Enter the first few characters of Company and click 'Go'

Directors Report of Jayant Agro Organics Ltd.

Mar 31, 2018

The Directors are pleased to present the Twenty-Sixth Annual Report for the financial year ended March 31, 2018 along with the Audited Financial Statement and the Auditor''s Report thereon.

1. Financial Results: (Rs. in Lakhs)

Particulars	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Revenue from operations and other income	78,563.47	66,625.87	255,710.75	167,207.38
Profit before Depreciation & Amortisation Expenses, Finance Costs, Share of Net Profits/(Loss) of Investments and Tax	9,376.28	8,786.53	15,090.19	12,850.82
Less: Depreciation, and Amortisation Expenses	783.25	780.00	1,084.26	1,067.25
Profit before Finance cost, Share of Net Profits/(Loss) of Investments and Tax	8,593.03	8,006.53	14,005.93	11,783.57
Less: Finance Cost	2,240.77	1,248.47	5,424.23	3,180.32
Profit before Share of Net Profit/(Loss) of Investments and Tax	6,352.26	6,758.06	8,581.70	8,603.25
Add: Share of net Profit/(Loss) of Joint Venture	-	-	23.42	(4.24)
Profit Before Tax	6,352.26	6,758.06	8,605.11	8,599.01
Less: Provision for Tax	2,109.58	2,202.18	2,896.85	2,859.65
Add: MAT Credit Entitlement of earlier years	-	43.70	-	55.21
Profit for the year	4,242.68	4,599.58	5,708.27	5,794.57
Add/(Less): Other Comprehensive Income (OCI)	(555.35)	291.44	(917.32)	278.07
Total Comprehensive Income for the year	3,687.33	4,891.01	4,790.95	6,072.64
Less: Total Comprehensive Income for the year attributable to Non-Controlling Interest	-	-	271.50	297.85
Total Comprehensive Income for the year attributable to Owners of the Company	-	-	4,519.45	5,774.79
Add: Profit brought forward from the previous year including OCI	16,821.93	13,925.91	18,954.59	15,334.86
Profit available for appropriation, which is appropriated as follows:	20,509.26	18,816.92	23,474.04	21,109.65
Appropriations:
Interim Dividend	195.00	1,125.00	195.00	1,258.00
Final Dividend	187.50	562.50	187.50	562.50
Dividend Distribution Tax	77.87	307.49	77.87	334.56
Closing Balance including OCI	20,048.89	16,821.93	23,013.67	18,954.59
Earnings per share(EPS) (Face Value of shares Rs.5/-)	14.14	15.33	17.82	18.31

*After adjusting for bonus issue in ratio of 1:1

Pursuant to the provisions of section 133 of the Companies Act, 2013, the Financial Statements for the current financial year is prepared in accordance with the Indian Accounting Standards (IndAS) and for the sake of comparison, the previous financial year figures have been reinstated as per the IndAS.

2. Overview of Financial Performance:

The Annual Report also includes the Consolidated Financial Statements of the Company, which include the results of the Company''s subsidiaries; viz. Ihsedu Agrochem Private Limited, Ihsedu Itoh Green Chemicals Marketing Private Limited and Ihsedu Coreagri Services Private Limited and its share in the Associate Company, Vithal Castor Polyols Private Limited. The Standalone Financial results for the year show a Total Income of Rs.78,563.47 Lakhs compared to Rs.66,625.87 Lakhs and standalone Net Profit after tax of Rs.4,242.68 Lakhs as compared to Rs.4,599.58 Lakhs in the previous year and the Consolidated Financial results for the year show Total Income of Rs.2,55,710.75 Lakhs compared to Rs.1,67,207.38 Lakhs and Consolidated Net Profit after tax of Rs.5,708.27 Lakhs compared to Rs.5,794.57 Lakhs in the previous year.

3. Dividend & Reserves:

During the year under review an interim dividend of Rs.0.65 (i.e. 13% post bonus), each per share on 30,000,000 equity share of Rs.5/- each was paid by the Board of Directors of the Company. The Board of Directors are now pleased to recommend a final dividend of Rs.1.35 (i.e. 27%) per share on the paid up equity share capital of the Company, for consideration and approval of the shareholders at the annual general meeting. With this, the total dividend for the entire year sums out to Rs.2.00 per equity share of Rs.. 5/- each i.e. (40%) on enhanced paid-up equity share capital post issue of bonus share in ratio of 1:1. The equity dividend outgo for the Financial Year 2017-18, inclusive of tax on distributed profits would be upto Rs.723.00 lakhs.

Your Directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2018

4. Change in Nature of Business:

There were no material changes in the nature of business of the Company during the year under review.

5. Bonus Issue of Shares and Share Capital:

During the year under review, the shareholders of the Company were rewarded with Bonus Shares in the proportion of 1 (one) new Equity Share of Rs.5/- (Rupees five) each fully paid up for every 1 (one) existing Equity Share of Rs.5/- (Rupees five) each of the Company held by the members as on August 2, 2017 (i.e. Record Date) which was approved by the members through Postal Ballot. The Bonus shares were allotted on August 3, 2017 and were listed on the stock exchanges w.e.f August 11, 2017. Subsequent to the issue of Bonus Shares, the Paid up share capital of the Company stands increased to ^15,00,00,000 dividend into 3,00,00,000 equity share of Rs.5/- each fully paid-up There was no change in authorised share capital of company during the year under review.

6. Credit Rating:

The Credit Rating of the Company for Long Term Debt and Short Debt is Crisil A-/ Stable and Crisil A2 respectively rated by CRISIL Limited.

7. State of Companyâs Affair:

In order to avoid duplication and for the sake of better understanding, the State of Company''s Affairs is explained in detail in the section, Management Discussions and Analysis which has been included in this section of the directors report.

8. Listing of Shares:

The Company''s equity shares are actively traded on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Further, the applicable listing fees for the financial year 2018-19 has been paid to the respective Stock Exchange(s).

9. Management''s Discussion and Analysis:

(a) Industry Structure and Developments and impact on the Company and its performance:

The demand for castor oil products saw a decent growth. India''s exports of castor oil reached an all-time high of Approx 6.4 lakhs Mt. Despite of a lower than normal crop the carry forward of the previous year''s supply ensured smooth supply of castor oil. The market remained volatile with the first half seeing firm prices in anticipation of shortages expected on account of a lower crop, the carry forward of the previous year ensured continuity of supply throughout the year resulting in subdued prices in the second half of the year.

Although the demand for sebacic acid was better than in 2016-17, the sebacic acid market remained more competitive with renewed participation from the Chinese manufacturers. China continues to dominate the sebacic acid industry Your company continues to make effort to improve its capacity utilization and gain a foothold in an industry dominated by China.

Your company has invested in an Indo-Japanese-Korean joint venture, Vithal Castor Polyols Pvt. Ltd. (VCP). VCP''s products directly compete with petroleum based polyols due to which it is facing challenges in capacity utilization and will result in a longer gestation period for the investment. The current surge in the prices of petroleum products is likely to have a positive impact on the demand for VCP''s products. Further, the company is also realigning its product mix to adjust to the market conditions.

The late rainfall in the castor growing region of Gujarat resulted in a surge in the sowing area towards the end of the sowing season. This resulted in boosting the estimates of the crop to over 1.4 million tons against the crop estimates of about 1 million tons for the year 2017. With the estimates of carry forward of 300,000 Mt being lower than the revised estimates of the carry forward stocks of 900,000 Mt the industry will need to keep a close watch on the availability of the seeds as the demand supply equation is likely to be more balanced.

Your company believes that ample availability of castor seeds at stable and competitive prices will be essential for the future growth of the industry. We are confident that like in the past the Indian farmers will rise to the challenges to meet the global requirements for castor seeds.

The demand for castor oil based products continues to see a stable growth across the world with China resuming its growth in consumption. In the current scenario India should be able to satisfy the world demand. Your company will be keeping a close watch on the monsoon and sowing data.

(b) Opportunities & Threats:

With more than 80% of your Company''s production being exported, the state of the world economy, besides other industrial and scientific developments has an important bearing on its growth.

Your company''s products are competing with end products manufactured from crude oil and other vegetable oils. The price behavior of castor oil in relation to them is likely to have a bearing on the growth of the company.

Environment being a major concern, the search for green products is likely to intensify in the future. Castor Oil being a natural, organic, renewable and bio-degradable product is gaining importance as a green product. With improved irrigation, better quality inputs and scientific farming there is a substantial scope to improve yields per hectare of castor seeds. Besides due to its unique chemical structure, it finds myriad applications in virtually every industry be it agriculture, lubricants, paints, inks, surface coatings, pharmaceuticals, food, engineering plastics, cosmetics, perfumeries, electricals, rubber and so on. Your company continues to endeavor to tap these opportunities by focusing on Research & Development and investing in new capacities, new technologies, new applications, and new products.

Castor Seeds continue to be a volatile raw material in terms of its price and is prone to speculation. Being a shallow commodity speculation could lead to extraordinary swing in prices, specially with the wider platform being provided by the listing on National Commodity and Derivatives Exchange (NCDEX). SEBI is keeping an vigilant and watchful eye to ensure an orderly market. Being an agricultural product, it depends on the rainfall and weather conditions prevailing in the area of castor growing States in the country though it is a sturdy crop. The limited size of the crop makes it susceptible to speculation and wild gyration in prices. To mitigate the effect of uncertain weather, the Company has laid down parameters for inventory management. The Company has proper mechanism in place to immediately respond to any unforeseen eventualities. The Company is also cultivating hybrid seeds to improve the productivity of commercial Castor Seeds.

Your company has through, "Kalyan Foundation", an trust with whom your company is associated along with its subsidiary, Ihsedu Agrochem Pvt. Ltd, in conjunction with progressive farmers developed model farms for the education and development of the castor industry wherein the farms have achieved a yield of over 6 tons and hectare 3 to 4 times the average yields. It is both the vision and the mission of your company to carry this productivity potential developed at our agricultural universities to performance on our field making castor seeds farming sustainable and profitable for the farmers.

The Company is organised into three business segments

- Castor Oil, Derivatives and Power Generation.

(d) Outlook:

The long term demand outlook for your Company''s products remains positive although the near term uncertainties remain due to the low crude oil prices. Emphasis on green eco-friendly products is likely to lead to increase in innovation of new products and uses of castor oil by the chemical industry.

Your Company continues to invest in Research & Development to tap on new growth opportunities. Your Company is also undertaking a backward integration program in order to increase the availability of castor seeds. Barring unforeseen circumstances, your Directors expect satisfactory growth.

(e) Risks and Concerns:

The Company''s products are used across geographies in a variety of industries, thereby to a great extent, mitigating the risks associated with demand for its products on a long-term basis. The price behavior of raw material depends on the weather pattern in the castor growing regions, the impact of El Nino on monsoon in these regions, global demand and inventory, and prices of other oils including Crude Oil and therefore can be volatile as well as unpredictable. The Company is closely watching the development of factors affecting the castor seed prices.

The Company restricts its exposure to the price fluctuation of raw materials by limiting its unhedged exposure.

With the business of the Company growing steadily and demand for trained and experienced manpower in excess of the supply, the risk of managing the people is very big. The Company has to retain its existing trained workforce and also attract new talent for its different operations. To improve the performance of the staff at work; various refresher training courses are organized to update their knowledge with the latest technologies and management ideas.

The demand for castor oil and its products is dependent on the overseas markets as more than 80% of the industries production is exported. The threat of new entrants and competition due to aggressive trading policies adopted by them continue to be of concern.

The Company has focused its efforts on marketing and introducing new products thereby mitigating to a certain extent, the effect of recession / slowdown in the industry.

Unrestricted speculation and high volatility due to trading in commodity exchange could have a negative effect on the growth of the industry.

Your Company has been engaged in several lega cases in connection with or incidental to its business operations. These include service, excise and customs cases, etc. filed by and against the Company. These cases are being pursued with due importance and in consultation with legal experts in the respective areas. Your Board believes that the outcome of these cases is unlikely to cause a material adverse effect on the company''s profitability or business performance.

Your Company has a contingent liability of Rs.402.54 Lakhs as on March 31, 2018. Attention of the shareholders is drawn to the explanations mentioned in note no. 36 of the Notes to Financial statements forming integral part of the balance sheet as on March 31, 2018. In view of the present status and based on legal advice received, your Board of Directors are of the opinion that no provision is required to be made against these contingent liabilities as of now.

Forward Looking Statement:

This report contains forward looking statements that are based on our current expectations, assumptions, estimates and projections. We have tried, wherever possible to identify such statements by using words such as anticipates, estimates, expects, plans, believes and words of similar substance in connection with any discussion of future performance. Stakeholders are urged to pay careful attention to the risk factors described in this report. One or more of these risks could have an adverse effect on the Company or its group Companies activities, conditions and, financial results. Furthermore, other risks not yet identified or considered as not material by the group could have the same adverse effect. All the forward looking statement included in this report are based on information available to us on the date of issue of this report. The Company do not undertake to update the said statements to reflect the future events or circumstances unless required under the statue.

Awards and Recognition:

Your Company and its subsidiary Ihsedu Agrochem Private Limited were awarded with the "Award of Excellency" by CHEMEXCIL (Basic Chemicals Pharmaceuticals & Cosmetics Export promotion council) for the outstanding export performance for the year 2016-17. The Company was also awarded with Export Award by Indian Specialty Chemical Manufacturers Association ("ISCMA") for the consistency and growth achieved in exports during the year 2016-17.

10. Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There has been no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

11. Highlights of the Performance/Financial Position of each of subsidiaries/associates/joint venture companies as included in the consolidated financial statements :

The Company (including its subsidiaries and associates) operates in three segments:

1. Consolidated Results :

The consolidated turnover of the Company has been Rs.2,55,710.75 Lakhs against Rs.1,67,207.38 Lakhs in the previous year. The EBDITA was Rs.15,113.60 Lakhs current year and Rs.12,846.58 Lakhs for the previous year.

