ratification of their appointment at every Annual General Meetings.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the continued support received from stakeholders, employees at all levels and associates of the Company.

For and on behalf of the Board

Place: Mumbai Priyam S. Jhaveri Dated: 8th August, 2014 Chairman & Managing Director




Mar 31, 2012

To, The Members of INDIAN EXTRACTIONS LIMITED

The Directors have pleasure in presenting 56th Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS: Current Previous Year Year Rs. Rs.

Loss for the year before providing for Depreciation and (80,46,736) (41,99,842) interest and exceptional items

Less: Interest (2,06,29,852) (2,23,53,781)

Less: Depreciation (21,46,205) (69,99,591) Loss after Depreciation (3,08,22,793) (3,35,53,224)

FINANCIAL RESULTS: Current Previous Year Year Rs. Rs.

Add: Exceptional Income 3,12,59,990 3,84,72,000

Provision for taxation - -

Profit after tax 4,37,197 49,18,776

Accumulated loss brought forward from previous year (4,41,44,645) (4,90,63,421)

Profit & Loss a/c amount carried forward to balance sheet (4,37,07,448) (4,41,44,645)

DIVIDEND:

Your Directors express their inability to recommend declaration of any dividend for the year ended 31s1 March, 2012 due to losses.

OPERATIONS:

The solvent extraction industry has faced another difficult year and particularly for such Companies carrying manufacturing operating into Saurashtra belt of Gujarat found it very difficult to run plants due to low availability of groundnut crops. Your Company was also not an exception to various other uncontrollable variables like disparity in the pricing, volatile foreign exchange, low availability of feedstock, bumper crop in US, Brazil, Argentina etc. resulting into supply at a below cost price in the international market etc. and it was difficult to carry viable business operations. Also it was practically impossible for the Company to run our size of solvent extraction unit and refinery. Government policy to permit huge import of refined oil from neighboring countries, farmers preference for other crop over groundnut, diversion of groundnut crop for use as eatable thereby restricting availability for crushing and refinery use etc. factors has resulted operations for stand alone solvent extraction unit and related refinery practically difficult and unviable. All these adverse factors has resulted into very limited plant utilizations during last couple of years and resulted into continuous losses during last couple of years and that too during financial year 2011-12.

Considering the prolonged situation and with a view to protect stakeholders' value, the management has completely stopped the manufacturing unit for solvent extraction and refinery and exited from its core business of solvent extraction and refinery. Also to cut losses and repay banking liabilities, the assets of manufacturing business being land, building, plant & machinery and brand name are sold during the current financial year and the proceeds of the same has been utilized tp repay banking debt. As on date of report, the Company is having only outstanding debt of Rs. 936.56 lacs from Union Bank of India and the same will be repaid very shortly. The promoters have also infused funds as Zero Coupon Convertible Preference Shares to partly fund losses as well as meet bank debt repayments. The same has been communicated earlier by the board and also necessary approvals from stakeholders have been availed.

During the year the Company was not able to process any Solvent Extractions and edible oil due to non availability of feedstock and viability of business as compared to that in previous year 5557 MT of Solvent Extractions and 6106 MT of edible oil was processed. The management has also sold its stock and also carried out chemical exports which have supported to keep operations of the Company going on.

The Company operations resulted in a turnover of Rs. 9.80 Cr as against Rs. 83.22 Cr for the previous year. The loss before interest and depreciation amounted to Rs. 80.47 lacs as against Rs. 41.99 Lacs in the previous year.

However due to an exceptional item of sale of land, building, plant & machinery and brand name the Company earned net exceptional income of Rs. 312.60 Cr. and recorded a profit of Rs. 4.37 Lacs.

PROSPECTS & DEVELOPMENTS:

The management has charted out future plans for the Company post exit from the solvent extraction and refinery business to support sustainable long term business model for the Company and also to protect and enhance shareholders value. The Company has undertaken systematic study for entering into the business of Chemical exports, Commodity trading, Groundnut trading, Warehousing and Merchant exports business and barring unforeseen circumstances the management is expect to enter into the same in due course in a focused manner to yield benefits from the same.

The Board and the Management of the Company are confident of getting diversified into new business areas in due course with a view to enhance stakeholder's value and create sustainable business model for the future of the Company.

DIRECTORATE:

Shri Asit D. Javeri and Shri Amit B. Shah retire at the ensuing Annual General Meeting. Being eligible, offer themselves, for reappointment as Directors. Your Directors recommend their reappointment.

CORPORATE GOVERNANCE:

The information pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is given in Annexure-I forming part of this report.

PARTICULARS OF THE EMPLOYEES:

There are no employees to whom the disclosure requirements u/s.217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended apply.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report to the Board of Directors) Rules, 1988 is given in Annexure-Il forming part of this report.

