Directors Report of Pioneer Agro Extracts Ltd.

Mar 31, 2015

The Directors have pleasure in presently their 23rd Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015. Financial Results:

March 31,2015 March 31,2014

Particulars

Gross Sales 517019247 381205631

Less: State Excise & VAT 20476 64834

Net Sales 516998771 381140797

Other Income 3353819 2964338

Total 520352590 384105134

Profit before depreciation & -19675948 -10053346 taxation

Less: Depreciation 6715316 7577899

Less: Provision for taxation 657175 710644

Add: Prior period adjustment (Taxation) 93750 0

Profit after taxation -25827839 -16920581

Add: Balance brought forward from previous year WTO1OH -17745164 -824583



Surplus available for appropriation 0 0

Appropriations 0 0

General Reserve 0 0

Proposed Dividend 0 0

Tax on Dividend

Additional depreciation on fixed asset 0 0

Balance carried to Balance sheet -43573003 -177451664

DIVIDEND:

During the year under review, the Board of Directors has not recommended any dividend on the equity share capital. The Company wants to conserve the resources and strengthen the financial base of the company. So that your directors do not recommended any dividend for the financial year ended 31a March, 2015.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs.4, 33 23,000. During the year under review, the company neither issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was 27,89,868/- The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

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

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company's CSR philosophy is based on the belief that a successful business can be developed only by creating a prosperous society around. Reaching out to deprived communities is part of the company's vision and its CSR initiatives aim at supplementing the government endeavors to help the citizens in the vicinity achieve better living standards, and good quality of life. The company has been engaging with civil society, public at large through disseminator/of ks CSR. initiatives.

DIVIDEND:

During the year under review, the Board of Directors has not recommended any dividend on the equity share capital. The Company walls to conserve the resources and strengthen the financial base of the company. So that your directors do not recommended any dividend for the financial year ended 31™ March, 2015.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs.4, 33 23,000. During the year under review, the company neither issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was 27,89,868/- The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

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

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company's CSR philosophy is based on the belief that a successful business can be developed only by creating a prosperous society around. Reaching out to deprived communities is part of the company's vision and its CSR initiatives aim at supplementing the government endeavors to help the citizens in the vicinity achieve better living standards..arjd good quality of life. The company has been engaging with civil society, public at large through dissemination Of te€8H£| initiatives.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo is given in the Aiinexure No A. which forms part of the Board Report.

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

Mr. Anuj Rai Bansal has resigned from the Board of Company on 01.10.2014. The Board places on record its gratitude for the services rendered by Mr. Anuj Rai Bansal during his tenure as Member of the Board.

As per the Provision of Section 152 of the Companies Act 2013 Sh. Ajay Kumar Goel, Whole Time Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Your Board of Director has recommended his appointment in their meeting held on 30th May, 2015.

Sh. Sanjeev Kumar Kohli was appointed as an Additional Director on 31st April, 2015 under section 161 of the Companies Act 2013 who holds office till the date of the ensuing Annual General Meeting of the Members of the Company. It has been proposed to appoint him as an Independent Director not retire by rotation for a consecutive term of Five years effective from the date of passing of resolution by the members through postal ballot which has been sent to the members.

The company should have at least one woman Director under Section 149 of the Companies Act, 2013. In light of above view Smt. Neeraj Sharma was appointed as an Additional Director on 12Ih March, 2015 under section 161 of the Companies Act 2013 who holds office till the date of the ensuing Annual General Meeting of the Members of the Company. It has been proposed to appoint her as an Independent Director not retire by rotation for a consecutive term of Five years effective from the date of passing of resolution by the members through postal ballot which has been sent to the members.

Mr. Shyam Manohar Parashar has been appointed as Chief Financial Officer ofthe Company on 22nd August, 2014 as per provisions of Section 203 ofthe Companies Act, 2013.

Mr. Sahil Mahajan has been appointed as Company Secretary ofthe Company on 22nd August, 2014 as per provisions of Section 203 ofthe Companies Act, 2013

Declaration of Independence by Directors

The company has received the declaration from all the Independent Directors ofthe Company Mr. Sanjeev Kohli, Mrs. Neeraj Sharma. Mr. Rajinder Kumar Uppal and Mr. Dinesh Sharma confirming that they meet to the criteria of Independence prescribed both under sub-section (6) of Section 149 ofthe Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Remuneration Policy

The Board has, on the recommendation ofthe Appointment & Remuneration Committee framed a policy for SgJK&lSirRs,* appointment of Directors, Senior Management and their remuneration. The Remuneration Policy Corporate Governance Report.

