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Directors Report of KSE Ltd.

Mar 31, 2016

The Directors are pleased to present the 52nd Annual Report and the audited accounts for the financial year ended 31st March 2016 Financial Highlights

Year ended 31.03.2016 Rs.in lakhs

Year ended 31.03.2015 Rs.in lakhs

Profit before Finance costs, Depreciation and

amortization expenses and Tax expenses

1,784.30

6,173.90

Less : Finance costs

131.34

194.49

Depreciation and amortization expenses

426.88

558.22

636.19

830.68

Profit before exceptional items and tax

1,226.08

5,343.22

Add : Exceptional item - Profit on sale of landed property at Mysore

—

1,045.71

Profit before tax

1,226.08

6,388.93

Less : Tax expenses

468.01

2,025.52

Profit after tax for the current year

758.07

4,363.41

Add : Opening balance of Surplus

962.68

339.70

Sub-Total

1,720.75

4,703.11

Less : Appropriations

Transition Adjustment relating to fixed assets

—

118.20

Transfer to General Reserve

100.00

1,700.00

Interim Equity dividend

—

960.00

Proposed dividend

640.00

640.00

Dividend distribution tax

130.29

870.29

322.23

3,740.43

Closing balance of Surplus

850.46

962.68

Dividend

Your Directors recommend a dividend of 200 % (Rs.20.00 per share of Rs.10 each) for the year ended 31st March, 2016, out of the profits of the Company for the year ended 31st March, 2016 and also from the accumulated profits as on that date as allowed by Rule 3 of the Companies (Declaration and Payment of Dividend) Rules, 2014, absorbing a total amount of Rs.7,70,28,894 (including dividend distribution tax and cess thereon). The dividend of Rs.20 per equity share of Rs.10 each as recommended by the Board of Directors of the Company at their meeting held on 30th May, 2016, if approved at the ensuing annual general meeting, will be paid to those shareholders, whose names appear in the Company’s register of members as on 31st August, 2016. In respect of equity shares held in dematerialized form, the dividend will be paid to those beneficial owners of the equity shares as at the end of business hours on 24th August, 2016 as per the details furnished by the depositories for this purpose.”

The dividend payout for the year 2015-16 has been decided in accordance with the Company’s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met out of internal cash accruals.

Unpaid Dividend

Pursuant to Section 124 and 125 of Companies Act, 2013, the Company has transferred the unpaid or unclaimed dividend up to and including for the financial year 2007-08 on due date to the Investor Education and Protection Fund administered by the Central Government.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed dividends lying with the Company as on September 19, 2015 (date of last Annual General Meeting) on the website of the Company (http://www.kselimited.com/investordetails.aspx), as also on the website of the Ministry of Corporate Affairs.

We give below a table providing the dates of declaration of Dividend since 2008-09 and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government.

Financial Year

Date of Declaration of Dividend

Last date for claiming unpaid dividend

Unclaimed amount as on 31st March 2016

Due date for Transfer to Investor Education and Protection Fund

2008-09 (Final Dividend)

27 August, 2009

26 August, 2016

384600

26 September, 2016

2009-10 (Final Dividend)

29 July, 2010

28 July, 2017

621690

28 August, 2017

2010-11 (Final Dividend)

28 July, 2011

27 July, 2018

639330

27 August, 2018

2011-12 (Final Dividend)

31 July, 2012

30 July, 2019

798446

30 August, 2019

2012-13 (Final Dividend)

31 July, 2013

30 July, 2020

757970

30 August, 2020

2013-14 (Final Dividend)

25 September, 2014

24 September, 2021

1863680

25 October, 2021

2014-15 (Interim Dividend)

12 February, 2015

11 February, 2022

910400

14 March, 2022

2014-15 (Interim Dividend)

25 March, 2015

24 March, 2022

1731040

24 April, 2022

2014-15 (Final Dividend)

19 September, 2015

18 September, 2022

1879720

19 October, 2022

Transfer to Reserves

The Company proposes to transfer Rs.100 lakhs to the General Reserve out of amount available for appropriations and an amount of Rs.850.46 lakhs is proposed to be retained as Surplus.

Operating Results and Business Operations

The over-all profit after tax is Rs.758.07 lakhs in year 2015-16 compared to Rs.4,363.41 lakhs in the previous year. The profit for the year 2014-15 include profit on sale of landed property at Mysore amounting to Rs.1045.71 lakhs. The turnover of the Company improved by 2.78 % from Rs.900 crores to Rs.925 crores during the year ended 31st March, 2016.

As stated in our earlier Report, year 2014-15 was extremely favourable for the Company in all fronts. The cost of ingredients for the animal feed was steady throughout that year and there was no call for disturbing the selling prices of the feed and this in turn helped to improve the sales volume of animal feed in that year. In year 2014-15, the coconut oil price was ruling above Rs.120 per kg. and for a few months, it was between Rs.145 and Rs.150 a kg. The purchase cost of copra cake was also very reasonable, as the availability was very good in that year. The scenario has totally changed in year 2015-16 and we have to struggle hard to keep the Company out of red.

In the animal feed division the price of all major ingredients shot up in year 2015-16 by over 20% and we had to make correction in our selling prices of feed at short intervals. We could retain the gain in sales volume of around 10% in the previous year and could add another 2 % increase in the volume of feed sales in year 2015-16. Obviously, for the reasons narrated above, our margin in the Animal feed division thinned down to Rs.212.63 lakhs in year 2015-16 compared to a bountiful profit of Rs.2,580.57 lakhs in the previous year.