DEPOSITS:

There were no overdue Fixed Deposits and all fixed deposits were repaid on due date and no new deposits have been accepted.

INSURANCE:

All the properties and insurable interest of the Company are adequately insured.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgment 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) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the Annual Accounts on a "Going Concern" basis.

EXPLANATION ON AUDITORS REPORT:

The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

With regards to qualification in the auditors report, the board of directors would like to draw attention to note 4(e) to the notes to accounts which is self explanatory.

AUDITORS:

You are requested to reappoint Auditors and fix their remuneration.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the continued support received from shareholders, vendors, depositors of the Company and Union Bank of India. The Directors also wish to record their appreciation of the employees at all levels for their committed efforts and contribution during the difficult phase of the Company.

For and on behalf of the Board

S. B. JHAVERI

CHAIRMAN & MANAGING DIRECTOR

Place: MUMBAI

Dated. 24th May, 2012


Mar 31, 2010

The Directors have pleasure in presenting 54th Annual Report together with the Audited Statement of Accounts for the financial year ended 31stMarch, 2010.

FINANCIAL RESULTS: Current Previous

Year Year

Rs. Rs.

(Loss) / Profit for the year before providing (21,09,678) 37,06,305 for Depreciation and Interest

Interest (2,17,67,340) (1.46,58,929)

Less: Depreciation (67,88,758) (47,81.660)

(Loss) after Depreciation (3,06,65,776) (1,57,34,284)

Provision for Taxation - Wealth (9,249) (29,903)

Deferred -- 24,35,077

Fringe Benefit Tax -- (3,60,000)

(9,249) (20,45.174)

(Loss) after Tax (3,06,75,025) (1.36,89,110)

Less/Add. (Loss)/Profit brought forward from previous year (1,83,88,396) (46,99,286)

Amount available for appropriation (4,90,63,421) (1,83.88.396)

APPROPRIATION.

General Reserve deducted per contra - -

Adjustment for. provision of gratuity net of deferred taxes

Balance carried to Balance Sheet (4,90,63,421) (1,83,88,396)

(4,90,63,421) (1,83,88,396)



DIVIDEND:

Your Directors do nofrecommend declaration of any dividend for the year ended 31st March, 2010 in view of the losses.

OPERATIONS:

The year under review has witnessed many challenges and difficulties for the operations of the Company because of various factors, broadly summarized as unden-

1. The Solvent Extractions Plant operations were adversely affected due to large disparity in processing of seeds and oilcakes, which has practically resulted in negligible exports of Deoiled Cake Meal.

2 Bumper crops in USA, Brazil and Argentinsthas resulted in surplus production of Soya Seeds in international market, which in turn has lowered all types of the Deoiled Cakes prices in overseas market coupled with massive surplus production, resulting in non-viable pricing for exports from India.

3 Heavy import of refined edible oil and raw edible oil with nil import duty in the domestic market resulted unremmunerative operations for solvent extraction industry.

4. Shortages in domestic market, particularly of groundnuts because of un-even pattern of monsoon and climatic changes has adversely affected the core activity of the company of the groundnut oil extraction.

All the above factors resulting in very low capacity utilization and thereby increased cost of operations has resulted in negative margin for the solvent extraction business operations.

The Company was able to process only 24789 MT. of Solvent Extractions against 36253 MT. in the previous year.

As informed in the earlier Directors Report, fortunately the multi product oil refinery has been commissioned in May, 2009 with trial runs and the functioning of the refinery has been stabilized successfully during the last quarter.

The refinery was installed with a viewto increase and diversify the business strength in the edible oil market by capitalizing on the Companys reputed and established brand "DIAMOND".

The Company has successfully entered into the market with Refined Cotton Seed Oil and Refined Soy Oil, besides the traditional solvent extracted groundnut oil and refined groundnut expeller oil..

The stabilization and consistent operations of refinery will broaden the business operations of the company and reduce the dependence of solvent extractions operations over stperiod.

In addition, the company has diversified its business operations by entering into sttrading activity in the chemicals and commodities, which has also supported operations of the company.

During the year, the Company has refined 4543 MT of different edible oils as compared to 2417 MT in the previous year, resulting in almost doubling the quantity.

Due to refinery activity and trading activity, the company has achieved stturnover of Rs. 80.40 Crore as against Rs. 69.86 Crore in the previous year, thereby registering stgrowth of 15% in-spite of very low solvent extraction business.

The Company has incurred loss before interest and depreciation of Rs. 21.10 lacs as against profit for previous year of Rs. 37.06 lacs. The fall is mainly because of lower refinery utilization upto December. 2009 as well as minimum operation of solvent extractions plant due to adverse market factors as mentioned above. ,

The loss for the year is recorded at Rs.306.75 lacs as against Rs. 136.89 lacs for the previous year. The loss was ! higher because of higher interest and financial charges of Rs. 217.80 lacs as against Rs. 146.58. lacs on account of Term Loan interest on the newly commenced refinery besides higher utilization of working capital limits due to liquidity constrain.