Director's Responsibility Statement:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Related Party Transactions

The company has entered a contract with its related party Pioneer Industries Limited. Before entering into, the Audit Committee of the Company has approved such related party transaction to be performed with Pioneer Industries Limited. The particulars of contracts entered into by the company with its related party i.e. Pioneer Industries Limited pursuant to Section 188 of the Companies Act, 2013 is annexed herewith in Form AOC-2. Annexure No B. which forms a part of the Report.

Subsidiary Companies

The Company does not have any subsidiary.

Code of Conduct

The Board of Directors has approved a "Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.pioneeragro.co.in.

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

Vigil Mechanism / Whistle Blower Policy:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

Auditor's Report/ Secretarial Audit Report

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Auditors

M/s Vasudeva & Co., Chartered Accountants, Statutory Auditor of the Company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment for the Financial Year 2015-16. The Company has received a written certificate to the effect that their appointment, if made, would be made within prescribed limits under Section 14l{3)(g) of the Companies Act 2013 read with Companies (Audit & Auditors) Rules, 2014 and they are not disqualified for appointment. The Board and Audit Committee have also recommended statutory auditor's re- appointment. Members are requested to consider their re-appointment.

Further M/s Yudhistir & Co., Chartered Accountants has been appointed as Internal Auditor pursuant to Section 138 of the Companies Act, 2013 for the Financial Year 2015-16 Appointment of Cost Auditor of the Company

The Board appointed M/s J.Verma & Associates, Cost Accountant, as cost auditor of the Company for the financial year 2015-16 for Edible Oil business at a remuneration of Rs. 25000/- plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members of the Company at the ensuing Annual General Meeting of the Company pursuant to Section 148 of the Companies Act 2013 read with Companies (Audit and Auditors) rules, 2014.

Secretarial Audit

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Anuj Bansal & Associates, Practicing Company Secretary to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit report is annexed herewith as "Annexure C"

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure D".

Business Risk Management:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference ace set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of th'ei corripaiy.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Eight Board Meetings, Five Remuneration Committee, Four Stakeholders Relationship Committee, One Independent Director Meeting, and Six Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act. the reports and accounts are being sent to the members and others entitled thereto, excluding the information oh employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

Corporate Governance and Management Discussion & Analysis Reports

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement

Segment wise Performance

Your company is engaged in the manufacturing of edible oils and vanaspati, which as per Accounting Stand and 17 and under provisions of Companies (Accounting Standard) Rules is considered the only primary business segment i.e. Edible Oils Segment.

Acknowledgements

Your directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and cooperation your Company has been receiving from its suppliers, stockiest, retailers, business partners and other associated with the company as its trading partners. Your company looks upon them as partners in its progress and has shared with them the rewards of growth.

The Directors also wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of the Board

(Ajay Kumar Goel)

Joint Managing director (Jagat Mohan Aggarwal)

Din No-01105207 Managing Dircetor

Din No-00750120

Place: Pathankot

Dated: 27.05.2015

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Mar 31, 2014

The Members,

The Directors have great pleasure in presenting the 22nd Annual Report on the business and operation of the company together with Audited Financial Statement of Accounts for the year ended March 31 2014.

FINANCIAL RESULTS

During the current year operations the financial performance of the Company was as under-

{Rs. in Lacs)

Particulars 2013-14 2012-13

Operating Profit/(Loss) (33.17) 59.02

Interest & Financial charges 67,36 84.61

Net Profit/(Loss) before Depreciation & taxation (100.53) (25.59)

Depreciation 75.78 88.66

Net Profit/(Loss) after Depreciation (176.31) (114.25) but before taxes

Provision for Taxation (net of (7,11) (9.97) Current & Deferred Tax)

Net Profit/(Loss) after taxation (169.20) (104.28)

Excess taxation provision written back 0,00 0.00

Income Tax paid 0.00 0.00

Net Profit/(Loss) brought forward from the (8.25) 96.03 previous years

Profit/(Loss) carried to Balance Sheet (177.45) (8.25)

DIVIDEND

In order to conserve the resources and strengthen the financial base of the company and funds requirement for the smooth working of unit and further growth, your directors do not recommend any dividend for the year ended 31st March, 2014.