2. Derivatives:

The turnover of the derivatives has been Rs.77,157.01 Lakhs against Rs.65,037.15 Lakhs in the previous year. The EBDITA has increased to Rs.8,898.66 Lakhs to Rs.8,354.02 Lakhs.

3. Castor Oil:

The operation of castor oil are mainly carried out in Ihsedu Agrochem Pvt. Ltd and have been discussed thereunder.

4. Power:

The company has installed wind turbines of 2.4 MW and 0.8 MW in Jayant Agro-Organics Ltd and Ihsedu Agrochem Pvt. Ltd. respectively.

The performance of the power segment has been steady with the EBIDTA at Rs.199.84 Lakhs

Your directors are pleased to announce that nearly 34% of the electricity at its Ranoli unit and 10% of its power requirement at its crushing plant in Jagana, Palanpur is met by green energy produced from the wind mills.

We would also like to state that more than 95% of its steam requirement is met by using its own product Deoiled Cake, making your company an environment friendly manufacturer of environment friendly products.

Subsidiary Companies:

Ihsedu Agrochem Pvt Ltd (IAPL):

During the year under review, the IAPL a material subsidiary of the Company achieved a turnover of Rs.196,456.05 Lakhs as compared to Rs.114,872.09 Lakhs in the previous year. The Profit after tax stood at Rs.1,434.14 Lakhs as against profit of Rs.1,191.45Lakhs in the previous year.

Ihsedu Coreagri Services Pvt Ltd (ICAS):

During the year under review, the ICAS a subsidiary of the Company incurred loss of Rs.3.31 Lakhs as against Loss of Rs.3.47 Lakhs in the previous year

Ihsedu Itoh Green Chemicals Marketing Pvt. Ltd (IIGCM):

During the year under review, the IIGCM achieved a total revenue of Rs.23.66 Lakhs as compared to Rs.24.25 Lakhs in the previous year. The profit after tax was Rs.11.34 Lakhs against profit after tax of Rs.11.26 Lakhs in the previous year

Associate Company:

Vithal Castor Polyols Pvt Ltd (VCP):

VCP is an Indo - Japanese - Korean Joint Venture Company, and your company owns 50% equity shares. VCP''s products directly compete with petroleum based polyols due to which it is facing challenges in capacity utilization and will result in a longer gestation period for the investment. During the year under review. VCP achieved a turnover of Rs.1021 lakhs as compared to Rs.797 lakhs in the previous year The Profit after tax stood at Rs.46.83 Lakhs as against loss of Rs.8.48 Lakhs in the previous year The Policy on material subsidiary is available on https://www.jayantagro.com The audited accounts of the subsidiary companies are placed on the Company''s website and the same are open for inspection by any member at the Registered Office of the Company on any working day between 10.00 a.m. to 5.00 p.m.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiary and associate companies, which forms part of the Annual Report. A statement containing salient features of the financial statements and other necessary information of the subsidiary companies in the format prescribed under Form AOC-1 is included in the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at wwwjayantagro.com. Further, as per the fourth proviso of the said Section, Financial Statements of each of the subsidiary companies have also been placed on the website of the Company at www. jayantagro.com. Accordingly, the said documents are not being attached to the Annual Report. Shareholders interested in obtaining a copy of the Audited Annua Financial Statements of the subsidiary companies may write to the Company Secretary and Compliance Officer As stipulated in the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulation / LODR), the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards.

12. Research and Development (R & D):

Our R & D, which is recognised by the Department of Scientific & Industrial Research (DSIR), Government of India, continues its focus on Castor Oil based products for use in wide-range of applications viz. Coatings, Polymers, Sealants, Adhesives, Polyurethane foams, Cosmetics, Lubricants, etc. Some of the recent products developed at R & D and successfully introduced into both, foreign and domestic markets, are products for flooring coatings which are water-based or with zero solvents. These products avoid the drawbacks of conventional products which emit solvents into the environment. Also new esters for use as plasticisers in PVC have been developed and successfully introduced in the market. We expect some more products to be introduced in the very near term for applications as mentioned above. The R & D continuously focusses on the improvement of quality of existing products as also improving the existing production processes

13. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Periodical reports on the same are presented to the Audit Committee.

14. Deposits:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance ofDeposits) Rules, 2014.

15. Particulars of loans, guarantees or investments under section 186:

Particulars of loans given, investments made, guarantees given and securities provided by the Company as on March 31, 2018 are given in the note forming part of the financial statement.

16. Particulars of contracts or arrangements with related parties:

All Related Party Transactions that were entered into during the financial year were on arm''s length basis and in ordinary course of business. There are no materially significant related party transactions made by the Company during the year. All the Related Party Transactions are placed before the Audit Committee and also the Board for approval. A policy on Related Party Transactions is uploaded on the Company''s website and can be accessed through the weblink https://www.jayantagro.com.

Prior Omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in ordinary course of business and are at arm''s length basis in accordance with the provisions of the Companies Act, 2013 read with the rules made there under and the Listing Regulations.

The particulars of Contracts and Arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013 as prescribed in Form AOC-2 is not applicable.

17. Key Managerial Personnel and Directors:

a) Changes, in Directors and Key Managerial Personnel ("KMP"):

On December 20, 2017, Mr. Abhay V. Udeshi, resigned as the Chairman and Whole-time Director and also ceased to act as Member in various committees of the Company. On account of the said resignation, the Board of Directors appointed Mr. Jayasinh V. Mariwala as the Chairman of the Company with effect from December 20, 2017. Subsequently, on the recommendation of the Nominations and Remuneration Committee, the Board of Directors at their meetings held on February 3, 2018 appointed Mr. Abhay V. Udeshi as an Additional director and designated as Chairman & Whole-Time Director and alsojoined as member of Audit Committee, Stakeholders Relationship Committee and CSR Committees of the Company, effective from February 3, 2018. The Board of Directors expressed its gratitude to Mr. Jayasinh V. Mariwala for being the Chairman of the Company during the said time length. The Board of Directors have further recommended the appointment of Mr Abhay V. Udeshi as Chairman & Whole-time Director for a period of 5 years commencing from February 3, 2018, subject to the approval of the members at the Annual General Meeting. As required under the provisions of the Companies Act, 2013, the Company has received a Notice along with requisite deposit from the member of the Company proposing the candidature of Mr. Abhay V. Udeshi as the Director of the Company.

In accordance with the provisions of section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel (KMP) of the Company

Name of KMP''s	Designation
Mr. Abhay V. Udeshi	Chairman & Whole - Time Director
Mr. Hemant V. Udeshi	Managing Director
Dr. Subhash V. Udeshi	Whole - Time Director
Mr. Varun A. Udeshi	Whole - Time Director
Mr. Vikram V. Udeshi	Chief Financial Officer
Mr. Dinesh M. Kapadia	Company Secretary

As per the provisions of the Companies Act, 2013, Dr. Subhash V. Udeshi retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for consideration of members at the ensuing AGM

As per the SEBI (Listing Obligation & Disclosure Requirement) Amendment Regulation 2018, a NonExecutive director who has attained the age of seventy five years shall be appointed or his directorship be continued only after passing of special resolution by the Company. In view of the same, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee meeting held on May 30, 2018, proposes the continuity of directorship of Mr. Jayasinh V. Mariwala, Mr. Deepak V. Bhimani and Mr. Vijay Kumar Bhandari, all being Non-Executive & Independent Directors of the Company.

Necessary resolutions for appointment/ reappointment & continuity in appointment of the above mentioned Directors have been included in the notice convening the ensuing AGM and requisite details have been provided in the explanatory statement and annexure to the Notice. Your Directors recommend their appointment / re-appointment and continuity in directorship.

b) Declaration of Independence:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

c) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the rules made thereunder, Regulation 17(10) of the Listing Regulations and the Circular issued by SEBI dated January 5, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the Annual Performance of the Directors/ Board/ Committees were carried out for the Financial year 2017-18.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.

d) Policy on Directors'' Appointment and Remuneration:

The Company has devised a Policy for remuneration of Directors, KMPs and other employees. The policy also includes performance evaluation of the Board which includes criteria for performance evaluation of the Independent Directors, Non-Executive Directors and Executive Directors. Policy is also displayed on the Company''s website https://www.jayantagro.com The policy is appended as Annexure I forming part of this report.

e) Familiarisation Programme:

The details of programs for familiarisation of Directors with the Company are put up on the website of the Company https://www.jayantagro.com

f) Number of meetings of the Board of Directors:

During the year the Board of Directors met 5 times. The details of the Board Meeting are provided in the Corporate Governance report forming part of this report.

18. Board Committees:

i) Audit Committee:

During the year under review, the Audit Committee of the Company was reconstituted on February 3, 2018 as Mr. Abhay V. Udeshi was appointed as the member of the Committee. As on March 31, 2018, the Audit Committee of the Company comprises of 5 Directors, 4 of which are Independent Directors. All members of Audit Committee are financially literate The members of the Audit Committee as on March 31, 2018 are as under;-

Mr. Jayasinh V. Mariwala	- Chairman
Mr. Vijaykumar Bhandari	- Member
Mr. Deepak V. Bhimani	- Member
Mr. Mukesh C. Khagram	- Member
Mr. Abhay V. Udeshi	- Member

All the recommendations made by the Audit Committee were accepted by the Board.

ii) Stakeholder''s Relationship Committee:

During the year under review, the Stakeholder''s Relationship Committee of the Company was reconstituted on February 3, 2018 as Mr. Abhay V. Udeshi was appointed as the member of the CommitteeThe Stakeholder''s Relationship Committee of the Company comprises of 4 Directors, namely;

Mrs. Sucheta N Shah	- Chairperson
Mr. Abhay V. Udeshi	- Member
Mr. Hemant V. Udeshi	- Member
Dr. Subhash V. Udeshi	- Member

iii) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company comprises of 3 Directors, all are Independent Directors.

Mr. Jayasinh V. Mariwala	- Chairman
Mr. Deepak V. Bhimani	- Member
Mr. Mukesh C. Khagram	- Member

A detailed write up of the above committees is mentioned in the Corporate Governance section of this report.

19. Corporate Social Responsibility ("CSR"):

CSR Committee:

During the year under review. The CSR Committee of the Company was reconstituted on February 3, 2018 as Mr. Abhay V. Udeshi was appointed as the member of the Committee. Mr. Deepak V. Bhimani is the Chairman of the Committee and Mr. Abhay V. Udeshi and Mr. Hemant V. Udeshi are the other members of the Committee.

CSR Policy:

The Board of Directors, based on the recommendations of the CSR Committee, formulated a CSR Policy encompassing the Company''s philosophy for describing its responsibility as a Corporate citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the community at large. CSR Policy is available on web link https://www.jayantagro.com

Initiative undertaken during the Financial Year 2017-18:

The amount required to be spent on CSR activities during the year under report in accordance with the provisions of Section 135 of the Act wasRs.73 Lakhs and the Company had spent Rs.73.85 Lakhs during the current financial year. The requisite details on CSR activities pursuant to Section 135 of the Act is as per Annexure II appended to this Report.

20. Risk Management Policy:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

21. Auditors:

i) Statutory Auditors:

At the 25^th Annual General Meeting held on August 9, 2017 M/s. Vatsaraj & Co., Chartered Accountants, Mumbai (Firm''s Registration no. 111327W) were appointed as Statutory Auditors ofthe Company to hold office from the conclusion of the 25^th Annual General Meeting until the conclusion of the 30^th Annual General Meeting to be held in year 2022, subject to ratification by the Members at every Annual General Meeting on such remuneration as may be fixed by the Board in consultation with the Auditors, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

Auditors Report:

The Report given by M/s. Vatsaraj & Co., Statutory Auditors on the financial statements of the Company for the year 2017-18 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

ii) Cost Auditor:

As per the requirements of Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules, 2014, the Audit of the Cost Accounts relating to Chemical products is being carried out every year The Board of Directors have, based on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai (FRN 00294) to audit the cost accounts of the Company for the financial year 2018-19 from April 1, 2018 to March 31, 2019 on a remuneration as may fixed by the Board in consultation with Cost Auditor. As required under the Act, necessary resolution seeking member''s ratification for the remuneration payable to M/s. Kishore Bhatia & Associates is included in the Notice convening the 26^th Annual General Meeting. The Cost Audit Report for financial year 2016-17 was filed within the due date and report for Financial Year 2017-18 will be filed prescribed timeline.

iii) Internal Auditor :

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with the rules made thereunder, M/s. K. C. Mehta & Co. (Chartered Accountant) conducted the Internal Audit of the Company for the financial year 2017-18. The Audit Committee at its meeting held on May 5, 2018 recommended to the Board the appointment of M/s. T P Ostwal & Associates LLP (Chartered Accountant) as the Internal Auditor of the Company for financial year 2018-19 in place ofM/s. K. C. Mehta & Co. The said proposal for appointment of M/s. T P Ostwal & Associates LLP as the Internal Auditor of the Company was approved by the Board of Directors at its meeting held on the same day.

iv) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. V V Chakradeo & Co., Company Secretaries (C.P No. 1705), to conduct Secretarial Audit for the financial year ended March 31, 2018.

The Secretarial Audit Report for the financial year ended March 31, 2018 issued by M/s. V V Chakradeo & Co., Company Secretaries forms part of this report and is appended as Annexure III

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

22. Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

23. Extract of the Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return as on March 31, 2018 in Form No. MGT-9 is appended as Annexure IV of this report.

24. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars of the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is appended as Annexure V to this Report.

