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Directors Report of Sanwaria Agro Oils Ltd.

Mar 31, 2016

To,

The Members,

Sanwaria Agro Oils Limited.

The Company''s Directors are pleased to present the 25th Annual Report together with the Audited Accounts for the Financial Year ended March 31, 2016.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

Results

(Rs in Lakhs)

Particulars

For the year ended March 31, 2016

For the year ended March 31, 2015

Total Revenue

270721

266253

Profit Before Depreciation ,Interest and Tax

11886

9207

Less: Depreciation & Amortization expenses

793

664

Less: Finance charges

7101

5300

Profit before Taxation and Exceptional Items

3992

3242

Less: Extraordinary and Exceptional Item

1842

-

Profit before Taxation

2151

3242

Less: Provision for Tax for Current Year

459

793

Less: Provision for deferred Tax

124

(54)

Profit after Taxation

1568

2503

Dividend

-

_

Transferred to Reserves

28548

26980

Shareholders'' Fund

37029

30461

EBIT to Sales (in %)

4.39

3.45

EBIT & Exceptional Item to Sales (in %)

1.47

1.22

OPERATIONAL REVIEW

During the year under review, the total income (revenue) increased to Rs. 270721 Lakhs from Rs. 266253 Lakhs in the previous year, at a growth rate of 1.68 %. The Profit before Taxation and Exceptional Items increased to Rs. 3992 Lakhs from Rs. 3242 Lakhs in the FY 2014-15 showcasing the growth rate of 23%. During the Financial Year 2015-16, your Company created a one time provision for deterioration in the quality of stock of Soya DOC due to which the Profit after Taxation of the Company stood at Rs. 1568 Lakhs as against Rs. 2503 Lakhs as in FY 2014-15.

Company is making out all effort to ensure that the products developed are in tune with the needs of the consumers and initiated several steps to mark its presence in the premium markets, reducing the marketing lag and improve the Company''s products, some of the current initiative that are expected to help the Company to be cost effective to enable it to meet the challenges of competitive markets in the future.

DIVIDEND

Yours directors have decided not to recommend any dividend on the Equity shares of the company for the financial year 2015-16 for further expansion plans.

RESERVES

The Board has recommended transferring of Rs. 2,00,00,000 to the General Reserves and an amount of Rs. 180,570,225 out of the current year profit, is transferred to Profit and loss Account.

SHARE CAPITAL

The Company''s Share Capital remained unchanged during the Financial Year 2015-16. The Authorised Capital was Rs. 40,00,00,000.00 consisting of 38,00,00,000 Equity Shares of Face value of Rs. 1.00 each and 20,00,000 Preference Shares of Face value of Rs. 10 each. The Paid up Capital of the Company as on March 31, 2016 was Rs. 34,80,50,000 divided into 34,80, 50,000 Equity Shares of Rs. 1.00 each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

As on March 31, 2016, the Composition of Board of Directors of the Company included total of 11 (Eleven) directors comprising of 5 (Five) Non-Executive Independent Directors, 3 (Three) Non-Executive Non Independent Directors, 3 (Three) Executive Directors including the Chairman.

During the Year 2015-16, Mr. Kanhaiya Lal Marothi, Mr. Arun Kumar Pandey and Mr. Anil Kumar Vishwakarma stepped down as Independent Directors of the Company effective from November 23, 2015. Mr. Ashutosh Agrawal vacated the office as Non-Executive Director on November 23, 2015. The directors vacated the office due to their personal reasons.

On November 30, 2015, Mr. Anil Agrawal was re-designated from Executive Director (Whole Time Director) to Non-Executive Director of the Company.

On January 18, 2016, Mrs. Geeta Devi Agrawal stepped down as Non-Executive Chairperson of the Company due to health issues. Mr. Gulab Chand Agrawal, Executive Director of the Company took over as the Chairman of the Company effective from January 18, 2016.