OPERATIONS AND BUSINESS PERFORMANCE

The sales and other income during the year is Rs 3811.41 lacs as against Rs. 5869.71 lacs during the previous year. The production of vanaspati and refined oils aggregated to 5257.653 M.T. as against 7741.183 M.T during the previous year.

Kindly refer to Management Discussion and Analysis covered under Corporate Governance that forms parts of this Annual Report.

DIRECTORS

Mr. Anil Thapar & Mr. Sameer Aggarwal have resigned from the Board of Company on 28.10.2013 & 30.11.2013 respectively. The Board places on record its gratitude for the services rendered by Mr. Anil Thapar & Mr. Sameer Aggarwal during their tenure as member of the Board.

Mr. Bharat Bhusan Aggarwal, director is liable to retire by rotation and being eligible have offered himself for reappointment at the ensuing AGM. Your Board of directors has recommended his appointment in their meeting held on 30th May, 2014.

Mr Rajinder Kumar Uppal has been appointed Independent Director w.e.f. 30.05.2014 to fill the vacancy arises from the resignation of Mr. Sameer Aggarwal.

Mr. Dinesn Sharma is proposed to be re-appointed as Independent Director by Board of Directors w.e.f. 01.10.2014 for Five Years subject to approval of Shareholders of the Company as per Section 149(10) and 149(11) read with Schedule IV of the Act within 1 year from 1st April, 2014, subject to compliance with the eligibility and other prescribed conditions.

Mr. N.L Chaddha has been appointed as Chief Executive Officer of the company w.e.f.07.05.2014

LISTING OF SECURITIES

The Company''s share continues to remain listed with "The Bombay Stock Exchange, Mumbai".

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956, the Directors of the Company state that:

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

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for that period;

(c) the Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for preventing and detecting fraud and other irregularities;

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

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the Public under section 58A of the Companies Act read together with Companies (Acceptance of Deposits) Rules, 197§ during the year 2013-14, further, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance sheet

INSURANCE

APPOINTMENT OF STATUTORY AUDITOR/ INTERNAL AUDITOR

M/s Anil Vasudeva & Co., Chartered Accountants, Statutory Auditors of the company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment, The Company has received a written certificate as per section 141 of Companies Act 2013, read with Companies (Audit & Auditors Rule 2014) to the effect that their appointment, if made, would be within the prescribed limit. The Board and Audit committee has also recommended statutory auditor''s appointment. Members are requested to consider their re-appointment,

M/s. Yudhisthir & Co, Chartered Accountants has been appointed as Internal Auditor pursuant to section 138 of Companies Act 2013 for the financial year 2014-15.

AUDITOR''S REPORT.

The observations made in the Auditor''s Report together with the Notes on Accounts thereon are self explanatory and require no further clarification from the directors under section 217 (3) of the Companies Act, 1956.

APPOINTMENT OF COST AUDITORS ''

To comply with the provisions of the Companies Act, 2013, the Board of Directors has approved to re-appoint M/s J. Verma & Associates, Cost Accountants, Jalandhar as Cost Auditors of the Company for the Financial Year 2014-15 subject to Central Government Approval & Shareholder approval.

Further, due date of filing the Cost Audit Report in respect of Animal or Vegetable Fats and Oils activities of the Company for the financial year 2012-13 was 30th September 2013, and the same was filed with the Ministry of Corporate Affairs, Govt, of India on 3rd September, 2013. .

Cost Audit Report for the Financial Year 2013-14 will be submitted by the Company/Cost- Auditors in due course.

CORPORATE SOCIAL RESPONSIBILITY: COMPANY''S PHILOSOPHY:

The Company''s CSR philosophy is based on the belief that a successful business can be developed only by creating a prosperous society around. Reaching out to deprived communities is part of the Company''s vision and its CSR initiatives aim at supplementing the government endeavors to help the citizens in the vicinity achieve better living standards and good quality of life. The Company has been engaging with civil society, public at large through dissemination of its CSR initiatives.

HUMAN RESOURCES:

The Company recognizes the need to have optimum level of human resource and orientation towards team efforts for sustained growth and perform -ance. Your company believes that people constitutes the strength of the organization and has established systems that reduces hierarchy and fosters performance, transparency, fairness and empowerment at all levels.