In the cake processing division the copra cake was available at steady rates, as we partially depended on imports, and thus could reduce the heat in the market generated by excessive demand. However, there was steady downfall in the selling price of coconut oil after June, 2015, and it crashed below Rs.100 a kg. and then remained around Rs.75 a kg. for the balance period of the year. We could improve the volume of cake processed by 27 % from 68,500 tons in the previous year to 87,400 tons in the year under report. Thus, the cake processing division reported a profit of Rs.951.86 lakhs for the year 2015 -16 compared to a profit of Rs.2,956.03 lakhs in the previous year.

In the Dairy division the volume of sale of ice cream registered a dip from 1088 kl. in the previous year to 973 kl. as a result of considered decision to cut short the sale of cheaper varieties of ice cream, wherein the margin is almost nil. The difference in procurement price of milk in Tamil Nadu and the selling price of milk in Kerala helped us to generate profits in Dairy division. Dairy division reported a profit of Rs.161.68 lakhs compared to previous year figure of Rs.19.98 lakhs.

Since April, 2016, the ingredient prices are going up. We are having sustained demand for our cattle feed and are hopeful of suitable correction of selling price in tune with ingredient prices. We do not expect further reduction in the cost of cattle feed ingredients in the immediate future. We firmly believe that the sales volume of cattle feed will further improve in the current financial year. We expect to maintain our performance in Animal feed division, by optimizing the feed formulation and making suitable adjustments in the selling prices to match the ingredient prices.

In the current year 2016-17 arrival of local copra cake has improved and it is available in sufficient quantity at reasonable price. The price of Indonesian and Philippine copra cake has firmed up and at this point of time we cannot rely on imports. However, we do not expect any shortage of supply of copra cake. The market price of coconut oil is around Rs.75/kg. at present. If the price of coconut oil continues at this level, our margins on cake processing will be very thin and this may affect our performance in Cake Processing Division.

We are taking all steps to widen the market for ice cream by appointing new dealers in untapped areas to improve the volume of sales and thereby utilize more of the unused production capacity. We expect to improve the volume of sale of ice cream and thereby better the margins of Dairy division.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report attached to and forming part of this Report as provided by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors’ Association of India for highest processor of coconut oil cake for the year 2014-15. This Award is being received by the Company for the past 25 years consecutively since the inception of the award.

Number of meetings of the Board

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

Condolence

We, the Members of the Board, wish to place on record our profound grief and deep sense of sorrow at the sad demise of Shri PK. Varghese, Executive Director on 12th July, 2015, who was in the Board as a Director since 29th December, 1970.

We also record our appreciation on the exemplary and selfless service rendered by him for the growth and development of the Company, during his tenor as a Director and then as an Executive Director.

Directors and Key Managerial Personnel

Consequent to the death of Mr. PK. Varghese on 12th July, 2015, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in their meeting held on 22nd September, 2015, appointed Mr. A.P George, who is a director in the Board from the formation of the Company, as Executive Director with effect from 1st October, 2015. In accordance with Section 196 and other applicable provisions of the Companies Act, 2013, Resolution seeking approval of the shareholders for the appointment of Mr. A.P. George as Executive Director of the Company, has been incorporated in the Notice convening the forthcoming annual general meeting of the Company.

In the vacancy arising out of the sudden death of Mr. PK. Varghese, Mrs. Marykutty Varghese was appointed as Additional Director with effect from 1st October, 2015, in the category of Non-Executive - Non-Independent Director. In accordance with Section 161 of the Companies Act, 2013, Mrs. Marykutty Varghese hold office up to the date of the forthcoming Annual General Meeting and being eligible offer her candidature for appointment as Director. Your approval for her appointment as Director in the category of Non-Executive -Non-Independent Director has been sought in the Notice convening the ensuing Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. PD. Anto and Dr. K.C. Vijayaraghavan will retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

Dr. Jose Paul Thaliyath, Mr. Joseph Xavier, Mrs. Sathi A. Menon and Mr. Paul John were appointed as Independent Directors of the Company and they hold that office for a fixed term of five years up to 25.09.2019 and are not liable for retirement by rotation, as provided in Section 149 of the Companies Act, 2013. In accordance with Section 149 (7) of the Companies Act, 2013, the Company has received declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. M.C. Paul, Managing Director, Mr. A.P George, Executive Director and Mr. R. Sankaranarayanan, Chief Financial Officer and Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Policy on directors’ appointment and remuneration and other details

Remuneration policy in the Company is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Managing Director and the Executive Director. During the year 2015-16, the Company paid sitting fees to its non-executive directors at Rs.10,000 per meeting of the Board and Rs.5,000 per meeting of committees of the Board attended by them. The Nomination and Remuneration Policy for the Members of Board and Executive Management is attached to this report as “Annexure A” which forms part of the Board’s Report.

Evaluation of Board, Committees and Individual Directors

The Company has devised a Policy for performance evaluation of Independent and other directors, Board as a whole and Committees thereof which include criteria for performance evaluation of the executive and non-executive directors. The Policy for evaluation of performance of the Board of Directors are attached to this report as “Annexure B” which forms part of the Board’s Report.