Mr. Abhishek Agrawal, Non-Executive Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for reappointment. The detail of the Directors being eligible to be reappointed is set out in the notice forming part of the Annual General Meeting.

All Independent directors have given declaration that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations, 2015.

Key Managerial Personnel

In accordance to the Section 203 (1) of the Companies Act, 2013, during the Year, Mr. Anil Agrawal, Whole-Time Director, Mrs. Archna Nagrani, Chief Financial Officer and Miss Priyanka Shrivastava, Company Secretary were designated as Key Managerial Personnel of the Company.

On November 30, 2015, Mr. Anil Agrawal ceased to be the Key Managerial Personnel of the Company due to change in designation from Executive Director to Non-Executive Director. Post March 31, 2016; Mrs. Archna Nagrani stepped down as the Chief Financial Officer of the Company on June 21, 2016 to explore the opportunities outside the Company. Further Miss Priyanka Shrivastava vacated the office in whose place Miss Pooja Poddar was appointed as the Company Secretary and Compliance Officer of the Company.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year twenty five Board Meetings and four 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.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the board re-constituted some of its Committees. The details of all the Committees of the Board along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report which forms part of this Annual Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MANAGERIAL REMUNERATION

The Company has not paid any Managerial Remuneration for the financial year 2015-16 to any of its Whole-Time Directors and Non-Executive Director. The details of remuneration are provided in the Corporate Governance Report, which forms part of the Annual Report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES Subsidiary Companies

- Sanwaria Singapore Private Limited (Singapore);

- Sanwaria Energy Limited

During the year, there has been no business activity by Sanwaria Singapore Private Limited (Singapore), foreign subsidiary of the Company.

In accordance with the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same.

The statement relating to Subsidiary Company is appended as an annexure to this Report.

STATUTORY AUDITOR

M/s. Sunil Saraf & Associates (Firm Registration No. 15021C) were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting held on 30th September, 2015 to hold office from the conclusion of 24th Annual General Meeting until the conclusion of 26th Annual General Meeting of the Company, i.e. for a term of two consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

COST AUDITOR

As per the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s Yogesh Chourasia & Associates, Cost Accountants carried out the cost audit. Remuneration proposed to be paid to them requires ratification of the shareholders in general meeting.

Further, the Board of Directors have appointed M/s Yogesh Chourasia & Associates, Cost Accountants as Cost Auditors to conduct the audit of cost records of your company for the financial year 2016-17. In view of this, the ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM. Your Company has submitted its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated the time period.

SECRETARIAL AUDITOR

During the year, Secretarial Audit was carried out by M/s. P.K. Rai & Associates, Practicing Company Secretaries, the Secretarial Auditor of the Company for the financial year 2015-16. The detailed report on the Secretarial Audit is appended as an Annexure to this Report. The Repot is self-explanatory and do not call for any further comments.

INTERNAL AUDITOR

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

For the Financial Year 2015-16, M/s Agrawal and Dhoot were appointed as Internal Auditors and their findings are discussed with the management and then the suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve the efficiency in operations.

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 and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

RISK MANAGEMENT

The Company has an elaborate Risk Management procedure, which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Pursuant to section 134 (3) (n) of the Companies Act, 2013 and the Listing Agreement, 2015, the Company has set up a Risk Management Committee to monitor the risks and their mitigating actions and the key risks are also discussed at the Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report. At present the company has not identified any element of risk which may threaten the existence of the company. Some of the risks identified by the Risk Management Committee relate to competitive intensity and cost volatility.

SIGNIFICANT AND MATERIAL ORDER

During the Financial Year 2015-16, there had been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. Companies having a net worth of Rs. 500 Crores or more (as per the standalone financial statements as on 31st March, 2014) are required to comply with Ind AS (Accounting standards converged with the International Financial Reporting Standards - IFRS) in the preparation of their financial statements for accounting periods beginning on or after 1st April, 2016, with the comparatives for the periods ending 31st March, 2016, or thereafter. In pursuance of the above notification, the Company, its subsidiaries and joint venture will adopt Ind AS with effect from 1st April, 2017. The implementation of Ind AS is a major change process for which the Company shall be establishing a project team. The impact of the change on adoption of Ind AS on Company''s reported reserves and surplus and on the net profit for the relevant periods shall be accordingly assessed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2015-16.