Your company continues to maintain excellent industrial relations with all its employees and independent job work firms. Adequate safety and welfare measures are in place and your company will continue to improve the same on ongoing basis.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration which requires disclosures under section 217 (2A) of the Companies Act, 1956 and the rules made therein as amended from time to time. Further, since there was no such remuneration received the company had nothing to disclose under the requirements of provisions section 219 (1) (b) of the said Act.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board) Rules, 1988 regarding Conversation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, wherever applicable, is given in the Annexure ''A'' which forms a part of this Report.

HUMAN RESOURCES

Your Company''s Human Resource agenda for the year was focused on strengthening four key areas: building a robust and diverse talent pipeline, enhancing individual and organisational capabilities for future readiness, driving greater employee engagement and strengthening employee relations further through progressive people practices at the shopfloor. Your Company has been investing in progressive employee relations practices to ensure that it invests in capability at the grass root level.

REPORT ON CORPORATE GOVERNANCE

It has always been the Company''s endeavor to excel through better Corporate Governance and fair and transparent practices. The Company complies with the clause 49 of the Listing Agreement.

The Board of Directors of the Company had also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the following form part of this Annual Report:

(a) Compliance certificate from Chairman and Managing Director and General Manager (Finance) is given as Annexure ''B'' to the Directors'' Report.

(b) Corporate Governance Report along with Auditors certificate regarding compliance of Corporate Governance is attached as Annexure C.

(c) Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

SEGMENT WISE PERFORMANCE ,

Your Company is engaged in the manufacturing of edible oils and vanaspati, which, as per Accounting Standard 17 and under provisions of Companies (Accounting Standard) Rules 2006 is considered the only primary business segment i.e. Edible Oils Segment.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co- operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board

(Jagat Mtdran Aggarwal) (Ajay JSumar Goel) Managing Director Joint Managing Director DIN: 00750120 DIN: 01105207

Address:"Vasu Vatika",Shant Vihar, Address: Opposite DAV Centenary Garden Colony Extension, Mission Senior Sec.School, Mission Road, Road, Pathankot-145001 Pathankot-145001

Place: Pathankot Dated : 30.05.2014

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Mar 31, 2013

To, The Members,

The Directors have great pleasure in presenting the 21st Annual Report on the business and operation of the company together with Audited Financial Statement of Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

During the current year operations the financial performance of the Company was as under -

(Rs. in Lacs)

Particulars 2012-13 2011-2012

Operating Profit/(Loss) 59.02 273.32

Interest & Financial charges 84.61 124.90

Net Profit/(Loss) before Depreciation & taxation (25.59) 148.42

Depreciation 88.66 65.49

Net Profit/(Loss) after Depreciation but before taxes (114.25) 82.93

Provision for Taxation (net of Current & Deferred Tax) (9.97) 15.30

Net Profit/(Loss) after taxation (104.28) 67.63

Excess taxation provision written back 0.00 0.00

Income Tax paid 0.00 0.00

Net Profit/(Loss) brought forward from the previous years 96.03 28.40

Profit/(Loss) carried to Balance Sheet (8.25) 96.03

DIVIDEND

In order to conserve the resources and strengthen the financial base of the company and funds requirement for the smooth working of unit and further growth, your directors do not recommend any dividend for the year ended 31st March, 2013.

OPERATIONS AND BUSINESS PERFORMANCE

The sales and other income during the year is Rs.5869.71 lacs as against Rs. 12101.69 lacs during the previous year. The production of vanaspati and refined oils aggregated to 7741.183 M.T. as against 18040.279 M.T. during the previous year.

Kindly refer to Management Discussion and Analysis covered under Corporate Governance that form parts of this Annual Report.

DIRECTORS

Mr. Vipan Aggarwal has resigned from the Board of Company on 30.05.2013. The Board places on record its gratitude for the services rendered by Mr. Vipan Aggarwal during his tenure as member of the Board.

Mr. Dinesh Sharma and Mr. Sameer Aggarwal are the directors liable to retire by rotation and being eligible have offered themselves for reappointment at the ensuing AGM. Your Board of directors have recommended his appointment in their meeting held on 30th May, 2013.