In terms of provisions of the Companies Act, 2013 read with Rules issued there under and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have evaluated the effectiveness of the Board during the financial year ended 31st March, 2016. The evaluation was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution.

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman.

Internal financial control systems and their adequacy

The Company has in place adequate internal financial controls with reference to the financial statements. Such controls were tested annually and during the year no reportable material weakness in the design or operation were observed. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms part of this report.

Risk Management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Board members are informed about the risk assessment and minimization procedures. The Board is responsible for framing, implementing and monitoring the risk management plan for the company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company’s management systems, organizational structures, processes, standards, code of conduct and behaviours together govern the business of the Company and manage associated risks.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

Vigil Mechanism

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report. The “KSEL Whistle Blower Policy and Vigil Mechanism” can be accessed on the Company’s website at the link : http://kselimited.com/whistleblower.aspx.

Directors’ Responsibility Statement

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

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2016 and of the profit of the Company for the financial year ended 31st March, 2016;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern’ basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Corporate Governance

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance have been furnished separately and form part of this report. The disclosures made in these reports may be considered as compliance of various disclosures prescribed under the Companies Act, 2013 and Rules made there under.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee has been formed in conformity with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition, terms of reference and attendance details of the CSR Committee are incorporated in the Corporate Governance Report. The Annual Report on CSR activities for the year ended 31st March, 2016 is given separately as “Annexure C”, forming part of this Report.

Public Deposits

Your Company is accepting deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. The details relating to such deposits as provided under Rule 8 of the Companies (Accounts) Rules, 2014 are provided in “Annexure D”.

The Company is not accepting any other deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Particulars of loans, guarantees and Investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Transactions with related parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Full disclosure of related party transactions as per Accounting Standard 18 issued by the Institute of Chartered Accountants of India is given under Note No. 29.9 of Notes to the Annual Accounts.

The policy and procedures on related party transaction as approved by the Board may be accessed on the Company’s website at the link: http://kselimited.com/transactionpolicy.aspx. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in “Annexure E” in Form AOC-2 and the same forms part of this report.

Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is given in “Annexure F” in the prescribed Form MGT-9, which forms part of this report.

Statutory Auditors

M/s. Varma & Varma, Chartered Accountants have been appointed as Auditors of the Company in the annual general meeting held on 25th September, 2014 for a period of three years till the conclusion of 53rd annual general meeting to be held in financial year 2017, subject to ratification of their appointment at every annual general meeting. The Auditors’ Report for the financial year 2015-16, does not contain any qualification, reservation or adverse remark.

Cost Auditors

With the prior approval of Central Government, M/s. A. R. Narayanan & Co., Cost Accountants, Ernakulam have been appointed as Cost Auditors for the financial year 2015-16 and they will be submitting their Cost Audit Report within the time limit stipulated.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed CS. Sathish V., Practicing Company Secretary to conduct the Secretarial Audit of your Company for the financial year ended 31st March, 2016. The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith as “Annexure G” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace. During the financial year 2015-16, the Company has not received any complaints on sexual harassment and no complaints remain pending as of 31st March, 2016.

Disclosure relating to Remuneration of Directors, Key Managerial Personnel and particulars of employees

The information required under section 197 of the Act and rules made there-under, in respect of employees of the Company, is provided in “Annexure H” forming part of this report. None of the employees are in receipt of remuneration in excess of the limits specified under clause (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in “Annexure I” to this Report.

Other Disclosures

No disclosure is made in respect of the following items as there were no events during the year calling for reporting on these items:

1. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

2. There was no issue of shares (including sweat equity shares and ESOP) to employees of the Company under any scheme.

3. Your Company do not have any subsidiary, associate, joint venture company or holding company and disclosures required in that respect were not dealt with.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

5. No frauds have been reported by auditors to the Audit Committee or Board under sub-section (12) of section 143 of the Companies Act, 2013.

6. There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year under report and the date of this report.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from shareholders, bankers, especially ICICI Bank, Registrars and Share Transfer Agents, customers, distributors and suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

By Order of the Board

Sd/-

Irinjalakuda Dr. Jose Paul Thaliyath

May 30, 2016 (DIN : 01773031)

Chairman


Mar 31, 2014

Dear members,

The Directors are pleased to present the 50th Annual Report and the audited accounts for the financial year ended 31st March 2014.

Financial Highlights (Rs.in lakhs) For the year For the year ended 31.03.2014 ended 31.03.2013

Profit before Finance costs, Depreciation and amortisation expenses and Tax expenses 2,956.30 1,401.84

Less : Finance Costs 236.66 313.65

Depreciation and amortisation expenses 375.77 422.10

Tax expenses 806.51 1,418.94 200.79 936.54

Profit after tax for the current year 1,537.36 465.30

Opening balance of Surplus 251.11 260.19

1,788.47 725.49

Appropriations:

Transfer to General Reserve 700.00 100.00

Dividend 640.00 320.00

Dividend distribution tax 108.77 1,448.77 54.38 474.38

Closing balance of Surplus 339.70 251.11

Dividend

To celebrate the Golden Jubilee of the Company and also considering the profits for the current year, your Directors recommend a dividend of 200 % (Rs. 20.00 per share of Rs. 10 each) for the year ended 31st March, 2014 which, if approved at the ensuing annual general meeting, will be paid to those members whose names appear in the Register of Members of the Company as on 25.09.2014. In respect of shares held in dematerialised form, the dividend will be paid on the basis of beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours as on 09.09.2014.