25. Details of establishment of Vigil Mechanism for directors and employees:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as required underListing Regulations, the Company has established a vigil mechanism for directors and employees to report genuine concerns. The details of the Whistle Blower Policy is available in the Corporate Governance report annexed to this report. The Whistle Blower Policy is also uploaded on the website. (https://www.jayantagro.com).

26. Particulars of Employees

The company has 378 employees as on March 31, 2018. In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure VI.

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to all the Members of the Company. Details as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection by Members at the registered office of the Company between 10.00 a.m. to 5.00 p.m. on any working day (Monday to Friday), up to the date of the 26^th Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.

27. Corporate Governance Certificate:

As per Regulation 34 (3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015, a separate section on Corporate Governance practices followed by the Company together with a Certificate from Company''s Statutory Auditor, M/s. Vatsaraj & Co., Chartered Accountants, Mumbai confirming compliance forms an integral part of this report.

28. Directors'' Responsibility Statement:

Based on internal financial control framework put in place by the Company reviews performed by the management, reports provided by the internal, statutory cost and secretarial auditors as well as external agencies as and when required, the Board is of the opinion that the Company observed adequate and effective financial controls during the reporting period.

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that-

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 at the end of the financial year and of the profit of the company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthis Act 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 had laid down internal financial controls (as required by explanation to section 134 (5)(e) of the Companies Act, 2013) be followed by the company and that such internal financial controls are adequate and are operating effectively and

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

29. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future:

There has been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

30. Unclaimed Dividend:

The Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are requested to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2018 are as under-

Financial Year	Type	Unclaimed Dividend Amount as on 31-3-2018 (Rs. in Lakhs)	Due date for transfer to IEPF
2010-2011	Equity	1.53	4-Dec-18
2011-2012	Equity	1.73	2-Dec-19
2012-2013	Equity	2.14	18-Nov-20
2013-2014	Equity(Interim)	2.90	15-May-21
2013-2014	Equity (Final)	0.54	2-Dec-21
2014-2015	Equity	1.18	29-Nov-22
2015-2016	Equity	5.18	19-Nov-23
2016-2017	Equity (1^st Interim)	1.70	28-Sep-23
2016-2017	Equity (2^nd Interim)	1.60	24-Dec-23
2016-2017	Equity (3^rd Interim)	6.31	11-Apr-24
2016-2017	Equity (Final)	0.00	14-Oct-24
2017-2018	Equity(Interim)	1.92	02-Jan-25

31. Transfer of Unpaid/Unclaimed Dividend Amounts to IEPF:

Pursuant to provision of Section 124 and 125 of the Companies Act, 2013, the unclaimed / unpaid Equity Share Dividend for F Y 2009-10 amounting to Rs.1,33,464/- which remained unclaimed for the period of seven years has been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Centra Government. Details of Investor Education and Protection Fund provided on Company''s website https://www.jayantagro. com.

32. Transfer ofShares to Investor Education and Protection Fund:

In Accordance with the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, during the year under review, the Company had transferred 23,970 equity shares of face value of Rs.5 each fully paid up to Investor Education and Protection Fund Account in respect of which dividend remained unclaimed/ unpaid for a period of seven consecutive years or more. Shares which are transferred to the Demat Account of IEPF Authority can be claimed back by the shareholders from IEPF Authority by following the procedure prescribed under the IEPF Rules.

33. Industrial Relations:

The Relations between the Employees and the Management have remained cordial, during the year.

34. Safety and Environment :

Your Company has declared the Safety, Health and Environment Policy and continued their commitments towards safety and environment. The Committee formed for the purpose of safety and environments have continued to educate and motivate the employees on various aspects on safety and environment through training program and seminars

During the year following safety program were held on the dates mentioned therein.

Fire Safety week:	14^th - 20^th April
Safety week:	4^th March - 10^th March
Environment Day:	5^th June

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms. The Factories are BS OHSAS 18001:2007 certified.

35. Insurance:

The properties and insurable interest of your Company like Building, Plant and Machinery Stocks, etc. are properly insured.

36. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013:

The Company has in place a Code on Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Bankers, Authorities of Government such as Ministry of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli Panchayat. Also, we would like to thank our employees for their hard work and shareholders for their continued faith and support.

For and on behalf of the Board of Directors

Place: Mumbai, Abhay V. Udeshi

Date: May 30, 2018 Chairman

Mar 31, 2017

Dear Shareholders,

The Directors are pleased to present the Twenty - Fifth (25^th)Annual Report for the financial year ended March 31, 2017 along with the Audited Financial Statement and the Auditor''s Report.

1. Financial Results: (Rs. in Lacs)

Particulars	Standalone		Consolidated
Particulars	March 31, 2017	March 31, 2016	March 31, 2017	March 31, 2016
Revenue from operations and other income	66,074.75	56,493.71	1,66,635.45	1,37,985.34
Profit before Depreciation & Amortization Expenses, Finance Costs and Tax	8,736.97	5,218.18	12,794.30	7,743.91
Less: Depreciation, and Amortization Expenses	780.00	872.93	1,137.82	1,157.76
Profit before Finance cost and Tax	7,956.97	4,345.25	11,656.48	6,586.15
Less: Finance Cost	1,248.47	1,162.14	3,193.85	2,807.37
Profit before Tax	6,708.50	3,183.11	8,462.63	3,778.78
Less: Provision for Tax	2,227.18	1,060.87	2,881.35	1,296.58
Add: MAT Credit Entitlement of earlier years	43.70	37.83	55.22	37.83
Profit for the year before minority interest	4,525.02	2,160.07	5,636.50	2,520.03
Less: Minority Interest	-	-	279.40	91.64
Profit After Tax	4,525.02	2,160.07	5,357.10	2,428.39
Add: Profit brought forward from the previous year	13,041.46	11,558.40	16,120.71	13,289.55
Profit available for appropriation, which is appropriated as follows:	17,566.48	13,718.47	14,363.91	12,612.53
Appropriations:
Interim Dividend	1125.00	--	1,302.10	--
Proposed Dividend	187.50	562.50	187.50	562.50
Dividend Distribution Tax	231.14	114.51	267.20	114.51
Transferred to General Reserve	-	-	-	-
Balance carried to Balance Sheet	16,022.84	13,041.46	14,363.91	12,612.53
Total	17,566.48	13,718.47	16,120.71	13,289.55
Earnings per share(EPS) (Face Value of shares Rs.5/-)	30.17	14.40	35.71	16.19

2. Overview of Financial Performance:

The Annual Report includes the Consolidated Financial Statements of the Company which include the results of the Company''s subsidiaries; viz. Ihsedu Agrochem Private Limited, Ihsedu Itoh Green Chemicals Marketing Private Limited and Ihsedu Coreagri Services Private Limited and its share in the Associate Company Vithal Castor Polyols Private Limited. The Standalone Financial results for the year show a Total Income from operation of Rs.65,642.77 Lacs compared to Rs.56,178.63 Lacs and standalone Net Profit after tax of Rs.4,525.02 Lacs as compared to Rs.2,160.08 Lacs in the previous year and the Consolidated Financial results for the year show Total Income from operation of Rs.1,66,254.26 Lacs compared to Rs.1,37,545.25 Lacs and Consolidated Net Profit after tax of Rs.5,357.11 Lacs compared to Rs.2428.39 Lacs in the previous year.

3. Dividend:

During the year under review three interim dividends of Rs. 1.25 (25%), 1.25 (25%) and 5 (100%) each per share on 15,000,000 equity share of Rs.5/- each was paid by the Board of Directors of the Company. The Board of Directors is now pleased to recommend a final dividend of Rs. 1.25 (25%) per share on the paid up equity share capital of the Company for consideration and approval of the shareholders at the annual general meeting. With this, the total dividend for the entire year sums out to Rs. 8.75 per share (175%). The equity dividend outgo for the financial year 2016-17, inclusive of tax on distributed profits (after reducing the tax on distributed profits of Rs.36.05 Lacs on the dividend received from the subsidiary during the current Financial Year) would be Rs.1544 Lacs.

4. Transfer to Reserve:

Your Directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2017

5. Bonus Issue of Shares:

In view of the Silver Jubilee Year, The Board of Directors at their meeting held on June 16, 2017 have decided to reward the shareholders by issuing Bonus Shares in the proportion of 1 (one) Bonus Equity Share of Rs.5/- (Rupees five) each fully paid-up for every 1 (one) existing Equity Share of Rs.5/- (Rupees five) each of the Company held by the members on the Record Date to be fixed by the Board / Committee. For issuing the Bonus Shares, your Company is seeking approval of the members through Postal Ballot / e-voting. The Record Date for the issue of Bonus Shares will be fixed by the Board of Directors or Committee thereof after approval of members is obtained through Postal Ballot / e-voting.

6. Change in Nature of Business:

There were no material changes in the nature of business of the Company during the year under review.

7. State of Companyâs Affair:

In order to avoid duplication and for the sake of better understanding this topic is discussed in the management discussions and analysis.

8. Credit Rating:

During the under review CRISIL Limited had upgraded ratings on you Company as follows:

Facility	Previous Rating	Upgraded Rating
Long Term Debt Rating	CRISIL BBB / Positive	CRISIL A- / Stable
Short Term Debt Rating	CRISIL A2	CRISIL A2

9. Management''s Discussion and Analysis:

(a) Industry Structure and Developments and impact on the Company and its performance:

The demand for castor oil and its products improved after witnessing some reaction to the crude oil prices in the previous year The fall in castor seed prices and reduction in volatility contributed to the rebound in demand, even as the industry started to reconcile with the lower crude prices and focused on complementary and noncompeting products.

The industry environment was more stable with the ebbing of volatility in the castor seed prices. The futures contract for castor seeds was not re-introduced till January 2017. In absence of the futures market the prices for castor seeds were more subdued and the speculative activity was almost absent. The margin for the industry normalized in this benign environment.

In January, 2017, the castor futures contract was reintroduced under the watchful eyes of SEBI on NCDEX. The move resulted in an immediate spike in the castor seed prices. SEBI has been monitoring the contract to ensure that sanctity of the contract. The depressed prices in the previous year had pushed castor seeds prices to an unattractive level for the farmers who shifted to other oil seeds and pulses. The crop for the season of 2016-17 is the lowest since 2010 and has been estimated at around 1 million tons against the previous season''s crop of 1.4 million tons. However the carry forward of the previous year''s crop is likely to offset some of the demand-supply gap. This also means that the year 2018 (Crop season 2017-18) is likely to start without any carry forward or buffer stocks. Your company believes that ample availability of castor seeds at stable and competitive prices will be essential for the future growth of the industry. We are confident that like in the past the Indian farmers will rise to the challenges to meet the global requirements for castor seeds.

Although the demand for sebacic acid was better than 2015-16, the growth in the demand for sebacic acid remains subdued and no longer witnesses the rapid growth it saw in the first decade of the millennium century. China continues to dominate the sebacic acid industry. Your company continues to make effort to improve its capacity utilization and gain a foothold in an industry dominated by China.

Your company has invested in an Indo-Japanese-Korean joint venture, Vithal Castor Polyols Pvt. Ltd. (VCP). VCP''s products directly compete with petroleum based polyols due to which it is facing challenges in capacity utilization and will result in a longer gestation period for the investment. The product mix is being realigned to adjust to the market conditions.

The demand for castor oil based products continues to see a stable growth across the world except China, where a moderation in demand is being witnessed. In the current scenario India should be able to satisfy the world demand. Your company will be keeping a close watch on the monsoon and sowing data.

(b) Opportunities & Threats:

With more than 80% of your Company''s production being exported, the state of the world economy, besides other industrial and scientific developments has an important bearing on its growth.

Environment being a major concern, the search for green products is likely to intensify in the future. Castor Oil being a natural, organic, renewable and bio-degradable product is gaining importance as a green product. With improved irrigation, better quality inputs and scientific farming there is a substantial scope to improve yields per hectare of castor seeds. Besides due to its unique chemical structure, it finds myriad applications in virtually every industry be it agriculture, lubricants, paints, inks, surface coatings, pharmaceuticals, food, engineering plastics, cosmetics, perfumeries, electrical, rubber and so on. Your company continues to endeavor to tap these opportunities by focusing on Research & Development and investing in new capacities, new technologies, new applications, and new products.

Castor Seeds continue to be a volatile raw material in terms of its price. Being an agricultural product, it depends on the rainfall and weather conditions prevailing in the area of castor growing States in the country, though it is a sturdy crop. The limited size of the crop makes it susceptible to speculation and wild gyration in prices. To mitigate the effect of uncertain whether the Company has laid down parameters for inventory management. The Company has proper mechanism in place to immediately respond to any unforeseen eventualities. The Company is also cultivating hybrid seeds to improve the productivity of commercial Castor Seeds.

Your company has through, "Kalyan Foundation", an trust with whom your company is associated along with its subsidiary Ihsedu Agrochem Pvt. Ltd, in conjunction with progressive farmers developed model farms for the education and development of the castor industry wherein the farms have achieved a yield of over 6 tons per hectare, which is 3 to 4 times the average yields. It is both the vision and the mission of your company to carry this productivity program developed at our agricultural universities making castor seeds farming sustainable and profitable for the farmers.

The Company is organized into three business segments

- Castor Oil, Derivatives and Power Generation.

(d) Outlook:

(e) Risks and Concerns:

The Company''s products are used across geographies in a variety of industries, thereby to a great extent, mitigating the risks associated with demand for its products on a long-term basis. The price behavior of raw material depends on the weather pattern in the castor growing regions, the impact of El Nino on monsoon in these regions, global demand and inventory and prices of other oils including Crude Oil and therefore can be volatile as well as unpredictable. The Company is closely watching the development of factors affecting the castor seed prices.

The Company restricts its exposure to the price fluctuation of raw materials by limiting its unhedged exposure.