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.

CORPORATE GOVERNANCE

The Company continues to lay a strong emphasis on transparency, accountability and integrity. The Corporate Governance Code adopted by the Board of Directors of the Company is a statement of Company''s practices and procedures in the area of governance.

The Company has adopted the policies in line with new governance requirements including the Policy on Related Party Transactions, Policy on Material Subsidiaries, Remuneration Policy, CSR Policy and Whistle Blower Policy. The Company has established a vigil mechanism as per the provisions of Section 177 (9) and (10) of the Companies Act, 2013 for Directors and employees to report their genuine concerns.

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length. All Related Party Transactions are subjected to independent review to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Listing Regulations.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by the Company. All Related Party Transactions as entered by the Company during the Year is disclosed in Form AOC-2 as annexed along with this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated in the SEBI Listing Regulations, 2015 forms the part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made there under, the Company has constituted Internal Complaints Committee (ICC) to prevent, prohibit and redress the cases of sexual harassment of any women at workplace. The Company has designated an external Independent member as a Chairperson of the Committee. During the year 2015-16, he Company didn''t receive any complaints of sexual harassment.

ENVIRONMENT, SAFETY, HEALTH AND ENERGY CONSERVATION

The Company works on the principal of "Zero Injury" and integrates Safety as a non-negotiable value through a combination of training and hardware up-gradation leveraging, core technology concepts and safety standards. This has led the Company targeting change in behavior patterns and elimination of unsafe acts from the workplace.

Further the Sustainability is deeply rooted in all the operations of the Company ranging from sourcing to manufacturing and logistics. The Company''s aim is to achieve significant year - on - year reduction in environmental impact of manufacturing operations. The Company has taken the following measures towards the conservation of energy.

- Use of energy efficient CFL and LED lamps in all plants.

- Recycling the Vacuum Pump cooling water.

- Usage of Natural Gas replacing Light Diesel Oil in Boiler

- Online monitoring of Boiler Efficiency.

- Re-circulation of cooling tower water.

- Installation of higher efficiency DG sets for uninterrupted power supply.

- The Company has installed variable frequency drive. The Company has made efforts to conserve and optimize the use of energy.

- Utilization of UPS and high voltage control stabilizers.

- Use of high efficiency motors, variable frequency drives and screw compressors instead of reciprocating compressors; roof mounted self driven ventilators and maximized use of natural illumination.

Benefits of above measures:

- Cost reduction due to decline in overall energy consumption.

- Improved productivity by 2%, through online monitoring of Boiler Efficiency.

- Sustained un-interrupted power supply facilitated in achieving production lean time.

- Curtailed wastage at each production stage.

- Enhanced operating margin through cost reduction.

- Overall contributed towards environment and restrained wastage of water and food commodity used as raw material in production.

- Company has been able to achieve the least possible consumption of energy in comparison to the industry average.

Contents

Company''s Consumption

Electricity Consumption

- Soya Unit

58.93 units

- Rice Unit

64.50 units

Coal Consumption

- Soya Unit

113kg

Rice Husk Consumption

- Rice Unit

128Kg

The required data with regard to conservation of energy is furnished below: Power and Fuel Consumption

Particulars

For the year ended

For the year ended

March 31, 2016

March 31, 2015

Electricity

a) Purchased Unit (KWH)

8535051

6940159

Total amount (in Rs.)

68690417

54760212

Rate / Unit (KWH per unit)

8.05

7.89

b) Owned Generation Unit (KWH)

54931

103265

Total Amount (in Rs.)