Operations

The over-all profit after tax is Rs. 1537.36 lakhs in year 2013-14 compared to Rs. 465.30 lakhs in the previous year. The turnover of the Company improved by 16 % from Rs. 697 crores to Rs. 806 crores during the year ended 31st March, 2014.

During the second half of 2013-14, large numbers of cattle were affected by wide spread disease which resulted in a drop of aggregate demand for cattle feed in Kerala and Tamil Nadu. This in turn had an impact on our expected volume of growth in sales. However, we could maintain the previous year volume through excellent quality of the product and effective after sales service. Cattle feed sales volume improved marginally from 3.99 lakhs tonnes to 4.01 lakhs tonnes in the same period. There was abnormal increase in the price of raw materials for cattle feed in the first half of the year and we had managed to avoid loss during that period by revising the selling price of feed suitably. In the second half of the year the ingredient prices had eased and we could generate good margins. The Animal feed division generated a profit of Rs. 1701.50 lakhs against Rs. 882.03 lakhs in the previous year.

The volume of cake processing had decreased from 73,000 tonnes in the previous year to 64,000 tonnes in the year under report. The copra cake was not available in sufficient quantity and we could not fall back on imports due to lack of price parity. However, the increase in the market price of coconut oil helped us to improve the profitability of cake processing division. The cake processing division reported in year 2012-13 a loss of Rs. 46.88 lakhs and this year we reported a profit of Rs. 784.44 lakhs in that Division.

In the Dairy division, the volume of sale of ice cream improved to 1123 kl. against 967 kl. in the previous year, registering a growth of 14 %. The profit of Dairy division for the year 2013-14 is Rs. 159.69 lakhs, which was at Rs. 163.96 lakhs in the previous year. There was an advantage for us on the difference in milk procurement price in Kerala and Tamil Nadu. Off late the gap between the two price has narrowed to almost nil and this may affect the profitability of the Dairy division as a whole in year 2014-15 unless there is upward correction in the selling price of milk.

After the downward trend, the ingredient prices is going up in the current year. We are having good demand for our cattle feed and are hopeful of suitable correction of selling price in tune with ingredient prices. We do not expect further reduction in the cost of cattle feed ingredients in the immediate future. We firmly believe that the sales volume of cattle feed will further improve in the current financial year. We expect to better our performance in Animal feed division, by optimising the feed formulation and making suitable adjustments in the selling prices to match the ingredient prices.

Since there is shortage in the availability of copra cake locally, we have made arrangements for import of copra cake to adjust the shortage of local supply. The market price of coconut oil is above Rs. 150/kg. The price of coconut oil, if continues on the higher side, will improve our margins and we are hopeful of a better performance of Cake Processing Division.

We are taking all steps to improve the market for ice cream by appointing new dealers in untapped areas to improve the volume of sales and thereby utilise more of the unused production capacity. We expect to improve the volume of sale of ice cream and thereby better the margins of Dairy division in the current year.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report, as per Clause 49 of the Listing Agreement.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors'' Association of India for highest processor of coconut oil cake for the year 2012-13. This Award is being received by the Company for the past 23 years consecutively since the inception of the award.

Directors

Shri. K.C. Vijayaraghavan, Shri PD. Anto and Shri John Francis K. will retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment. The Board commend the appointment of Shri K.P John, Shri Jose Paul Thaliyath and Shri Joseph Xavier, the existing independent directors of the Company, as per Section 149 of Companies Act, 2013.

Board also commend the appointment of Mrs. Sathi A. Menon, a practicing chartered accountant, as Independent Director of the Company. With her appointment in the Board, the requirement of a woman director in the Board as per Section 149 of Companies Act, 2013 will also be complied with.

Directors'' Responsibility

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

(i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) accounting policies have been selected and applied 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 year.

(iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance have been furnished separately and form part of this report.

Auditors

M/s. Varma & Varma, Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

With the prior approval of Central Government, M/s. A. R. Narayanan & Co., Cost Accountants, Ernakulam have been appointed as Cost Auditors for the financial year 2013-14 and they will be submitting their Cost Audit Report with in the time limit stipulated.

Disclosure of Particulars

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ''A'' forming part of this report.

Particulars of employees

As there are no employees who are drawing the specified remuneration, particulars of employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from shareholders, bankers, especially ICICI Bank, Registrars and Share Transfer Agents, customers, distributors and suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

By Order of the Board

Sd/- Irinjalakuda M.C. Raul May 29, 2014 Chairman and Managing Director


Mar 31, 2013

The Directors are pleased to present the 49th Annual Report and the audited accounts for the financial year ended 31st March 2013.