With the business of the Company growing steadily and demand for trained and experienced manpower in excess of the supply the risk of managing the people is very big. The Company has to retain its existing trained workforce and also attract new talent for its different operations. To improve the performance of the staff at work; various refresher training courses are organized to update their knowledge with the latest technologies and management ideas.

The Company has focused its efforts on marketing and introducing new products thereby mitigating to a certain extent, the effect of recession / slowdown in the industry

Unrestricted speculation and high volatility due to trading in commodity exchange could have a negative effect on the growth of the industry

Your Company has been engaged in several legal cases in connection with or incidental to its business operations. These include service, excise and customs cases, etc. filed by and against the Company. These cases are being pursued with due importance and in consultation with legal experts in the respective areas. Your Board believes that the outcome of these cases is unlikely to cause a material adverse effect on the company''s profitability or business performance.

Your Company has a contingent liability of Rs.170.27 Lacs as on March 31, 2017 Attention of the shareholders is drawn to the explanations mentioned in point no. 32 of the Notes to Financial statements forming integral part of the balance sheet as on March 31, 2017. In view of the present status and based on legal advice received, your Board of Directors are of the opinion that no provision is required to be made against these contingent liabilities as of now.

Forward Looking Statement:

This report contains forward looking statements that are based on our current expectations, assumptions, estimates and projections. We have tried, wherever possible to identify such statements by using words such as anticipates, estimates, expects, plans, believes and words of similar substance in connection with any discussion of future performance. Stakeholders are urged to pay careful attention to the risk factors described in this report. One or more of these risks could have an adverse effect on the Company or its group Companies activities, conditions, financial results. Furthermore, other risks not yet identified or considered as not material by the group could have the same adverse effect. All the forward looking statement included in this report are based on information available to us on the date of issue of this report. The Company do not undertake to update the said statements to reflect the future events or circumstances unless required under the statue.

Awards and Recognition:

Your Company and its subsidiary Ihsedu Agrochem Private Limited were awarded with the "Award of Excellency" and "Trishul Award" respectively, by CHEMEXCIL (Basic Chemicals Pharmaceuticals & Cosmetics Export promotion council) for the outstanding export performance for the year 2015-16.

There has been no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

11. Highlights of the Performance / Financial Position of each of subsidiaries / associates /joint venture companies as included in the consolidated financial statements: The Company (including its subsidiaries and associates) operates in three segments: 1. Consolidated Results :

The consolidated turnover of the Company has been Rs.1,66,635.45 Lacs against Rs.1,37,545.25 Lacs in the previous year. The EBDITA was Rs.12,794.30 Lacs current year and Rs.7,743.91 Lacs for the previous year. Depreciation has been computed in accordance with the Companies Act, 2013 and the estimate of the useful life is made by the management and certified by a Chartered Engineer

2. Derivatives:

The turnover of the derivatives has been Rs.64,716.09 Lacs against Rs.53,859.27 Lacs in the previous year. The EBDITA has increased to Rs.8,146.96 Lacs to Rs.4,714.47 lacs.

3. Castor Oil:

The operation of castor oil are mainly carried out in Ihsedu Agrochem Pvt. Ltd and have been discussed thereunder.

4. Power:

The company has installed wind turbines of 2.4 MW and 0.8 MW in Jayant Agro-Organics Ltd and Ihsedu Agrochem Pvt. Ltd. respectively.

The performance of the power segment has been steady with the EBIDTA at Rs.250.31 Lacs

Your directors are pleased to inform that nearly 50% of the electricity at the Ranoli unit and 10% of the power requirement at the crushing plant in Jagana, Palanpur is met by green energy produced from the wind mills.

We would also like to state that more than 95% of the steam requirement is met by using own product De-oiled Cake, making your company an environment friendly manufacturer of environmentally friendly products.

Subsidiary Companies:

Ihsedu Agrochem Pvt Ltd (IAPL):

During the year under review, IAPL a material subsidiary of the Company achieved a turnover of Rs.114,680.34 Lacs as compared to Rs.87,591.52 Lacs in the previous year The Profit after tax stood at Rs.1,112.08 Lacs as against profit of Rs.351.11 Lacs in the previous year

Ihsedu Coreagri Services Pvt Ltd (ICAS):

During the year under review, ICAS a subsidiary of the Company incurred loss of Rs.3.47 Lacs as against Loss of Rs.3.33 Lacs in the previous year

Ihsedu Itoh Green Chemicals Marketing Pvt. Ltd (IIGCM):

During the year under review, IIGCM achieved a turnover of Rs.16.95 Lacs as compared to Rs.22.50 Lacs in the previous year The profit after tax was Rs.6.21 Lacs against profit after tax of Rs.10.53 Lacs in the previous year

Associate Company:

Vithal Castor Polyols Pvt Ltd (VCP):

The Policy on material subsidiary is available on weblink https://www.jayantagro.com/investor/corporate-announcements/6/.

The audited accounts of the subsidiary companies are placed on the Company''s website and the same are open for inspection by any member at the Registered Office of the Company on any working day between 10.00 a.m. to 5.00 p.m. except Saturday.

12. Research and Development (R & D):

The Companies in-house Research and Development received the renewal of recognition from the Department of Scientific & Industrial Research (DSIR), Government of India, up to March 31, 2019. The R&D continues its focus on Castor

Oil based products for use in wide-range of applications viz. Coatings, Polymers, Sealants, Adhesives, Polyurethane foams, Cosmetics, Lubricants, etc. The R & D also is improving the quality of existing products by increasing the purities whereby these products will have openings in new applications. The R&D is also closely working with the production to improve the processes leading to higher yields & efficiencies. Your Company is also working on the development of Castor Seed hybrids and Castor cake derived organic fertilizers for various crops.

13. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

14. Deposits:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

15. Particulars of loans, guarantees or investments under section 186:

Particulars of loans given, investments made, guarantees given and securities provided by the Company as on March 31, 2017 are given in the notes 10 & 11 forming part of the financial statement.

16. Particulars of contracts or arrangements with related parties:

All Related Party Transactions that were entered into during the financial year 2016-17 were on arm''s length basis and in ordinary course of business. There are no materially significant related party transactions made by the Company during the year. All the Related Party Transactions are placed before the Audit Committee and also the Board for approval. A policy on Related Party Transactions is uploaded on the Company''s website and can be accessed through the weblink https://www. jayantagro.com/investor/corporate-announcements/6/.

The particulars of Contracts and Arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013 as prescribed in Form AOC-2 is not applicable.

17. Key Managerial Personnel and Directors:

a) Changes, in Directors and Key Managerial Personnel ("KMP"):

Key Managerial Personnel (KMP):

In accordance with the provisions of section 203 of the Companies Act, 2013, the following are designated as the Key Managerial Persons (KMP) of the Company:

Name of KMP''s	Designation
Mr Abhay V. Udeshi	Chairman & Whole - Time Director
Mr Hemant V. Udeshi	Managing Director
Dr Subhash V. Udeshi	Whole - Time Director
Mr Varun A. Udeshi	Whole - Time Director
Mr Vikram V. Udeshi	Chief Financial Officer
Mr Dinesh M. Kapadia	Company Secretary

There has been no change in the KMP''s during the year under review.

Directors:

As per the provisions of the Companies Act, 2013, Mr. Varun A. Udeshi retires by rotation at the ensuing

Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his reappointment.

b) Declaration of Independence:

c) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the rules made there under, Regulation 17(10) of the Listing Regulations and the Circular issued by SEBI dated January 5, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the Annual Performance of the Directors/ Board/ Committees was carried out for the financial year 2016-17.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.

d) Policy on Directors'' Appointment and Remuneration:

The Company has devised a Policy for remuneration for the Directors, KMPs and other employees. The policy also includes performance evaluation of the Board which includes criteria for performance evaluation of the Independent Directors, Non-Executive Directors and Executive Directors. Policy is also displayed on the Company''s website under the weblink https://www.jayantagro.com/ investor/corporate-announcements/6/

e) Familiarization Programme:

The details of programs for familiarization of Directors with the Company are put up on the website of the Company https://www.jayantagro.com/investor/corporate-announcements/6/

f) Number of meetings of the Board of Directors:

During the year the Board of Directors met 4 times. The details of the Board Meeting are provided in the Corporate Governance report on page no. 36

18. Board Committees:

i) Audit Committee:

The Audit Committee of the Company comprises of 5 Directors, 4 of which are Independent Directors. The members of the Audit Committee are:-

Mr Jayasinh V Mariwala	- Chairman
Mr Vijaykumar Bhandari	- Member
Mr Deepak V. Bhimani	- Member
Mr Mukesh C Khagram	- Member
Mr Abhay V. Udeshi	- Member

All the recommendations made by the Audit Committee were accepted by the Board.

ii) Stakeholder''s Relationship Committee:

The Stakeholder''s Relationship Committee of the Company comprises of 4 Directors, namely;

Mrs. Sucheta N Shah	- Chairperson
Mr. Abhay V. Udeshi	- Member
Mr. Hemant V. Udeshi	- Member
Dr. Subhash V. Udeshi	- Member

iii) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company comprises of 3 Directors, all are Independent Directors.

Mr. Jayasinh V. Mariwala	-	Chairman
Mr. Deepak V. Bhimani	-	Member
Mr. Mukesh C. Khagram	-	Member

A detailed write up of the above committees is mentioned in the Corporate Governance section of this report. The Nomination and Remuneration Policy is appended as Annexure I to this Report

19. Corporate Social Responsibility ("CSR"):

CSR Committee:

Pursuant to the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee. Mr. Deepak V. Bhimani is the Chairman of the Committee and Mr. Abhay V. Udeshi and Mr. Hemant V. Udeshi are the other members of the Committee.

CSR Policy:

The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing the Company''s philosophy for describing its responsibility as a Corporate citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the community at large CSR Policy is available on web link https://www.jayantagro.com/investor/ corporate-announcements/6/

Initiative undertaken during the Financial Year 2016-17:

The amount required to be spent on CSR activities during the year under review in accordance with the provisions of Section 135 of the Act was Rs.49.00 Lacs and the Company had spent Rs.51.81 Lacs during the current financial year. The requisite details on CSR activities pursuant to Section 135 of the Act is appended as Annexure II to this Report.

20. Risk Management Policy:

The Company has a robust Risk Management framework to identify evaluate business risks and opportunities. This framework seeks to create transparency minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

21. Auditors:

i) Statutory Auditors:

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. T P Ostwal & Associ ates LLP Chartered Accountants, Mumbai, (Firm Regn. No. 124444W/ W100150), as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company. The Board of Directors of the Company at their meeting held on June 16, 2017, on the recommendation of the Audit Committee, have made its recommendation for appointment of M/s. Vatsaraj & Co. LLP Chartered Accountants (ICAI Registration No-111327W), as the Statutory Auditors of the Company subject to the approval by the Members at the 25^th Annual General Meeting of the Company for an initial term of 5 years. Accordingly, a resolution, proposing appointment of M/s. Vatsaraj & Co., Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 25^th Annual General Meeting till the conclusion of 30^th Annual General Meeting of the Company subject to ratification of their appointment by the members at every Annual General Meeting and fix their remuneration, pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice of the 25^th Annual General Meeting of the Company. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under

Auditors Report:

The Report given by M/s. T P Ostwal & Associates LLP, Statutory Auditors on the financial statement of the Company for the year 2016-17 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

ii) Cost Auditor:

18 from April 1, 2017 to March 31, 2018 on a remuneration as may fixed by the Board in consultation with Cost Auditor As required under the Act, necessary resolution seeking member''s ratification for the remuneration payable to M/s. Kishore Bhatia & Associates is included in the Notice convening the 25^th Annual General Meeting. The Cost Audit Report in respect of Financial Year 2016-17 will be filed within stipulated time.

iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board had appointed M/s. V V Chakradeo & Co., Company Secretaries (C.P. No. 1705), to conduct Secretarial Audit for the financial year ended March 31, 2017.

The Secretarial Audit Report for the financial year ended March 31, 2017 issued by M/s. V V Chakradeo

& Co., Company Secretaries forms part of this report as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

22. Extract of the Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return as on March 31, 2017 in Form No. MGT-9 is attached herewith as Annexure IV and forms part of this report.

23. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars of the conservation of energy technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure V to this Report.

24. Details of establishment of Vigil Mechanism for directors and employees:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as required under the Listing Regulations, the Company has established a vigil mechanism for directors and employees to report genuine concerns. The details of the Whistle Blower Policy is available in the Corporate Governance report annexed to this report. The Whistle Blower Policy is also uploaded on the website of the Company.

25. Particulars of Employees

The Company has 367 Employees as on March 31, 2017. In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure VI.

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to all the Members of the Company. Details as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection by Members at the registered office of the Company Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.

26. Corporate Governance Certificate:

As per Regulation. 34 (3) read with Schedule V of the Listing Regulations a separate section on Corporate Governance practices followed by the Company together with a Certificate from Company''s Statutory Auditor, M/s. T P Ostwal & Associates LLP Chartered Accountants, Mumbai confirming compliance forms an integral part of this report.