LISTING OF SECURITIES

The Company''s share continues to remain listed with "The Bombay Stock Exchange, Mumbai".

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956, the Directors of the Company state that:

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

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for that period;

(c) the Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for preventing and detecting fraud and other irregularities;

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

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the Public under section 58A of the Companies Act read together with Companies (Acceptance of Deposits) Rules, 1975 during the year 2012-13, further, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance sheet.

INSURANCE

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, flood and other risks which are considered necessary by the Management.

APPOINTMENT OF STATUTORY AUDITORS

M/s Anil Vasudeva & Co., Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under Section 224(1 B) of the Companies Act, 1956. The Board and Audit committee has also recommended statutory auditor''s appointment. Members are requested to consider their re-appointment.

AUDITOR''S REPORT.

The observations made in the Auditor''s Report together with the Notes on Accounts thereon are self explanatory and require no further clarification from the directors under section 217 (3) of the Companies Act, 1956.

APOINTMENT OF COST AUDITORS

To comply with the provisions of Section 233B of the Companies Act, 1956, the Board of Directors has approved to re-appoint M/s J. Verma & Associates, Cost Accountants, Jalandhar as Cost Auditors of the Company for the financial year 2013-14 subject to Central Government Approval.

Further, due date of filing the Cost Audit Report in respect of Animal or Vegetable Fats and Oils activities of the Company for the financial year 2011-12 was 28th February 2013, and the same was filed with the Ministry of Corporate Affairs, Govt, of India on 30th Dec 2012.

Cost Audit Report for the Financial Year 2012-13 will be submitted by the Company/Cost- Auditors in due course.

CORPORATE SOCIAL RESPONSIBILITY: COMPANY''S PHILOSOPHY:

The Company''s CSR philosophy is based on the belief that a successful business can developed only by creating a prosperous society around. Reaching out deprived communities is part of the Company''s vision and its CSR initiatives aim at supplementing the government endeavors to help the citizens in the vicinity achieve better living standards and good quality of life. The Company has been engaging with civil society, public at large through dissemination of its CSR initiatives.

RESPECT FOR HUMAN RESOURCES:

The Company recognizes the need to have optimum level of human resource and orientation towards team efforts for sustained growth and performance. Your company believes that people constitutes the strength of the organization and has established systems that reduces hierarchy and fosters performance, transparency, fairness and empowerment at all levels.

Your company continues to maintain excellent industrial relations with all its employees and independent job work firms. Adequate safety and welfare measures are in place and your company will continue to improve the same on ongoing basis.

RESPECT FOR ENVIRONMENT:

The Company has long believed that it has a moral responsibility to ensure environment friendly practices even if there are no external regulations and controls. The Company has been taking up initiatives towards promoting green cover, ever since our inception, both within the factory premises and helping others to do this. In addressing issues of environmental care and climate change the Company has taken a holistic perspective. It covers a spectrum of activities, enhancing green belts, discharge elimination, leakage elimination, air emission reduction, adoption of clean processes, energy conservation, optimization of fuels and oils, recycling, recovery and reuse, process waste reduction, and resource conservation. These efforts have led to significant saving in natural resources particularly water and energy. By treating the outflows, water is being reused for the plant processes themselves or for irrigation purposes. Through continuous efforts, the Company has been able to bring down its energy use.

RESPECT FOR HUMAN RIGHTS:

All care and precautions are taken to avoid any cases of complicity with human rights abuses in workplaces and operational areas.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration which requires disclosures under section 217 (2A) of the Companies Act, 1956 and the rules made therein as amended from time to time. Further, since there was no such remuneration received the company had nothing to disclose under the requirements of provisions section 219 (1) (b) of the said Act.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board) Rules, 1988 regarding Conversation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, wherever applicable, is given in the Annexure ''A'' which forms a part of this Report.

EMPLOYEE RELATIONS

Industrial relations during the year under review were cordial and peaceful. The management wishes to place on record, the excellent cooperation and contribution made by the employees, collectively called "PIONEER FAMILY", at all levels of the organisation to the continued growth of the company. There was constant focus on all round organizational development. Various training programs including visionary exercises were conducted for personal as well as professional development of the employees.

REPORT ON CORPORATE GOVERNANCE

it has always been the Company''s endeavor to excel through better Corporate Governance and fair and transparent practices. The Company complies with the clause 49 of the Listing Agreement.