Financial Highlights (Rs. in lakhs)

For the year For the year ended 31.03.2013 ended 31.03.2012

Profit before Finance costs, Depreciation and amortisation expenses and Tax expenses 1,401.84 2,291.78

Less : Finance Costs 313.65 245.27

Depreciation and amortisation expenses 422.10 459.47

Tax expenses 200.79 936.54 542.11 246.85

Profit after tax for the current year 465.30 1,044.93

Opening balance of Surplus 260.19 224.36

725.49 1,269.29

Appropriations:

Transfer to General reserve 100.00 600.00

Dividend 320.00 352.00

Dividend distribution tax 474.38 1,009.10

Closing balance of Surplus 251.11 260.19

Dividend

Considering the profits for the current year, your Directors recommend a dividend of 100 % (Rs. 10.00 per share of Rs. 10 each) for the year ended 31st March, 2013 which, if approved at the ensuing annual general meeting, will be paid to those members whose names appear in the Register of Members of the Company as on 31.07.2013. In respect of shares held in dematerialised form, the dividend will be paid on the basis of beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours as on 23.07.2013.

Operations

The turnover of the Company improved by 29 % from Rs. 542 crores to Rs. 697 crores during the year ended 31st March, 2013. Cattle feed sales volume improved by 9 % from 3.66 lakhs tonnes to 3.99 lakhs tonnes in the same period. Unprecedented increase in the price of raw materials for cattle feed had affected the performance of the Animal feed division. That division was under loss till the third quarter. In the last quarter, the ingredient prices stabilised and then the Division could cover up the loss incurred during the first three quarters and earn profit for the year under report. The Animal feed division generated a profit of Rs. 882.03 lakhs against Rs. 1445.52 lakhs in the previous year.

The volume of cake processing improved from 73,000 tonnes in the previous year to 77,000 tonnes in the year under report. However, due to the low price for coconut oil and high cost for copra cake, the performance of cake processing division was seriously affected. The cake processing division had reported a loss of Rs. 46.88 lakhs compared to a profit of Rs. 283.99 lakhs during the year 2011-12. In the Dairy division, the volume of sale of ice cream improved to 960 kl. against 865 kl. in the previous year, registering a growth of 11 %. The profit of Dairy division for the year 2012-13 is Rs. 163.96 lakhs, which was at Rs. 96.95 lakhs in the previous year. The over-all profit after tax is Rs. 465.30 lakhs in year 2012-13 compared to Rs. 1,044.93 lakhs in the previous year.

After the downward trend in the ingredient prices in the last quarter of year 2012-13, the prices are going up again. We do not expect further reduction in the cost of cattle feed ingredients in the immediate future. We have adjusted the selling prices of feed, to match the increase in ingredient prices. We firmly believe that the sales volume of cattle feed will further improve in the current financial year. We expect to better our performance in Animal feed division, by optimising the feed formulation and making suitable adjustments in the selling prices to match the ingredient prices.

At present we are getting sufficient quantity of local copra cake at reasonable price. If sufficient quantity of copra cake is available in the market at reasonable rates and fetches a better realisation for coconut oil in the current year, we can better the performance of Cake Processing Division.

We are taking all steps to improve the market for ice cream. We are appointing new dealers in untapped areas to improve the volume of sales and thereby utilise more of the unused production capacity. We expect to improve the volume of sale of ice cream and thereby better the margins of Dairy division in the current year.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report, as per Clause 49 of the Listing Agreement.

Capital Expenditure

For the future development and expansion of Irinjalakuda Unit, around 72 Ares of land adjacent to Irinjalakuda Unit has been purchased with a total capital outlay of Rs. 5.60 crores. In Palakkad Unit facilities for manufacture of cattle feed in pellet form has been set up by investing around Rs. 70 lakhs. We have entered into a third party arrangement for production of cattle feed in Trivandrum to cater the nearby markets and the production has started.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors'' Association of India for highest processor of coconut oil cake for the year 2011-12. This Award is being received by the Company for the past 22 years consecutively since the inception of the award.

Directors

Shri. A.P. George, Shri Jose Paul Thaliyath and Shri Joseph Xavier will retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

Directors'' Responsibility

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

(i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) accounting policies have been selected and applied 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 year.

(iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance have been furnished separately and form part of this report.

Auditors

M/s. Varma & Varma, Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

With the prior approval of Central Government, M/s. A. R. Narayanan & Co., Cost Accountants, Ernakulam have been appointed as Cost Auditors for the financial year 2012-13 and they will be submitting their Cost Audit Report with in the time limit stipulated.

Disclosure of Particulars

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ''A'' forming part of this report.

Particulars of employees

As there are no employees who are drawing the specified remuneration, particulars of employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from shareholders, bankers, especially ICICI Bank, Registrars and Share Transfer Agents, customers, distributors and suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

By Order of the Board

Sd/-

Irinjalakuda M.C. Paul

May 29, 2013 Chairman and Managing Director


Mar 31, 2012

The Directors are pleased to present the 48th Annual Report and the audited accounts for the financial year ended 31st March 2012.

Financial Highlights (Rs in lakhs)

For the year For the year ended 31.03.2012 ended 31.03.2011

Profit before Finance costs, Depreciation and amortisation expenses and Tax expenses 2,387.83 1,446.98

Less : Finance Costs 341.32 323.82

Depreciation and amortisation expenses 459.47 455.85

Tax expenses 542.11 1,342,90 217.50 997.17

Profit after tax for the current year 1,044.93 449.81

Opening balance of Surplus 224.36 246.46

1,269.29 696.27

Appropriations:

Transfer to General reserve 600.00 100.00

Dividend 352.00 320.00

Corporate Dividend tax 57.10 1009.10 51.91 471.91

Closing balance of Surplus 260.19 224.36

Dividend

Considering the profits for the current year, your Directors recommend a dividend of 110% (Rs 11.00 per share of Rs 10 each) for the year ended 31st March, 2012 which, if approved at the ensuing annual general meeting, will be paid to those members whose names appear in the Register of Members of the Company as on 31.07.2012. In respect of shares held in dematerialised form, the dividend will be paid on the basis of beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours as on 23.07.2012.