27. Directors'' Responsibility Statement:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm thatâ

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

(e) The Directors had laid down internal financial controls (as required by explanation to section 134 (5) (e) of the Companies Act, 2013) be followed by the company and that such internal financial controls are adequate and are operating effectively

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

28. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future:

There has been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

29. Transfer of Unpaid/Unclaimed Dividend Amounts to IEPF:

Pursuant to provision of Section 124 and 125 of the Companies Act, 2013, the unclaimed / unpaid Equity Share Dividend for financial year 2008 - 09 amounting to Rs.3,08,390/- which remained unclaimed for the period of seven years has been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. Details of Investor Education and Protection Fund provided on Company''s website under the web link https://www. jayantagro.com/investor/unclaimed-dividend/5/

30. Unclaimed Dividend:

The Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are required to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2017 is as under-

Financial Year	Type	Unclaimed Dividend Amount as on 31-3-2017 (Rs. in lacs)	Due date for transfer to IEPF
2009-2010	Equity	1.36	23-Nov-17
2010-2011	Equity	1.60	4-Dec-18
2011-2012	Equity	1.81	2-Dec-19
2012-2013	Equity	2.22	18-Nov-20
2013-2014	Equity (Interim)	2.97	15-May-21
2013-2014	Equity (Final)	0.56	2-Dec-21
2014-2015	Equity	1.24	29-Nov-22
2015-2016	Equity	5.29	19-Nov-23
2016-2017	Equity (1^st Interim)	1.75	28-Sep-23
2016-2017	Equity (2^nd Interim)	1.67	24-Dec-23
2016-2017	Equity (3^rd Interim)	0.00	11-Apr-24

31. Transfer of Shares to Investor Education and Protection Fund:

During the year under review, the Ministry of Corporate Affairs (MCA) notified the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 which directed inter alia specifies the procedure, timeline and the manner in which shares are to be transfer to IEPF fund in respect of the dividend which remained unclaimed/ unpaid for a period of seven consecutive years. In compliance of the said rules the Company has published notice on newspaper and has sent individual notice to the concerned shareholders. However MCA extended the timeline for Transfer of Shares to the IEPF till May 31, 2017 by virtue of modification to the rules dated February 28, 2017. The said extension was also duly communicated by the Company to its shareholders through news paper advertisement on the May 16, 2017, the MCA, further issued a circular and has informed that the said IEPF rules stands withdrawn and that fresh instructions on the same would be issued later Subsequent to this, the MCA vide its circular dated May 29, 2017 reaffirmed the due date for transfer of share to IEPF as May 31, 2017.

In view of the above direction, the Company will initiate the required steps for transferring the shares with IEPF authority.

32. Industrial Relations:

The Relations between the Employees and the Management have remained cordial, during the year

33. Safety and Environment :

Your Company has declared the Safety Health and Environment Policy and continued their commitments towards safety and environment. The Committee formed for the purpose of safety and environments have continued to educate and motivate the employees on various aspects on safety and environment through training program and seminars.

During the year following safety program were held on the dates mentioned therein.

Fire Safety week:	14^th - 20^th April
Safety week:	4^th March - 10^th March
Environment Day:	5^th June

I he Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms. The Factories are BS OHSAS 18001:2007 certified.

34. Insurance:

The properties and insurable interest of your Company like Building, Plant and Machinery, Stocks, etc are properly insured.

35. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013:

36. Acknowledgement:

For and on behalf of the Board of Directors

Place: Mumbai, Abhay V. Udeshi

Date: June 16, 2017 Chairman

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty-second Annual Report along with the Audited Statement of Accounts and Auditors'' Report for the year ended March 31, 2014

FINANCIAL RESULTS:

'' In Lacs

Particulars 2013-2014 2012-2013

Revenue from operations and other income 67,518.40 122,821.24

Profit before Depreciation & Amortisation Expenses, Finance Cost and Tax 7,826.13 7,438.26

Less: Depreciation and Amortisation Expenses 974.79 910.04

Profit before Finance Cost and Tax 6,851.34 6,528.22

Less: Finance Cost 2,172.20 2,720.52

Profit before Tax 4,679.14 3,807.70

Less: Provision for Tax 947.53 1,034.48

Profit After Tax 3,731.61 2,773.22

Add: Profit brought forward from the previous year 7,733.67 5,597.95

Profit available for appropriation, which is appropriated as follows: 11,465.28 8,371.17

Appropriations:

Interim Dividend 375.00 --

Proposed Dividend 75.00 337.50

Dividend Distribution Tax 8.07 --

Transferred to General Reserve 400.00 300.00

Balance carried to Balance Sheet 10,607.21 7,733.67

Total 11,465.28 8,371.17

Earnings per share(EPS) (Face Value of shares Rs. 5/-) 24.88 18.49

DIVIDEND:

Your Company paid an interim dividend of '' 2.50 per share on 15,000,000 Equity Shares of nominal value of '' 5/- each aggregating to '' 375.00 lacs in the month of March 2014. The Board has recommended a dividend of 50 paise per share on 15,000,000 Equity Shares of nominal value of '' 5/- each, amounting to '' 0.75 lacs and the total outgo, including dividend distribution tax, will be '' 83.07 lacs

TRANSFER TO RESERVE:

The Company proposes to transfer '' 400.00 lacs to the General Reserve Account out of the amount available to appropriations and an amount of '' 10,607.21 lacs is proposed to be retained in the Profit & Loss Account.

BUSINESS PERFORMANCE:

Your Company''s sales turnover during the year under report was '' 65,281.41 lacs against the sales of '' 122,379.71 lacs during the previous year, a decrease of 46.66 %. The Profit after tax (including one time dividend received from Ihsedu Agrochem Pvt. Ltd.) was '' 3,731.60 lacs as compared to '' 2,773.22 lacs. Profit on consolidated basis increased from '' 3,624.18 lacs to '' 4,058.59 lacs. (increase by 12%).

BUSINESS PROSPECTS:

The uncertainty of monsoon is a key concern for the castor seed crop. The impact of El- Nino and threat of drought is still a concern in many states. The rainfall in the castor growing region of Banaskantha is way below its average at this moment. The castor oil industry will be keenly watching the development of the monsoon in the key castor seeds growing region. The demand of castor oil in China is subdued due to fall in international demand for Sebacic Acid. This, along with the estimates of the crop will be watched closely by the industry to estimate the demand- supply position of Castor Seeds.

Your Company has invested in the Sebacic Acid manufacturing plant. However, due to a global slump in demand the Company''s Sebacic Acid plant utilization has been curtailed. Your Company is keenly watching the development in Sebacic Acid consumption and expects a meaningful recovery and growth in Sebacic Acid demand in near future.

JOINT VENTURES:

During the year under review, your Company has entered into a Joint Ventures with Arkema, Asie SAS a global chemical company and the largest consumer of Castor Oil, who have invested to take a stake of 24.9% in our subsidiary Ihsedu Agrochem Pvt. Ltd thereby bringing down Jayant Agro-Organics Ltd. stake to 75.1%. This joint venture will help your Company to further strategically align and consolidate its position in the castor oil market as a leading, consistent and reliable supplier in the global castor oil market.

During the year under review, your Company also formed another Joint Venture, Vithal Castor Polyols Pvt. Ltd. Equity Participation of Jayant Agro-Organics Ltd - (50%) with Mitsui Chemicals Inc., Japan (40%) and Itoh Oil Chemicals Co. Ltd., Japan (10%). The company will focus on manufacturing green chemicals.

RESEARCH & DEVELOPMENT:

The Company''s R & D will now be carried out on three times the floor area, with the shifting of the Administrative Office to Lower Parel. It is anticipated that the R & D activity will be accelerated and many new products will be made ready for commercialization through Company''s production and marketing activities. As you are aware, the Company''s R & D is focused on the development of castor-based value-added products, together with process improvements and application development. These activities will result in increasing the product margins, improving the product quality, reducing wastages and improving sustainability. The products under development have diverse applications in cosmetics, plastics, lubricants, food, polymers, coatings, inks, sealants, agrochemicals, pharmaceuticals, etc.

SAFETY AND ENVIRONMENT:

Your Company has declared the Safety, Health and Environment Policy and continued their commitments towards safety and environment. The Committees formed for the purpose of safety and environments have continued to educate and motivate the employees on various aspects on safety and environment through training program and seminars.

During the year following safety program where held on the dates mentioned therein.

On site / off site Emergency Plan 03.04.2013

Fire Safety Day 20.04.2013

First Aid Training 17.12.2013

Safety Day Program 11.03.2014

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms.The Ranoli Unit has achieved the ISO 14001 certification.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company, as has always been aware of its responsibilities as a socially responsible Corporate, making investments in health, safety and environment management. Your Company is in the process of further strengthening in effectively utilizing its current resources.

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee comprising of Directors viz. Mr. Deepak V. Bhimani Chairman, Mr. Abhay V. Udeshi and Mr. Hemant V. Udeshi as its members.

DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, Dr. Subhash V. Udeshi retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Company had, pursuant to the provisions of clause 49 of the Listing Agreement entered into with Stock Exchanges, appointed Mr. Jayasinh V. Mariwala, Mr. Deepak V. Bhimani, Mr. Vijay Kumar Bhandari and Mr. Mukesh C. Khagram as an Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is require to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

In order to comply with Section 152 of the Companies Act, 2013, Dr. Subhash V. Udeshi and Mr. Abhay V. Udeshi, Whole-time Directors have been classified as Directors liable to retire by rotation, subject to shareholders approval at the ensuing Annual General Meeting.

SUBSIDIARY COMPANIES:

The Ministry of Corporate Affairs (MCA), vide its Circular No. 2/2011 dated February 8, 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, subject to certain conditions being fulfilled by the Company from attaching the Balance Sheet of the Subsidiary Companies to the Balance Sheet of the Company without making an application for exemption. Accordingly, the Balance Sheet, the statement of Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. We have given the required information on Subsidiary Companies in this Annual Report. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will be uploaded on the Company''s Website viz. www.jayantagro. com and will also be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

PERFORMANCE OF SUBSIDIARY COMPANIES:

Ihsedu Agrochem Pvt. Limited (IAPL)

During the year under review, IAPL a subsidiary of the Company, achieved a turnover of '' 93,137.51 lacs as compared to ''88,371.96 lacs in the previous year. The profit after tax is '' 321.80 lacs against '' 852.58 lacs in the previous year.

During the year ended March 31, 2014, IAPL has declared an Interim Dividend of '' 27.28 per equity shares and Final Dividend of 50 paise per equity share of '' 10/- each.

Ihsedu Coreagri Services Pvt. Limited ( ICAS)

During the year under review, ICAS a wholly owned subsidiary of the Company achieved a turnover of '' 126.33 lacs as compared to '' 71.10 lacs in the previous year. The loss for the year is '' 2.95 lacs against loss of '' 7.34 lacs in the previous year.

Ihsedu Itoh Green Chemicals Marketing Pvt. Limited (IIGCM)

During the year under review, IIGCM a subsidiary of the Company achieved a turnover of '' 8.25 lacs as compared to '' 5.97 lacs in the previous year. The profit after tax is '' 8.12 lacs against profit of '' 5.72 lacs in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standard 21 prescribed by the Institute of Chartered Accountants of India, in this regard.

RE-APPOINTMENT OF AUDITORS:

M/s. T.P. Ostwal & Associates, Chartered Accountants, (Firm Registration No. 124444W) who are the Statutory Auditors of the Company hold office till the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to re-appoint M/s. T P Ostwal & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the Twenty-fifth Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting.

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

COST AUDIT:

The Board of Directors of the Company appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditor of the Company for the year ended March 31, 2014. The Audit report of the cost accounts of the Company for the year ended March 31, 2014 will be submitted to the Central Government in due course.

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

The particulars required under 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 are annexed to this Report as Annexure "A".

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

As required under the Listing Agreement with the Stock Exchanges, reports on Corporate Governance as well as Management Discussion and Analysis are attached and forms part of the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

It is hereby confirmed, pursuant to Section 217 (2AA) of the Companies Act, 1956:-

i) that in the preparation of the annual accounts, for the year 2013-2014 the applicable Accounting Standards have been followed and there are no material departures;

ii) that the Directors had 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, 2014, and the profit of the Company for the said financial year;

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

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

FIXED DEPOSITS :

The Company has not accepted any fixed deposits during the year under review.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205 A (5) of the Companies Act, 1956, the Preference Dividend for F.Y.

2005-06 amounting to '' 24,609.00 and Equity Dividend for F.Y. 2005-06 amounting to '' 2,41,983.00 which remained unclaimed for the period of seven years has been transferred by the Company on November 26, 2013 to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to Section 205 C of the said Act.

UNCLAIMED DIVIDEND:

In terms of Sections 205A and 205C of the Companies Act, 1956, the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are required to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2014 is as under:

INDUSTRIAL RELATIONS:

The Relations between the Employees and the Management have remained cordial during the year.

INSURANCE:

The properties and insurable risks of your Company like Building, Plant and Machinery, Stocks etc. are adequately insured.

PERSONNEL:

No employee of the Company is in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Central Bank of India, State Bank of India, Kotak Mahindra Bank Ltd, Oriental Bank of Commerce, and ICICI Bank Ltd, Ministry of Commerce & Industry, Government of India, State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli & Dhanora Panchayat. Also, we would like to thank our employees for their hardwork and shareholders for their continued faith and support.

For and on behalf of the Board of Directors

Place: Mumbai, ABHAY V. UDESHI

Date: July 5, 2014 CHAIRMAN

Mar 31, 2013

The Directors are pleased to present the Twenty first Annual Report along with the Audited Statement of Accounts and Auditors'' Report for the year ended March 31, 2013.

FINANCIAL RESULTS:

(Rs.in lacs)

Particulars 2012-2013 2011-2012

Revenue from operations and other income 122,821.24 166,834.18

Profit before Depreciation & Amortisation Expenses,

Finance Costs and Tax 7,438.26 6,861.73

Less: Depreciation and Amortisation Expenses 910.04 448.03

Profit before Finance Costs and Tax 6,528.22 6,413.70

Less: Finance Costs 2,720.52 3,104.16

Profit before Tax 3,807.70 3,309.54

Less: Provision for Tax 1,034.48 1,112.02

Profit After Tax 2,773.22 2,197.52

Add: Profit brought forward from the previous year 5,597.95 3,946.80

Profit available for appropriation, which is appropriated as follows: 8,371.17 6,144.32

Appropriations:

Proposed Dividend 337.50 300.00

Corporate Dividend Tax on Proposed Dividend 26.37

Transferred to General Reserve 300.00 220.00

Balance carried to Balance Sheet 7,733.67 5,597.95

Total 8,371.17 6,144.32

Earnings per share(EPS) (Face Value of shares ?5/-) 18.49 14.65

DIVIDEND:

The Board has recommended a Dividend of ?2.25 per share on 15,000,000 Equity Shares of nominal value of ?5/- each, amounting to ?337.50 lacs .