PROSPECTS:

The operations of the new refinery has been stabilized and the company has successfully captured a significant share in the local Refined Cotton Oil market in the Jamnagar district. The company is in the process of introducing different edible oil like Soya, Rapeseed, Palm etc. in the market as well in stphased manner under its established brand name with a viewto broaden product mix and also for better margins. The full focus is on producing, marketing, distributing and selling Refined Edible Oils which will facilitate the Company to hedge its existing business of solvent extractions. In addition, the company has also started trading activity and is exploring new possibility for trading into commodities and chemicals.

INDIAN EXTRACTIONS LIMITED

Also forecast for satisfactory monsoon will benefit the company due to possibility of higher availability of oil seed crop in to optimize a coming season which in then facilitate solvent extractions plant.

The management has also implemented various cost cutting, control and saving measure, which will benefit the company in a long run.. Further, the bank has approved reduction of interest, a concession given as per Agro processing unit scheme introduced in September 2009 which will benefit by way of saving significantly the finance cost The Company is also discussing for reorganization of its banking facilities for cost reduction and improvement in

liquidity.

Also with a viewto improve the liquidity, the company has activated the process for sale of its vacant surplus land admeasuring 70000 Sq. Ft. to Mr. Priyam S. Jhaveri - Jt. Managing Director and Promoter in terms of approval of its Board of Directors and the proceeds of the same will be deployed to improve the liquidity position of the company for better business operations.

Considering the long standing experience of the Promoters and Management in the Solvent Extractions and Edible Oil Industry together with various measures taken by them, the Board of Directors barring unforeseen circumstances are confident to improve business operations and performance of the company in years to come.

DIRECTORATE:

Shri Asit D. Javeri and Shri Amit B. Shah retire at the ensuing Annual General Meeting. Being eligible, offer themselves. tor reappointment as Directors. Your Directors recommend their reappointment.

CORPORATE GOVERNANCE:

The information pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is given in Annexure-I forming part of this report.

PARTICULARS OF THE EMPLOYEES :

There are no employees to whom the disclosure requirements u/s.217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended apply.

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

The information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report to the Board of Directors) Rules, 1988 is given in Annexure-ll forming part of this report.

POLLUTION CONTROL:

The Company has taken steps to control pollution of effluents, dust and emission from chimneys etc. Samples are periodically drawn and reports are submitted to Pollution Control Board to ensure compliance with the standard.

DEPOSITS:

There were ho overdue Fixed Deposits out of the outstanding amount of Rs.1,12,15,000/- at the end of the year.

INSURANCE:

All the properties and insurable interest of the Company including Buildings, Plant and Machinery are adequately

insured.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 of the Companies Act, the Directors hereby confirm that: "

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgement 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 loss of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the Annual Accounts on st"Going Concern" basis.

EXPLANATION ON AUDITORS REPORT

The notes to the accounts referred to in the Auditors Report as self explanatory and therefore do nofcall for any further comments.

With regards to qualification in the auditors report, the board of directors would like to comment that the Company has entered into stdefinite contract for sale of special quality of groundnut extraction with various parties pue to various factors the parties had requested the Company for taking deliveries of the goods under said contract on a piecemeal basis over a period of time. Since the significant amount of contract value has been already received and the parties have confirmed to lift material in due course and material is ready for delivery with the company but was held as stock on the specific request of respective parties, the management is of the view that there is no uncertainty is involved in such transactions and accordingly has valued the specific quality of groundnut extraction stock under said contract at realizable market value which is not in accordance with Accounting Standard 2 " Valuation of Inventories". However, considering the nature of transaction, definite sales contract and factual position the management and the board of directors is of the opinion to value such stock at a fair realizable market value for proper presentation of the financial statement for the year ended on 31st March 2010.

AUDITORS:

The terms of Office of present auditor Deloitte Haskins & Sells are upto ensuing Annual General Meeting of the Company. vide their letter dated May 28, 2010 they have expressed their unwillingness to be reappointed a! the ensuing annual General Meeting. The Board of Directors of the company has received notice form one of the member requesting for appointment M/s. Thingnst& Contractor, Chartered Accountants as statutory auditors of the Company The board recommends and proposes to appoint M/s. Thingnst& Contractor, Chartered Accounts as statutory auditors of the Company.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the continued support received from shareholders, depositors and bankers of the Company. The Directors also wish to record their appreciation of the employees at all levels for their unstinted efforts and contribution to the growth of the Company.

For and on behalf of the Board

S. B. JHAVERI

CHAIRMAN & MANAGING DIRECTOR

Place: MUMBAI

Dated: 29th May, 2010



 
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