1040657

1218018

Rate / Unit (KWH)

18.94

11.79

c) Coal ''C'' & ''D'' Grade for Steam Generation

Quantity (MT)

10951

12924

Total Cost (In Rs)

58637510

70728007

Rate / MT

5354

5472

d) Rice Husk

Quantity (MT)

2063

2286

Total Cost (In Rs)

3611516

3428572

Rate / MT

1750

1500

d) Furnace Oil

_

-

e) Other / Internal Generators

_

-

Consumption - Production per unit

Electricity- KWH /MT

Soya Units-*

58.93

55.60

Rice Units-**

64.50

56.43

Furnace Oil -Litre

Coal (specify)- MT

112.83

124.70

Rice Husk

128.04

129.53

-* Electric Unit Consumption increased in Soya Division due to lesser production in comparison to last year -** Electric Unit Consumption increased in Rice Division due to production of Parboiled Rice.

RESEARCH AND DEVELOPMENT:

The Company continues to derive sustainable benefits from the strong foundation and long tradition of Research and Development, which differentiates it from the rest. The Company is able to attract the best talent to provide a significant technology differentiation to its products and processes. Many of the projects executed are of global relevance, and have a strong focus on regional needs and the overall Developing & Emerging (D&E) world.

Benefits Derived as a result of above:

- Increased Productivity

- Product improvement

- Improved Quality

- Cost Saving

- Reduced Steam Consumption

- Safe Working Condition

- Healthy environment

- Manufacturing and Packaging Quality Enhanced

The quality of company''s products has improved and thereby enjoying significant position in the industry.

Future plan of action: The Company is taking step for R & D in the existing area and also in new product, mainly focus on the cost effectiveness, eco friendly product, and meet the requirement of consumer. Efforts are being made to further improve the quality of products and their range.

TECHNOLOGY ABSORPTION

The Company has well co-ordinated the management programme that includes setting out governing guidelines pertaining to identifying areas of research, agreeing timelines, resource requirements etc.; scientific research based on hypothesis, testing and experimentation which leads to new / improved / alternative technologies; support the development to launch ready product formulation based on research and implementation of the launch ready product formulations in specific markets. The Company is committed to ensure that the support in terms of new products, innovations, technologies and services is commensurate with the needs of Company and enables it to win in the marketplace.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has continued to maintain focus and avail of export opportunities based on economics considerations.

(In US $)

Contents

For the year ended March 31, 2016

For the year ended March 31, 2015

Foreign Exchange earned

US$ 10.74 Million

US$ 18.03 Million

Foreign Exchange used

US$ 34.53 Million

US$ 16.75 Million

Net Foreign Exchange Earned

US$ (23.79) Million

US$ 01.28 Million

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted CSR Committee. The Company has not spend on CSR activity for the financial year 201516 but it will commence its expenditure on CSR from 2016-17 as it is still searching for an eligible NGO working in the direction of Company''s CSR Policy so that the benefits of such an initiative can reach to the downtrodden people.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies, 2013, shall state that—

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

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

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) 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.

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

APPRECIATIONS AND ACKNOWLEDGMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.

Your Directors would also like to acknowledge the excellent contribution of all units of the Company in providing the latest innovations, technological improvements and marketing inputs across almost all categories, in which it operates. This has enabled the Company to provide higher levels of consumer delight through continuous improvement in existing products and introduction of new products.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockiest, 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 cooperation 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 of Directors

Sd/-

Gulab Chand Agrawal

Chairman

DIN: 00256621

Place: Bhopal.

August 16, 2016


Mar 31, 2014

Dear Members,

Our Vision is to provide all facilities to its employee, Stakeholders and the society through industry.

"As the leading FMCG Company in the world, we continue to be resolved in the pursuit of excellence for delivering sustained success and continuing leadership. As we move forward in our journey towards further enrichment and growth, we commit ourselves once again towards the health and well-being of every household... and to the task of bringing another billion more smiles to the faces of our consumers."