TRANSFER TO RESERVE:

The Company proposes to transfer ?300.00 lacs to the General Reserve Account out of the amount available to appropriations and an amount of 7,733.67 lacs is proposed to be retained in the Profit & Loss Account.

BUSINESS PERFORMANCE:

Your Company''s Sales turnover during the year under report was ? 122,379.71 lacs against? 166,242.14 lacs during the previous year, decrease of 26.38%. Profit after tax has increased by ?575.70 lacs i.e. by 26.20% as compared to the previous year. The drop in turnover was due tothe drop in the prices of raw material and the consequent change in pricing of the finished goods and the conscious approach by your Company to focus on value added derivatives while the commodity business of castor oil is undertaken by the subsidiary. Your Directors believe that this strategy will help in improving the performance and value of the Company as a specialty oleo-chemicals company.

BUSINESS PROSPECTS:

Although your Company''s products have usage in a wide range of industries, the immediate growth prospects could be affected in case of a global slowdown. In the long run, the products being bio-degradable & from a renewable resource will have an edge over many of the competing petroleum products. Subject to unforeseen circumstances, the current year''s outlook for business appears stable for your Company.

JOINT VENTURE:

The Company has entered into a joint venture agreement with Arkema, a global chemical company to form a strategic joint venture through the Company''s wholly owned subsidiary, IhseduAgrochem Private Limited (IHSEDU). The joint venture, which is valued at over Rs.22,000 lacs will be focused on manufacturing various industrial and specialty grades of castor oil. Arkema will acquire around 25% equity stake in IHSEDU.

Through this joint venture with Arkema, which is the largest consumer of castor oil, the Company and its subsidiary IHSEDU will further consolidate their position in the castor oil market as a leading, consistent and reliable supplier to the world market. As part of the joint venture arrangement, IHSEDU will exclusively focus on manufacturing and sales of all grades of castor oil and the Company will exclusively focus on manufacturing and sales of value added castor oil products.

RESEARCH & DEVELOPMENT:

The Company''s R & D is focused on the development of castor-based, value added products. The R & D Centre is continuously developing innovative products & processes aimed at meeting the green chemistry principles. Many of the newly developed products are being exported to many countries of the world besides being consumed in the domestic market where these products serve as import substitutes. Some of the product applications are in high- performance coatings, polymer modifiers, solubilizers, emulsifiers etc. The R & D Centre is also working on improving the existing production processes so as to improve the product yields, quality, process, energy efficiency, safety, etc.

SAFETY AND ENVIRONMENT:

Your Company has declared the Safety, Health and Environment Policy and continued their commitment towards safety and environment. The Committees formed for this purpose have continued to educate and motivate the employees on various aspects on Safety and Environment through training programme and seminars such as,

i) Annual Fire and Mock Drill held on April 14, 2012

ii) Tree Plantation on World Environment day on June 5, 2012

iii) Training Programme on First Aid held from August 28, 2012 to August 29, 2012

iv) Training Programme on use of Fire Extinguishers and First Aid Treatment, in the event of an accident, held on December 15, 2012

v) Safe Operating Procedure held on February 2, 2013

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms.

CORPORATE SOCIAL RESPONSIBILITY:

Your Companyhas always been aware of its responsibilities in health, safety and environment management, and is in the process of further strengthening its current resources.

DIRECTORS:

The Board wishes to inform with profound grief, the sad demise of Mr. Vithaldas G. Udeshi, a Promoter, Director and the Chairman of the Company on April 14, 2013. Mr. Vithaldas G. Udeshi was associated with the Company since its inception. The Board places on record its sincere appreciation of the invaluable and active contribution made by Mr. Vithaldas G. Udeshi in progress of the Company.

Mr.Abhay V. Udeshi, Whole-time Director of the Company, was elevated as the Chairman of the Board, and designated as Chairman and Whole-time Director of the Company, w.e.f. May 13, 2013.

In accordance with the provisions of the Article 156 of the Articles of Association of the Company, Mr. Vijay Kumar Bhandari, and Mr.Mukesh C. Khagram, Directors, are retiring by rotation and being eligible, offer themselves for re-appointment.

SUBSIDIARY COMPANIES:

The Ministry of Corporate Affairs(MCA), vide its Circular No. 2/2011 dated February 8, 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, subject to certain conditions being fulfilled by the Company. As required under the circular, the board of Directors has, at its meeting held on May 30, 2013, passed a resolution giving the consent for not attaching the Balance Sheet of the subsidiary companies. We have also given the required information on subsidiary companies in this Annual Report. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will be uploaded on the Company''s Website viz. www.jayantagro.com and will also be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

PERFORMANCE OF SUBSIDIARY COMPANIES:

Ihsedu Agrochem Pvt. Limited (IHSEDU)

During the year under review, the IHSEDU a wholly owned Subsidiary of the Company achieved a turnover of| Rs.88,371.96 lacs as compared to Rs.91,927.52 lacs in the previous year. The profit after tax is Rs.852.58 lacs against Rs.920.06 lacs.in the previous year.

During the year ended March 31, 2013, IHSEDU has declared and paid an interim Dividend of Rs.2.90 per equity shares and recommended a final Dividend of Rs.6.14 per equity share of Rs.10/- each.

Ihsedu Coreagri Service Pvt.Limited (ICAS).

During the year under review, the ICAS a Subsidiary of the Company achieved a turnover of Rs.71.10 lacs as compared to Rs.4,907.43 lacs in the previous year. The loss for the year is Rs.7.25 lacs against Profit before tax of Rs.27.72 lacs in the previous year.

Ihsedu Itoh Green Chemicals Marketing Pvt. Limited (IIGCM)

IIGCM has started its business activities and achieved a revenue of Rs.16.32 lacs and the Profit after tax is Rs.5.72 lacs.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standard 21 prescribed by the Institute of Chartered Accountants of India, in this regard.

RE-APPOINTMENT OF AUDITORS:

The Members are requested to re-appoint M/s. T.P. Ostwal & Associates, Chartered Accountants, (Registration No. 124444W) the retiring auditors of the Company and to authorize the Board of Directors/Audit Committee to fix their remuneration. The retiring Auditors have furnished a certificate of their eligibility for re-appointment pursuant to Section 224 (1B) of the Companies Act,1956.

COST AUDITOR:

As per the requirements of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the audit of the Cost Accounts relating to Castor oil and Castor oil Derivatives is being carried out. The Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountants, for the year 2012-13, from April 1, 2012 to March 31, 2013 for which necessary approval from the Central Government has been received.

The Cost Audit Report in respect of financial year 2012-13 will be filed on or before the due date i.e. September 27, 2013

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

The particulars required under 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 are annexed to this Report as Annexure "A".

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

As per Clause 49 of the Listing Agreements with the Stock Exchanges, a separate section on Corporate Governance followed by the Company together with a certificate from the Auditors confirming compliance is set out in the Annexure forming part of this Report, and also a Management Discussion and Analysis statement.

DIRECTORS'' RESPONSIBILITY STATEMENT:

It is hereby confirmed, pursuant to Section 217 (2AA) of the Companies Act 1956:- i) that in the preparation of the annual accounts, for the year 2012-2013 the applicable Accounting Standards have been followed and there are no material departures;

ii) that the Directors had 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, 2013, and of the profit of the Company for the said financial year;

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

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

FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year under review.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205 A(5) of the Companies Act, 1956, the Preference dividend for F.Y. 2004- 05 amounting to Rs.17,792.00 and Equity Dividend for F.Y. 2004-05 amounting to Rs.201,160.00 which remained unclaimed for the period of seven years has been transferred by the Company on October 31, 2012 to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to Section 205 C of the said Act.

UNCLAIMED DIVIDEND:

In terms of Sections 205A and 205C of the Companies Act, 1956, the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are required to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2013 is as under:-

Financial Year Type Unclaimed Dividend Due date for Amount as on transfer to IEPF 31-3-2013 (Rs. in lacs)

2005-2006 Equity 2.42 25-09-2013

2005-2006 Preference 0.25 25-09-2013

2006-2007 Equity 2.20 24-08-2014

2006-2007 Preference 0.38 24-08-2014

2007-2008 Equity 3.50 20-11-2015

2007-2008 Preference 3.84 14-06-2015

2008-2009 Equity 3.26 02-11-2016

2009-2010 Equity 1.56 24-11-2017

2010-2011 Equity 1.89 05-12-2018

2011-2012 Equity 2.05 30-11-2019

INDUSTRIAL RELATIONS:

The Company continues to place significant importance on its Human Resources and enjoys cordial relations at all levels.

INSURANCE:

The assets of your Company like Buildings, Plant and Machinery, Stocks, etc are properly insured.

PERSONNEL:

No employee of the Company is in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for the wholehearted support extended by the Central Bank of India, State Bank of India, Kotak Mahindra Bank Ltd, Oriental Bank of Commerce, DBS Bank Limited and ICICI Bank Ltd.; Authorities of Government such as Ministry of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli and DhanoraPanchayats. We would like to thank our employees for their hardwork and our shareholders for their continued faith and support.

For and on behalf of the Board of Directors

Place : Mumbai, ABHAY V. UDESHI

Date : May 30, 2013 Chairman

Mar 31, 2012

The Directors are pleased to present the Twentieth Annual Report along with the Audited Statement of Accounts and Auditors' Report for the year ended March 31, 2012

FINANCIAL RESULTS:

(Rs. in lacs)

Particulars 2011-2012 2010-2011

Revenue from operations and other income 166,834.18 114,462.89

Profit before Finance Costs, Depreciation, Amortisation Expenses, Exceptional Items and Tax 6,953.53 4,908.92

Less: Depreciation, and Amortisation Expenses 448.03 268.52

Profit before Finance costs. Exceptional Items and tax 6,505.50 4,640.40

Less: Finance Costs 3,104.16 2,023.45

Profit before Tax and Exceptional Items 3,401.34 2,616.95

Less : Exceptional Items 90.89 6.21

Profit before Tax 3,310.45 2,610.74

Less: Provision for Tax 1,112.93 836.73

Profit After Tax 2,197.52 1,774.01

Add: Profit brought forward from the previous year 3,946.80 2,652.32

Profit available for appropriation, which is appropriated as follows: 6,144.32 4,426.33

Appropriations:

Proposed Dividend 300.00 262.50

Corporate Dividend Tax on Proposed Dividend 26.37 39.03

Transfer to General Reserve 220.00 178.00

Balance carried to Balance Sheet 5,597.95 3,946.80

Total 6,144.32 4,426.33

Earnings per share (EPS) (Face Value of shares Rs. 5/- each) 14.65 11.83

DIVIDEND:

The Board has recommended a Dividend of Rs. 2/- per share on 15,000,000 Equity Shares of nominal value of Rs. 5/- each, amounting to Rs. 300 lacs and the total outgo, including dividend distribution tax, will be Rs. 326.37 lacs.

TRANSFER TO RESERVE:

The Company proposes to transfer Rs. 220.00 lacs to the General Reserve Account out of the amount available for appropriation and an amount of Rs. 5,597.95 lacs is proposed to be retained in the Profit & Loss Account.

BUSINESS PERFORMANCE:

Your Company's sales turnover during the year underreport was Rs. 166,242.14 lacs against the sales ofRs. 114,265.26 lacs during the previous year, an increase of 45.49 %. Profit after tax has increased by Rs. 423.51 lacs i.e. by 23.87% as compared to the previous year.

BUSINESS PROSPECTS:

Your Company has shown satisfactory performance during the first quarter of the current year, with a record crop of 1.6 million MT. Your Directors feel that the performance for the year should be satisfactory.

RESEARCH & DEVELOPMENT:

The In-house R & D, recognized by DSIR. Govt, of India, is continuously developing new products and thus contributing to the list of value added products of the company. Some of the recently developed bio-based products are finding applications as plasticizers, lubricants, polymer pre-cursors and surfactants, resins for coatings, etc. These products being bio-based, are expected to have long-term sustainability. The R & D is also working on quality & process improvements for existing products of the company. The company has also sponsored projects at Institute of Chemical Technology (earlier known as UDCT), Mumbai for development of new castor derivatives

SAFETY AND ENVIRONMENT:

Your Company has declared the Safety Health and Environment Policy and continued their commitments towards safety and environment. The Committees formed for the purpose of safety and environments have continued to educate and motivate the employees on various aspects on Safety and Environment through training programme and seminars. National Safety Week from March 4, 2012 to March 11, 2012, and Safety Day on March 10, 2012 were observed and various programmes and competitions were held.

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms.

CORPORATE SUSTAINABILITY:

Your Company, as has always been aware of its responsibilities as a good citizen in health, safety and environment management and is in the process of further strengthening its current resources.

DIRECTORS:

In accordance with the provisions of the Article 156 of the Articles of Association of the Company, Mr. Jayasinh V. Mariwala and Mr. Deepak V. Bhimani are retiring by rotation and being eligible offer themselves for re-appointment.

HOLDING COMPANY:

Jayant Finvest Limited being a part of Promoter Group, held 5,628,519 fully paid up equity shares as on March 31, 2011 (aggregating to 37.52% of the paid-up share capital) of your Company and it acquired additional 1,922,871 fully paid up equity shares of the Company during the financial year ended March 31, 2012. Consequent to such acquisition, its aggregate shareholding in the Company increased to 7,551,390 fully paid up equity shares i.e. 50.34% of the paid-up share capital of the Company and thus Jayant Finvest Limited became the Holding Company of your Company w.e.f. March 28, 2012.