Operations

The turnover of the Company improved from Rs 454 crores to Rs 542 crores during the year ended 31st March, 2012, thus registering an increase of 19 % over that of previous year. Cattle feed sales volume improved from 3.20 lakhs tonnes to 3.66 lakhs tonnes by recording a growth of 14 %. The Animal feed division generated a profit of Rs 1533.88 lakhs against Rs 397.73 lakhs in the previous year. The volume of cake processing improved from 62,000 tonnes in the previous year to 73,000 tonnes in the year under report. However, as a result of fall in the price of coconut oil by around 40 % at a time when we had around 10,000 tonnes of imported copra cake on hand, the profit of cake processing division experienced a fall in profit from Rs 481.30 lakhs in the previous year to Rs 291.64 lakhs during the year 2011-12. In the Dairy division, the volume of sale of ice cream remained more or less at the same levels that of previous year at 865 kl. The profit of Dairy division for the year 2011-12 is Rs 96.99 lakhs, which was at Rs 145.03 lakhs in the previous year. The over-all profit after tax thereby improved from Rs 449.81 lakhs in year 2010-11 to Rs 1,044.93 lakhs in the year under report.

As a result of increase in railway freight and introduction of service tax on railway freight in March, 2012, the prices of major ingredients have gone up by around Rs 750 per tonne. We do not expect a significant fall in the cost of cattle feed ingredients in the immediate future. We have adjusted the selling prices of feed, to match the increase in ingredient prices. We firmly believe that the sales volume of cattle feed will further improve in the current financial year. We expect to better our performance in Animal feed division, by optimising the feed formulation and making suitable adjustments in the selling prices along with the ingredient prices.

At present we are getting sufficient quantity of local copra cake at reasonable price. If the price of coconut oil and copra cake remains at this level and sufficient quantity is available in the market for processing, in the current year, we expect to better our performance.

We are taking all steps to improve the market for ice cream. We are appointing new dealers in untapped areas to improve the volume of sales and thereby utilise more of the unused production capacity. We expect to improve the volume of sale of ice cream and thereby better the margins of Dairy division in the current year.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report, as per Clause 49 of the Listing Agreement.

Capital Expenditure

The office of Koratty Unit has been shifted to the new administrative building costing Rs 66 lakhs in November, 2011. A new silo for storage of material costing Rs 35 lakhs has been added in Irinjalakuda Unit. A new tailor made ERP has been implemented in all Units and an amount of Rs 101 lakhs has been incurred thereto including hardware.

For the future development and expansion of Irinjalakuda Unit, negotiations for acquiring adjacent properties of around 72 Ares are at final stages, which may involve a capital outlay of around Rs 5.70 crores.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors' Association of India for highest processor of coconut oil cake for the year 2010-11. This Award is being received by the Company for the past 21 years consecutively since the inception of the award.

Directors

Shri. K. P John, Shri John Francis K. and Shri T.R. Ragulal will retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

Directors' Responsibility

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

(i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) accounting policies have been selected and applied 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 year.

(iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance have been furnished separately and form part of this report.

Auditors

M/s. Varma & Varma, Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for re-appointment. Disclosure of Particulars

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 'A' forming part of this report.

Particulars of employees

As there are no employees who are drawing the specified remuneration, particulars of employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from shareholders, bankers, especially ICICI Bank, Registrars and Share Transfer Agents, customers, distributors and suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

By Order of the Board

Sd/-

Irinjalakuda M.C. Paul

May 30, 2012 Chairman and Managing Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their 47th Annual Report together with the audited accounts for the financial year ended 31st March 2011.

Financial Highlights (Rs. in lakhs)

For the year For the year ended 31.03.2011 ended 31.03.2010

Profit before depreciation 1123.15 1650.45

Depreciation 455.84 384.31

Taxation including deferred tax 217.50 438.87

Profit after tax 449.81 827.27

Surplus brought forward 246.46 204.24

Transfer to General Reserve 100.00 411.90

Dividend 320.00 320.00

Corporate Dividend Tax 51.91 53.15

Dividend

Considering the profits for the current year, your Directors recommend a dividend of 100% (Rs. 10.00 per share of Rs. 10 each) for the year ended 31st March, 2011 which, if approved at the ensuing Annual General Meeting, will be paid to those members whose names appear in the Register of Members of the Company as on 28.07.2011. In respect of shares held in dematerialised form, the dividend will be paid on the basis of beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours as on 18.07.2011.