The Board of Directors of the Company had also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the following form part of this Annual Report:

(a) Compliance certificate from Managing Director and General Manager (Finance) is given as Annexure ''B'' to the Directors'' Report.

(b) Corporate Governance Report along with Auditors certificate regarding compliance of Corporate Governance is attached as Annexure C.

(c) Management Discussion and Analysis

SEGMENT WISE PERFORMANCE

Your Company is engaged in the manufacturing of edible oils and vanaspati, which, as per Accounting Standard 17 and under provisions of Companies (Accounting Standard) Rules 2006 is considered the only primary business segment i.e. Edible Oils Segment.

ACKNOWLEDGEMENT

Yours Directors express their deep and sincere appreciation for the continued cooperation and valuable support extended to the company by the Government Authorities, Company''s Bankers, Financial Institutions, vendors, Customers and shareholders during the year under review and look forward to receive greater measure of the same. Your Directors also express and convey their warm appreciation to all employees for their diligence and contribution to the Growth of the Company.

Your support as shareholders is greatly valued.

For and on behalf of the Board

Dated : 30.05.2013 (JAGAT MOHAN AGGARWAL) (AJAY GOEL)

Place : Pathankot Managing Director Joint Managing Director

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Mar 31, 2010

LISTING OF SECURITIES

Shares of the Company are listed on "The Stock Exchange, Mumbai".

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956, the Directors of the Company state that:

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

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for that period;

(c) The Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for preventing and detecting fraud and other irregularities;

(d) That the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

The Company has not accepted Fixed Deposits from the Public under section 58A of the Companies Act read together with Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

INSURANCE OF FIXED ASSETS

The Fixed Assets of the Company are adequately insured.

AUDITORS

M/s. AnrJ Vasudeva & Co., Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from them to the effect that their appointment, if made would be within the prescribed limit under Section 224(1 B) of the Companies Act, 1956. Members are requested to consider their reappointment.

AUDITORS REPORT.

The observations made in the Auditors Report together with the Notes on Accounts thereon are self explanatory and require no further clarification from the directors under section 217 (3) of the Companies Act, 1956. Due to wide fluctuation in the prices of Edible oil, as it is quite difficult for the management to predict the profitability of the company so, no provision for deferred tax has been provided.

COST AUDITORS

M/s J. Verma & Associates, Cost Accountants, Jalandhar have been appointed as Statutory Cost Auditors of the Company for the financial year 2010-2011 for which approval from the Central Government, Cost Audit Branch, New Delhi has already been received.

PARTICULARS OF EMPLOYEES

There has been no employee who was getting the remuneration in excess of the prescribed limits under section 217(2A)of the Companies Act, 1956. Therefore, the information as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 has not been furnished.

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

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, wherever applicable, is given in the Annexure A which forms a part of this Report.

EMPLOYEE RELATIONS

The relations with the staff members and the workforce continued to be cordial and satisfactory during the year under review. Your Directors are pleased to acknowledge their sincerity and dedication for the development of the Company.

COMPLIANCE CERTIFICATE

Pursuant to the provisions of section 383A (provision) of the Companies Act, 1956 read with Company (Compliance Certificate) Rules, 2001, the company has obtained the Compliance Certificate from the Practicing Company Secretary and the copy of the same is attached herewith. Since the Compliance Certificate is self explanatory, so no further comments are required.

CORPORATE GOVERNANCE

A report on the Corporate Governance along with Auditors Certificate is attached to the report.

SEGMENT WISE PERFORMANCE

Your Company is engaged in the manufacturing of edible oils and vanaspati, which, in context of Accounting Standard 17 as per provisions of Companies (Accounting Standard) Rules 2006 and is considered the only business segment i.e. Edible Oils Segment.

ACKNOWLEDGEMENT

Yours Directors would like to express their grateful appreciation for the support, guidance and co-operation extended to the Company by various agencies of the Central Government, State Government, Financial Institutions, Banks, creditors, customers, distributors and suppliers. Your Directors also wish to place on record their appreciation for the sincere and dedicated services of the executives, staff and workers of the Company at all levels.

Your support as shareholders is greatly valued.

For and on behalf of the Board

Place : Pathankot JAGAT MOHAN AGGARWAL

Dated: 30.05.2010 Chairman-Cum-Managing Director