SUBSIDIARY COMPANIES:

The Ministry of Corporate Affairs (MCA), vide its Circular No. 2/2011 dated February 8, 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, subject to certain conditions being fulfilled by the Company. As required under the circular, the board of Directors has, at its meeting held on August 4, 2012, passed a resolution giving the consent for not attaching the Balance Sheets of the subsidiary companies. We have also given the required information on subsidiary companies in this Annual Report. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will be uploaded on the Company's Website viz. www.jayantagro.com and will also be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

PERFORMANCE OF SUBSIDIARY COMPANIES:

Ihsedu Agrochem Pvt. Limited (IHSEDU)

During the year under review, IHSEDU a wholly owned Subsidiary of the Company achieved a turnover of Rs. 91,932.58 lacs as compared to Rs. 29,806.24 lacs in the previous year. The profit after tax increased to Rs. 920.06 lacs against Rs. 697.29 lacs in the previous year.

During the year ended March 31, 2012, IHSEDU has declared a Dividend of Rs. 2.50 per equity share of Rs. 10/- each.

Ihsedu Speciality Chemicals Pvt. Limited (ISCPL)

The Hon'ble High Court of Bombay vide its order dated July 6,2012 sanctioned the "Scheme of Amalgamation"of ISCPL, a wholly owned subsidiary of the Company with the Company. The "Appointed Date" is October 1, 2011. Thus, from this date ISCPL stands amalgamated with the Company and the legal entity of ISCPL stands dissolved without winding up. Further, the entire business undertaking of ISCPL gets transferred to and vested in the Company.

Ihsedu Coreagri Service Pvt. Limited (ICAS)

During the year under review, ICAS has extended services to improve yield and reduce cost by providing scientific methods and input.

During the year under review, the ICAS a Subsidiary of the Company achieved a turnover of Rs. 4,907.43 lacs as compared to Rs. 6,340.39 lacs in the previous year. The profit before tax is Rs. 27.72 lacs against Profit of Rs. 29.08 lacs in the previous year.

Ihsedu Itoh Green Chemicals Marketing Pvt. Limited (IIGCM)

During the year under review, your Company has invested further a sum of Rs. 6,500,000/- by way of subscribing 650,000 equity shares of Rs. 10/- each and Itoh Oil Chemicals Co. Ltd., Japan, has also Invested a sum of Rs. 5,000,000/- by way of subscribing 500,000 equity shares of Rs. 10/- each in the capital of IIGCM.

IIGCM has not yet started its business activities.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standard 21 prescribed by the Institute of Chartered Accountants of India, in this regard.

RE-APPOINTMENT OF AUDITORS:

The Members are requested to re-appoint M/s. T. P. Ostwal & Associates, Chartered Accountants, (Registration No. 124444W) the retiring auditors of the Company and to authorize the Board of Directors/Audit Committee to fix their remuneration. The retiring Auditors have furnished a certificate of their eligibility for re-appointment pursuant to Section 224 (IB) of the Companies Act,1956

APPOINTMENT OF COST AUDITORS:

In terms of the MCA Circular No. 52/26/CAB-2010 dated January 24, 2012 the Company is now required to carry out Cost Audit effective from April 1, 2012 and to comply the requirements, the Board of Directors has appointed

M/s. Kishore Bhatia & Associates, Cost Auditors holding Firm Registration No. 00294 to carry out Cost Audit of the Company for the financial year 2012-13 and their appointment has been approved by the Central Government, Ministry of Corporate affairs. New Delhi.

The Cost Auditor has given a Certificate to the effect that the appointment, if made, will be within the prescribed limits specified under section 224( 1B) of the Companies Act, 1956.

The Audit Committee has obtained a Certificate from the Cost Auditor certifying his independence and arms length relationship with the Company.

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

The particulars required under 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 are annexed to this Report as Annexure "A".

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance followed by the Company together with a certificate from the Auditors confirming compliance is set out in the Annexure forming part of this Report, and also a Management Discussion and Analysis statement.

DIRECTORS' RESPONSIBILITY STATEMENT :

It is hereby confirmed, pursuant to Section 217 (2AA) of the Companies Act 1956:-

i) that in the preparation of the annual accounts, for the year 2011-2012 the applicable Accounting Standards have been followed and there are no material departures;

ii) that the Directors had 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, 2012, and of the profit of the Company for the said financial year;

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

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

FIXED DEPOSITS :

The Company has not accepted any fixed deposits during the year under review.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205 A( 5) of the Companies Act, 1956, the perference dividend for F.Y. 2003- 04 amounting to Rs. 22,611/- which remained unclaimed for the period of seven years has been transferred by the Company on August 24, 2011 to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to Section 205C of the said Act.

UNCLAIMED DIVIDEND:

In terms of Sections 205A and 205C of the Companies Act, 1956, the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are required to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2012 is as under:-

Financial Year Type Unclaimed Dividend Due date for Amount as on transfer to IEPF 31-3-2012 (Rs.in lacs)

2004-2005 Equity 2.01 28-09-2012

2004-2005 Preference 0.18 28-09-2012

2005-2006 Equity 2.43 25-09-2013

2005-2006 Preference 0.25 25-09-2013

2006-2007 Equity 2.20 24-08-2014

2006-2007 Preference 0.38 24-08-2014

2007-2008 Equity 3.50 20-11-2015

2007-2008 Preference 3.84 14-06-2015

2008-2009 Equity 3.26 02-11-2016

2009-2010 Equity 1.56 24-11-2017

2010-2011 Equity 1.93 05-12-2018

INDUSTRIAL RELATIONS:

The Relations between the Employees and the Management have remained cordial, during the year.

INSURANCE:

The properties and insurable interest of your Company like Building, Plant and Machinery, Stocks, etc are properly insured.

PERSONNEL:

No employee of the Company is in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Central Bank of India, State Bank of India, Kotak Mahindra Bank Ltd and Oriental Bank of Commerce, Authorities of Government such as Ministry of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli Panchayat. Also we would like to thank our employees for their hardwork and shareholders for their continued faith and support.

For and on behalf of the Board of Directors

Place : Mumbai, VITHALDAS G. UDESHI

Date : August 4, 2012 CHAIRMAN

Mar 31, 2011

Dear Members,

The Directors are pleased to present the Nineteenth Annual Report along with the Audited Statement of Accounts and Auditors' Report for the year ended March 31, 2011

FINANCIAL RESULTS:

(Rs. in lacs)

Year ended Year ended

March 31, 2011 March 31, 2010

Gross Profit 4,787.26 3,000.38 (before interest, depreciation, extraordinary item and tax)

Less : Interest 1,907.92 1,210.93

Depreciation 268.52 238.27

Profit before Tax 2,610.82 1,551.18

Less : Provision for Taxation :

Current 795.50 458.00

Deferred Tax 41.23 308.22

Wealth Tax Paid 0.23 0.35

(Short/Excess)Tax provision for earlier years (0.15) 0.20

Profit after Tax 1,774.01 784.41

Add : Surplus brought forward 2,652.32 2,205.47

4,426.33 2,989.88

Appropriations:

Proposed Dividend 262.50 225.00

Dividend Distribution Tax 39.03 33.56

Transfer to General Reserves 178.00 79.00

Balance in Profit & Loss Account 3,946.80 2,652.32

4,426.33 2,989.88

DIVIDEND:

The Board has recommended a Dividend of Rs.1.75 per share on 15,000,000 Equity Shares of nominal value of Rs.5/- each, amounting to Rs.262.50 lacs and the total outgo, including dividend distribution tax, will be Rs.301.53 lacs.

TRANSFER TO RESERVE:

The Company proposes to transfer Rs. 178.00 lacs to the General Reserve Account out of the amount available for appropriations and an amount of Rs.3,946.80 lacs is proposed to be retained in the Profit & Loss Account.

BUSINESS PERFORMANCE:

Your Company's sales turnover during the year under report was Rs. 114,569.32 lacs against the sales of Rs.87,895.22 lacs during the previous year, an increase of 30.35 %. Profit after tax has increased by Rs.989.60 lacs i.e. by 126.16% as compared to the previous year.

BUSINESS PROSPECTS:

The Company continues to show satisfactory growth during the first quarter of the current year. Your company has been continuously expanding its production capacities and investing in new products. Your Directors are hopeful that your company will continue to show stable growth.

Your Company's subsidiary Ihsedu Speciality Chamicals Pvt. Ltd. has started trial production of Sebacic Acid a complex value added product based on castor oil. Project has met with some delays. Although the commercial production was delayed, we expect that Sebacic Acid will be an important addition to your Company's portfolio for long term growth.

RESEARCH & DEVELOPMENT:

Our In-house R & D, recognized by the Department of Scientific & Industrial Research (DSIR), Government of India, is continuing its work of developing efficient processes, applications and new products based on castor oil. The R & D has been pursuing the principles of Green Chemistry so as to have development without disturbing or in many cases, in fact improving the ecological balance. Such green products can replace petrochemicals in various applications which thus conserve the depleting fossil reserves. The products developed are not only being exported but are also substituting imported products and thus adding to the foreign exchange of our country. The R & D continues its work as the Consortium Partner for the National Agricultural Innovation Project (NAIP) titled, "A Value Chain on Castor & Its Industrial Products".

SAFETY AND ENVIRONMENT:

Your Company has declared the Safety Health and Environment Policy and continues its commitments towards safety and environment. The Committees formed for the purpose of safety and environment have continued to educate and motivate the employees on various aspects on Safety and Environment through training programs and seminars. World Environment day on June 5, 2010, National Safety Week from March 4, 2011 to March 11, 2011, and Safety Day on March 12, 2011 were observed and various programs and competitions were held.

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms.

CORPORATE SUSTAINABILITY:

Your Company has always been aware of its responsibilities as a good citizen, in health, safety and environment management and is in the process of further strengthening its current resources.

DIRECTORS:

In accordance with the provisions of the Article 156 of the Articles of Association of the Company, Mr.Mukesh C.Khagram and Mr. Vithaldas G.Udeshi are retiring by rotation and being eligible offer themselves for re-appointment.

RE-APPOINTMENT OF MANAGING DIRECTOR:

The Board has recommended the re-appointment of Mr. Hemant V. Udeshi, as Managing Directors for further period of 5 years, with effect from July 1, 2011.

SUBSIDIARY COMPANIES:

Your Company had applied to the Central Government under Section 212(8) of the Companies Act seeking an exemption from attaching copies of Balance Sheet, Profit and Loss Account, Directors' Report and Auditors' Report of its subsidiary companies. With reference to the application, the Ministry of Corporate Affairs has granted a general exemption subject to fulfillment of certain conditions.

In terms of the said exemption granted by the Ministry of Corporate Affairs; copies of the Balance Sheet, Profit and Loss Account, and Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached to the Balance Sheet of the Company. However, the statement required under section 212 of the Companies Act, 1956 is attached. The Company will make these documents / details available upon request by any member of the Company interested in obtaining the same and same would also be made available on its website. The Consolidated Financial Statement prepared by the Company pursuant to Accounting Standard AS-21 as prescribed by the Companies (Accounting Standards) Rules, 2006, includes financial information of its subsidiaries.

PERFORMANCE OF SUBSIDIARY COMPANIES:

Ihsedu Agrochem Pvt. Limited (IHSEDU)

During the year under review, IHSEDU a wholly owned Subsidiary of the Company achieved a turnover of ^27,947.99 lacs as compared to Rs. 11,910.97 lacs in the previous year. The profit before tax increased to Rs.936.71 lacs against Rs.764.84 lacs in the previous year.

During the year ended March 31, 2011, IHSEDU has declared a Dividend of Rs.0.50 per equity share of X10/- each.

Ihsedu Speciality Chemicals Pvt. Limited (ISCPL)

During the year under review, ISCPL has sold goods manufactured during the trial run worth Rs.964.57 lacs. However, the production has neither been fully stabilized nor achieved on a continuous basis on standard norms in terms of Technology Transfer Agreement. The steps are being taken to achieve commercial production and to overcome the problem faced during the trials. Pending commercial production the costs incurred on setting up of the facilities are carried forward (net after deduction of revenues generated out of Trial Runs) in the accounts for capitalization.

Ihsedu Coreagri Services Pvt. Limited (ICAS)

During the year under review, ICAS a Subsidiary of the Company achieved a turnover of Rs.6,340.39 lacs as compared to NIL in the previous year. The profit before tax is Rs.29.08 lacs against Loss of Rs.5.34 lacs in the previous year.

The Company has started its extension services and has produced its first hybrid seeds during the period. The company expects to multiply its hybrid seeds programme to provide for high quality inputs for castor farmers along with knowledge and guidance on castor farming. The Company hopes that these steps will result in increase in yield and revenue for the farmers thereby increasing the size of the crop available to the industry.

Ihsedu Itoh Green Chemicals Marketing Pvt. Limited (IIGCM)

During the year under review your Company has invested a sum of Rs.900,000/- by way of subscribing 90,000 equity shares of Rs.10/- each in the capital of IIGCM. The said IIGCM has become a subsidiary Company with effect from December 28, 2010.

IIGCM has not yet started its business activities.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standard 21 prescribed by the Institute of Chartered Accountants of India, in this regard.

RE-APPOINTMENT OF AUDITORS:

The Members are requested to re-appoint M/s. T.P. Ostwal & Associates, Chartered Accountants, (Registration No. 124444W), the retiring auditors of the Company and to authorize the Board of Directors/Audit Committee to fix their remuneration. The retiring Auditors have furnished a certificate of their eligibility for re-appointment pursuant to Section 224(1B) of the Companies Act, 1956.