Operations

The turnover of the Company improved from Rs. 371 crores to Rs. 454 crores during the year ended 31st March, 2011, thus registering an increase of 22 % over that of previous year. Though a portion thereof may be attributed to the increase in the selling price of cattle feed, there is considerable volumewise growth in sale of cattle feed. Cattle feed sales volume improved by 12% when it grew from 2.86 lakhs tonnes in the previous year to 3.20 lakhs tonnes in the current year under report. This is despite a loss of production in Vedagiri Unit for six months due to deliberate slowing down of production by a section of workers and consequent lock-out of the Unit. In the first three quarters of the year under report, we had incurred loss due to the abnormal increase in the price of ingredients for cattle feed unmatched with the upward revision in selling prices. However, we could make good the loss in the last quarter as the price of ingredients eased and consequently our margins improved. The mismatch in the prices for feed ingredients and finished products resulted in to a slide in the profits after tax, from Rs. 827.27 lakhs in year 2009-10 to Rs. 449.81 lakhs in the year under report.

The volume of oil cake processing also was maintained more or less at the same levels as that of previous year. This is mainly due to nonavailability of copra cake locally at reasonable price during the last quarter of the current year and also due to postponement of delivery schedule of copra cake imports. During the year under report, though there is a narrow fall of 2.65% in oil cake processing volume, the Oil Cake Processing Division presented a slight improvement in its profits. Your Company could present a reasonable bottom line with the help of Oil Cake Processing Division, where the profit was maintained at the same levels as that of previous year. The better realisation on coconut oil coupled with strategic imports helped the Oil Cake Processing Division to match previous year performance despite the sudden spurt in the price of copra cake.

The sales volume of ice cream is 861 kl compared to previous year figure of 890 kl. In the year 2009-10, we achieved a 12.50% growth in ice cream sales. During the year under report, we concentrated on consolidation of volume and better margins. The Dairy Division excelled its performance by improving the profits from that division by 43% compared to that of previous year.

Cattle Feed and Solvent industries are passing through a very challenging period. The average cost of cattle feed ingredients more than doubled over the last five years. We do not expect a significant fall in the cost of cattle feed ingredients in the immediate future, at the same time also not expecting a sudden spurt. By optimising the feed formulation and adjusting suitably the selling price in tune with the ingredient prices, we expect to better our performance in the next year.

The availability of local copra cake is still experiencing short supply and high price. We have made arrangements to cover up the shortfall by import of copra cake from Philippines and Indonesia at comparatively economical price. The price of coconut oil had surpassed Rs. 100 a kg., which has almost doubled compared to the price a year before, and this is expected to rule for another five to six months. If the price of coconut oil rules at this level as expected, we could present good working results in the next year also.

We had commissioned another ice cream plant with 2000 lpd capacity at Vedagiri in March, 2011. Though there is stiff competition from other local brands, we are aiming to better the performance of Dairy Division with the additional capacities.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report, as per Clause 49 of the Listing Agreement.

Capital Expenditure

The ice cream manufacturing Unit adjacent to our existing cattle feed plant at Vedagiri has been commissioned on 28.03.2011. The capital outlay of the new ice cream unit is Rs. 127 lakhs as on 31.03.2011 excluding the value of land already owned by the Company.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors' Association of India for highest processor of coconut oil cake for the year 2009-10. This Award is being received by the Company for the past 20 years consecutively since the inception of the award. Your Company has also won the Best Productivity Performance Awards instituted by the National Productivity Council, New Delhi in the category of animal feed processing industry continuously for ten years beginning with 1996-97.

Directors

Shri. A.P. George, Shri P.D. Anto and Dr. K.C. Vijayaraghavan will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Shri. Joseph Xavier, appointed by the Board in its meeting held on 29th January, 2010 pursuant to Section 262 of the Companies Act, 1956 and Article 110 of the Articles of Association of the Company as a Director of the Company in the casual vacancy arising out of the death of Shri T.C. Mathew, vacates his office as Director of the Company at the ensuing Annual General Meeting by virtue of the provisions of the said Section. Your Company has received notice in writing under his hand signifying his candidature for the office of Director along with a deposit of Rs. 500 as per the provisions of Section 257 of the Companies Act, 1956.

Directors' Responsibility

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

(i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) accounting policies have been selected and applied 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 year.

(iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance have been furnished separately and form part of this report.

Auditors

M/s. Varma & Varma, Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

Disclosure of Particulars

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ‘A' forming part of this report.

Particulars of employees

As there are no employees who are drawing the specified remuneration, particulars of employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from Shareholders, Bankers, especially ICICI Bank, Registrars and Share Transfer Agents, Customers, Distributors and Suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

By Order of the Board

Sd/- M.C. Paul Chairman and Managing Director

Irinjalakuda May 30, 2011


Mar 31, 2010

The Directors have pleasure in presenting their 46th Annual Report together with the audited accounts for the fnancial year ended 31st March 2010.

Financial Highlights (Rs. in lakhs) For the year For the year ended 31.03.2010 ended 31.03.2009 Proft before depreciation 1650.45 759.77 Depreciation 384.31 259.03 Taxation including deferred tax 438.87 180.20 Proft after tax 827.27 320.54 Surplus brought forward 204.24 102.99 Transfer to General Reserve 411.90 32.10 Dividend 320.00 160.00 Corporate Dividend Tax 53.15 27.19

Dividend

Considering the profts for the current year, your Directors recommend a dividend of 100 % (Rs. 10.00 per share of Rs.10 each) for the year ended 31st March, 2010 which, if approved at the ensuing Annual General Meeting, will be paid to those members whose names appear in the Register of Members of the Company as on 29.07.2010. In respect of shares held in dematerialised form, the dividend will be paid on the basis of benefcial ownership as per the details furnished by the Depositories for this purpose at the end of business hours as on 19.07.2010.

