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Directors Report of Jayant Agro Organics Ltd.

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



 
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