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

The particulars required under 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 are annexed to this Report as Annexure "A".

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

As per Clause 49 of the Listing Agreements with the Stock Exchanges, a separate section on Corporate Governance followed by the Company together with a certificate from the Auditors confirming compliance is set out in the Annexure forming part of this Report, and also a Management Discussion and Analysis statement.

DIRECTORS' RESPONSIBILITY STATEMENT :

It is hereby confirmed, pursuant to Section 217 (2AA) of the Companies Act 1956:-

i) that in the preparation of the annual accounts, for the year 2010-2011 the applicable Accounting Standards have been followed and there are no material departures;

ii) that the Directors had 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, 2011, and of the profit of the Company for the said financial year;

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

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

FIXED DEPOSITS :

The Company has not accepted any fixed deposits during the year under review.

"GROUP" FOR INTERSE TRANSFER OF SHARES:

As required under Regulation 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting "Group" (within the meaning of the MRTP Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure attached herewith and forms part of this Annual Report.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205 A(5) of the Companies Act, 1956, the declared dividend for F.Y. 2002-03 (Equity ) amounting to Rs.31,261/- which remained unclaimed for the period of seven years has been transferred by the Company on September 9, 2010 to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to Section 205 C of the said Act.

UNCLAIMED DIVIDEND:

In terms of Sections 205A and 205C of the Companies Act, 1956, the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are required to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on

March 31, 2011 is as under:-

Financial Year Type Unclaimed Dividend Due date for Amount as on transfer to IEPF 31-3-2011 (Rs. in lacs)

2003-2004 Preference 0.23 28-07-2011

2004-2005 Equity 2.01 28-09-2012

2004-2005 Preference 0.18 28-09-2012

2005-2006 Equity 2.43 25-09-2013

2005-2006 Preference 0.25 25-09-2013

2006-2007 Equity 2.21 24-08-2014

2006-2007 Preference 0.38 24-08-2014

2007-2008 Equity 3.56 20-11-2015

2007-2008 Preference 3.87 14-06-2015

2008-2009 Equity 3.27 02-11-2016

2009-2010 Equity 1.58 24-11-2017

INDUSTRIAL RELATIONS:

The Relations between the Employees and the Management have remained cordial during the year.

INSURANCE:

The properties and insurable interest of your Company like Building, Plant and Machinery, Stocks, etc are properly insured.

PERSONNEL:

No employee of the Company is in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for the whole-hearted support extended by the Central Bank of India, State Bank of India, Kotak Mahindra Bank Ltd, ICICI Bank Limited and Oriental Bank of Commerce, Authorities of Government such as Ministry of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli Panchayat. Also we would like to thank our employees for their hard work and shareholders for their continued faith and support.

For and on behalf of the Board of Directors

Place : Mumbai, VITHALDAS G. UDESHI

Date : July 27, 2011 CHAIRMAN

Mar 31, 2010

The Directors are pleased to present the Eighteenth Annual Report along with the Audited Statement of Accounts and Auditors Report for the year ended March 31, 2010.

FINANCIAL RESULTS:

(Rs. in lacs)

Year ended Year ended March 31,2010 March 31, 2009

Gross Profit 3000.38 2521.49 (before interest, depreciation, extraordinary item and tax)

Less : Interest: 1210.93 1289.34

Depreciation 238.27 224.87

Profit before Tax 1551.18 1007.28

Less : Provision for Taxation :

Current 458.00 340.00

Deferred Tax 308.22 90.73

Wealth Tax 0.35 0.15

Fringe Benefit Tax 0.00 11.60

(Short/Excess)Tax provision for earlier 0.20 0.00 years

Profit after Tax 784.41 564.80

Add : Surplus brought forward 2205.47 2271.57

2989.88 2836.37 Appropriations:

Proposed Dividend (Equity) 225.00 187.50

Dividend on Preference Shares, 0.00 0.46

Dividend Distribution Tax 33.56 82.94

Transfer to Capital Redemption Reserve 0.00 300.00

Transfer to General Reserves 79.00 60.00

Balance in Profit & Loss Account 2652.32 2205.47

2989.88 2836.37

DIVIDEND :

The Board has recommended a Dividend of Rs. 1.50 per share on 15,000,000 Equity Shares of nominal value of Rs.5/- each, amounting to-Rs. 225.00 lacs and the total outgo, including dividend distribution tax, will be Rs. 258.56 lacs.

TRANSFER TO RESERVE:

The Company proposes to transfer Rs. 79.00 lacs to the General Reserve Account out of the amount available to appropriations and an amount of Rs.2,652.32 lacs is proposed to be retained in the Profit & Loss Account.

BUSINESS PERFORMANCE:

Your Companys sales turnover during the year under report was Rs. 87,924.73 lacs against the sales of Rs. 85,106.08 lacs during the previous year, an increase of 3.31%. Profit after tax has increased by Rs. 219.61 lacs i.e. by 38.88% as compared to the previous year.

BUSINESS PROSPECTS:

After a subdued first half, business across the globe returned to normalcy. Your Company has seen strong growth in demand and sales in the second half during the year under review and the same continues in the current fiscal year 2010-2011.

Your Company is responding to requirements of its customers and continues on expanding its existing facilities and add new products. The continuous focus and investments of your company in Research and Development has enabled the Company to expand its product portfolio and its customer base.

The Companys subsidiary, Ihsedu Speciality Chemicals Pvt. Ltd., a joint venture with Mitsui and Company has started trial production of Sebacic Acid, a complex value added castor oil based derivative, during the previous year. Barring unforeseen circumstances the Company expects a reasonable growth in turnover and profits in the coming year. Your Company expects increase in demand for green chemicals leading to increase in demand for your Companys products.

RESEARCH & DEVELOPMENT:

We are pleased to inform you that the R & D at Ranoli has been recognized as In-house R & D by Department of Scientific and Industrial Research (DSIR), Government of India, since April 2010. Further the R & D at Mumbai has its In-house recognition renewed till 2013. Our R & D is continuing its work as a Consortium Partner for the World Bank Funded and Indian Council of Agricultural Research (ICAR) sanctioned National Agricultural Innovation Project (NAIP) titled, "A Value Chain on Castor and its Industrial Products".

The R&D relentlessly continues on development of value added products based on castor to meet customer requirements. Our R & D is working closely with production and QC departments, to improve the process efficiencies, to achieve consistent product quality, to develop green processes for existing products and to make products more cost competitive.

SAFETY AND ENVIRONMENT:

Your Company has declared the Safety Health and Environment Policy and continued their commitments towards safety and environment. The Committees formed for the purpose of safety and environments have continued to educate *and motivate the employees on various aspects on Safety and Environment through training programme and seminars. National Safety Week from March 4, 2010 to March 11, 2010, and Safety Day on March 6, 2010 were observed and various programmes and competitions were held.

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms.

DIRECTORS:

In accordance with the provisions of the Article 156 of the Articles of Association of the Company, Mr. Jayasinh V. Mariwala and Mr. Vijay Kumar Bhandari are retiring by rotation and being eligible offer themselves for re- appointment.

RE-APPOINTMENT OF WHOLE-TIME DIRECTORS:

The Board has recommended the re-appointment of Mr. Abhay V. Udeshi and Dr. Subhash V. Udeshi, as Whole-time Directors for further period of 5 years, with effect from June 1, 2010.

SUBSIDIARY COMPANIES:

During the year under review, your Company has invested a sum of Rs. 500,000/- (100%) in the Share Capital of M/s.Ihsedu Coreagri Services Pvt. Ltd., the said Company has become a wholly owned Subsidiary Company with effect from August 18,2009.

The statement pursuant to Section 212 of the Companies Act, 1956, containing details of subsidiaries of the Company, forming part of the Annual Report, is annexed.

The Company has been granted exemption by the Ministry of Corporate Affairs, Government of India, from attaching to its Balance Sheet for the year ended March 31, 2010, the individual Annual Reports of its subsidiary companies. As per the terms of the exemption Letter No. 47/5/2010-CL-III dated March 26, 2010, a statement containing brief financial details of the Companys subsidiaries for the year ended March 31, 2010 is included in the Annual Report. The annual

accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company/its subsidiaries at the Registered Office of the Company. The details are as per Annexure B.

PREFERENTIAL ISSUE:

With reference to the allotment made by the Company on February 2, 2008 on a preferential basis to the select investors, totaling 1,700,000 warrants, in pursuance of the approval accorded by the Members of the Company at the Extraordinary General Meeting held on Jar.uary 18, 2008 and in respect of which in principle approval was granted by the Stock Exchanges, the holders of warrants were entitled to apply for and obtain allotment of one Equity Share against each warrant at the rate of Rs. 105.00 per share. The Company had received Rs. 10.50 against each warrant on January 29, 2008.

As per the provisions of the Guidelines for preferential issue, issued by Securities and Exchange Board of India, the warrant holder can exercise the right for conversion of warrant into Equity Shares within 18 months from the date of the allotment i.e. within 18 months from February 2, 2008 by paying the balance amount.

The warrant holders did not exercise their right for conversion of the warrants into Equity Shares within the time stipulated under the preferential issue guidelines. Accordingly, the aforesaid warrants now stand lapsed, and hence Rs. 178.50 lacs paid by the warrant holders on the date of allotment is forfeited.

PERFORMANCE OF SUBSIDIARY COMPANIES:

Ihsedu Agrochem Pvt. Limited (IHSEDU)

During the year under review, IHSEDU wholly owned Subsidiary of the Company achieved a turnover of Rs.l 1,935.71 lacs as compared to Rs. 8,958.47 lacs in the previous year. The profit after tax increased to Rs. 467.45 lacs against Rs. 184.55 lacs in the previous year.

During the year ended March 31, 2010 IHSEDU has declared a maidei Dividend of Rs. 0.50 per equity share of Rs.10/- each.

Ihsedu Speciality Chemicals Pvt. Limited (ISCPL)

During the year under review, your Company had invested a sum of Rs. 76,000,000/- by way of subscription on 7,600,000 equity shares of Rs. 10/- each. Mitsui & Co. Ltd., Japan and Mitsui & Co.(Asia Pacific) Pte. Ltd., Singapore, each of them had invested a sum of Rs.24,000,000/- by way of subscription on 1,200,000 equity shares of Rs. 10/- each respectively.

ISCPL has commenced trial production on March 27, 2010.

Ihsedu Coreagri Services Pvt. Limited (ICSPL)

During the year under review, ICSPL has started its marketing activities for selling Deoiled Cake (DOC) Castor Meal. ICSPL also started backward integration and provides good hybrid seed to farmers and also provides knowhow and extension services to farmers to improve yield and reduce cost by providing scientific methods and input.

CONSOLIDATED FINANCIAL STATEMENTS :

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standard 21 prescribed by the Institute of Chartered Accountants of India, in this regard.

RE-APPOINTMENT OF AUDITORS:

The Members are requested to re-appoint M/s. T.P. Ostwal & Associates, Chartered Accountants, the retiring auditors of the Company and to authorize the Board of Directors/Audit Committee to fix their remuneration. The retiring Auditors have furnished a certificate of their eligibility for re-appointment pursuant to Section 224(1B) of the Companies Act, 1956.

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

The particulars required under 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 are annexed to this Report as Annexure "A".

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance followed by the Company together with a certificate from the Auditors confirming compliance is set out in the Annexure forming part of this Report, and also a Management Discussion and Analysis statement.

DIRECTORS RESPONSIBILITY STATEMENT :

It is hereby confirmed, pursuant to Section 217 (2 A A) of the Companies Act 1956:-

i) that in the preparation of the annual accounts, for the year 2009-2010 the applicable Accounting Standards have been followed and there are no material departures;

ii) that the Directors had 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, 2010, and of the profit of the Company for the said financial year;

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

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

FIXED DEPOSITS :

The Company has not accepted any fixed deposits during the year under review.

"GROUP" FOR INTERSE TRANSFER OF SHARES:

As required under Clause 3(1 )(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting "Group" (within the meaning of the MRTP Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure attached herewith and forms part of this Annual Report.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205 A(5) of the Companies Act, 1956, the declared dividend for F.Y. 2001-02 (Equity) amounting to Rs.47,452/- which remained unclaimed for the period of seven years has been transferred by the Company on September 5. 2009 to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to Section 205C of the said Act.

UNCLAIMED DIVIDEND:

In terms of Sections 205A and 205C of the Companies Act, 1956, the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are required to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2010 is as under-

Financial Year Class Unclaimed Dividend Due date for Amount as on 31 -3-2010 transfer to IEPF Rs. in lacs)

2002-2003 Equity 0.31 29-07-2010

2003-2004 Preference 0.23 28-07-2011

2004-2005 Equity 2.01 28-09-2012

2004-2005 Preference 0.18 28-09-2012

2005-2006 Equity 2.47 25-09-2013

2005-2006 Preference 0.25 25-09-2013

2006-2007 Equity 2.21 24-08-2014

2006-2007 Preference 0.38 24-08-2014

2007-2008 Equity 3.59 14.09.2015

2007-2008 Preference 3.90 07-05-2015

2008-2009 Equity 3.43 03-10-2016

INDUSTRIAL RELATIONS :

The Relations between the Employees and the Management have remained cordial, during the year.

INSURANCE :

The properties and insurable interest of your Company like Building, Plant and Machinery, Stocks, etc are properly insured.

PERSONNEL:

No employee of the Company is in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Central Bank of India, State Bank of India, Kotak Mahindra Bank Ltd and Oriental Bank of Commerce, Authorities of Government such as Ministry of Commerce and the State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli Panchayat.

For and on behalf of the Board of Directors

Place: Mumbai, VITHALDAS G. UDESHI

Date : July 27, 2010 CHAIRMAN

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article