Operations

The turnover of the Company improved from Rs. 350 crores to Rs. 371 crores during the year ended 31st March, 2010, thus registering an increase of 6 % over that of previous year. The improvement in turnover is mainly due to the increase in the selling price of cattle feed and due to substitution of higher quality feed in place of low end products. Quantitywise the sale of cattle feed maintained at the same levels as that of previous year. The volume of cake processing also was maintained at the same levels that of previous year. The volume of ice cream sales enhanced from 791 kl to 890 kl recording a growth of 12.50 %. In respect of cattle feed, despite the decline in the cattle population in Kerala, due to uneconomical dairy farming operations and high rate of decease in animals, we could maintain the same level of volume of sales as that of previous year. The Company could present an outstanding result compared to that of previous year because of the excellent performance in the cake processing division, which was in the previous year in the negative. The profts after tax improved from Rs.320.54 lakhs in year 2008-09 to Rs. 827.27 lakhs in the year under Report recording an increase of 158.09 % over that of previous year.

We had reported last year that the Cattle Feed and Solvent industries are passing through very challenging and diffcult period for the past few years. Inspite of frequent increase in the ingredient prices and other overhead costs, mainly the labour cost, your Company could maintain the sales volume and generate reasonable profts through continuous improvement of the operational effciencies and by passing on these increase in costs to customers in bearable doses. The average cost of cattle feed ingredients almost doubled over the last four years registering an increase by Rs. 3870 per tonne. It is likely that the cost of the cattle feed ingredients will rule at these high levels in the next year also. By optimising the feed formulation and adjusting suitably the selling price in tune with the ingredient prices, we expect to better our performance in the coming year also.

The Company could marginally improve the quantity of oil cake processed during the fnancial year 2009-10 in the Oil Cake Processing Division. In the year 2008-09 the coconut oil cake price was totally imbalanced compared to the price of coconut oil. Thereby that division had incurred considerable loss during the year 2008-09. During the year under report the coconut oil cake price was in tune with the coconut oil price and the cake processing division could generate reasonable profts.

Dairy Division has started generating profts as a result of revamping of milk operations and concentrating more on ice cream. 1000 lpd production capacity of ice cream added in Thalayathu Unit has started giving results. Another ice cream production unit in Vedagiri is being under erection and will start operations by August, 2010. Your Directors envisage more production units nearer to the identifed potential markets in future.

The negotiation with a reputable company, engaged in property development, for sale of Mysore property which was going on for nearly two years was terminated at the fnal stages due to their inability to continue with the deal as a result of recession in their industry. Efforts to locate another prospective buyer is going on. In the opinion of the Board, there is no urgency for sale of the said property and the value thereto will only appreciate in future.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report, as per Clause 49 of the Listing Agreement.

Capital Expenditure

The 500 tpd cattle feed plant in Irinjalakuda with all critical equipments thereof being imported from internationally renowned machinery manufacturers has been commissioned on 14.07.2009. Your Company has so far invested Rs. 13.37 crores for the said project. An ice cream production unit is under construction in Vedagiri adjacent to our existing cattle feed plant with an estimated capital outlay of Rs. 80 lakhs.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors’ Association of India for Highest Processor of Coconut Oil Cake for the year 2008-09. This Award is being received by the Company for the past 19 years consecutively since the inception of the award. Your Company has also won the Best Productivity Performance Awards instituted by the National Productivity Council, New Delhi in the category of Animal Feed Processing Industry continuously for ten years beginning with 1996-97.

Condolence

We, the Members of the Board, wish to place on record our profound grief and deep sense of sorrow at the sad demise of Shri T.C. Mathew on 13th December, 2009, who was a Director of the company from 29.12.1970 and a member of the Audit Committee from the constitution of the same on 28.09.2002 till his death.

We also record our appreciation on the exemplary and selfess service rendered by him for the growth and development of the Company, since he joined as a Director of the Company.

Directors

Sri. John Francis K., Sri. T.R. Ragulal and Dr. Jose Paul Thaliyath will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Consequent to the death of Shri T.C. Mathew, the Board, in its meeting held on 29st January, 2010, has appointed Sri. Joseph Xavier as a Director of the Company in the casual vacancy arising out of the death of Shri T.C. Mathew pursuant to Section 262 of the Companies Act, 1956, and Article 110 of the Articles of Association of the Company, to hold offce till the date Late Sri. T.C. Mathew otherwise would have hold offce.

Directors’ Responsibility

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confrm that:

(i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating dto material departures.

(ii) accounting policies have been selected and applied 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 fnancial year and of the proft of the Company for that year.

(iii) proper and suffcient care has been taken 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) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Corporate Governance Report, Management Discussion and Analysis Report and Certifcate from Auditors on Corporate Governance have been furnished separately and form part of this report.

Auditors

M/s. Varma & Varma, Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

Disclosure of Particulars

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ‘A’ forming part of this report.

Particulars of employees

As there are no employees who are drawing the specifed remuneration, particulars of employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from Shareholders, Bankers, especially ICICI Bank, Registrars and Share Transfer Agents, Customers, Distributors and Suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

By Order of the Board Sd/- Irinjalakuda M.C. Paul May 29, 2010 Chairman and Managing Director

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