Directors Report 2013-14

The Directors have pleasure in presenting their report along with the accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs in Lacs)

Particulars FY 2014 FY 2013

Net Turnover & Other Income 247267 198748

Profit before depreciation, 8657 7652

Interest and Tax

Depreciation & Amortization 479 615 expenses

Finance charges 5049 4472

Profit before Tax 3127 2565

Provision for Tax 801 502

Profit after Tax (Before Deferred 2326 2063 Tax)

Less/Add: Tax (Deferred) (81) 9

Profit After Deferred Tax 2406 2054

Dividend -- --

Reserves 24476 22070

Shareholders' Fund 27930 25497

EPS 0.69 0.59

DEPS 0.69 0.59

Operations and Business Performance

At Sanwaria, we recognize operations as an important source of competitive advantage. Sanwaria believes in continually striving for higher and better levels of quality not just in its products, but also in its operations, without losing sight of its commitments towards the environment and communities where it operates. A host of initiatives are continually rolled out by the company to improve productivity.

Oil Division

During the year Soya Seeds processed stood at 202837.07 MT. Your company sustained to be one of leading player in the Edible Oil sector. The Capacity Utilization of the solvent extraction plant has been constantly higher than Industry average.

Refinery Division

Production of Refined oil stood at 16587.04 MT during the year under review.

Rice Division

Production of Rice stood at 13454.423 MT during the year. Dividend

In view of your Directors for the discretion of the company and for expansion plans of the company preserve the resources, so no dividend on the equity share of the company for the year 2013-14 was recommended.

Transfer to Reserves

The Board has recommended transferring of Rs. 200 Lacs, being 10% (Approx) to the profit earned during the year to the General reserve and an amount of Rs. 2206 Lacs out of Current year's profit is retained in the profit & loss account.

Capital Structure

The Authorised Capital and the paid up Share capital of the Company for the year ended on 31st March, 2014 is as same as in comparison of previous year ended on 31st March 2013.

Corporate Governance

Sanwaria is committed to practicing sound corporate governance in conducting business in a legal, ethical and transparent manner - a dedication that originates from the

very top and permeate throughout the organization. Besides adhering to the prescribed corporate governance practices as per clause 49 of the Listing Agreement, it voluntarily governs itself as per highest standards of ethical and responsible conduct of business in line with local and global standards. Strong governance practices at Sanwaria has earned for it recognition and has strengthened its bond of trust not only with the stakeholders but with the society at large.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as 'Annexure 1' and forms part of this report. Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the Corporate Governance Report and forms part of this Report.

Management Discussion and Analysis

A detailed report on the management discussion and analysis report provided in separate section elsewhere in this Annual report.

BRANDING, ACCOLADES AND RECOGNITION

Your Company won many accolades;

Our Company is registered as ISO 14001:2004 for Environmental Management System as certified by Care Certification Private Limited.

Our Company is also registered as ISO 22000:2005 for food Safety Management with HACCP as certified by Care Certification Private Limited.

SAOL is also awarded with Certification of compliance for good Manufacturing Practice (GMP) System as per the norms laid down by World Health Organization and certified by UK Certification & Inspection Ltd.

SAOL is also awarded with Certification of Halal Products Authentication for feisty hygiene condition adhering to food Safety & Quality control with modern infrastructure.

Our company is also got the status of "Star Export House" granted by Joint Director General of Foreign Trade, Bhopal in accordance with the provisions of the foreign Trade policy, 2009-14.

Ranked by "Plimsoll Global Analysis, United Kingdom" at

426th largest Company in the Consumer Food Manufacturers industry amongst the top 500 Food Manufacturers and also listed as a top performer at 363rd most profitable food manufacturing company.

Your Company has been Ranked by "Manappuram Finance Limited" India Top 500 Companies 2014

Top 500 Ranking

Income Net Profit Net worth

2013 2012 2013 2012 2013 2012

318 389 428 439 480 484

STEPPED DOWN AREA

Your Company was launched various brand products this year.

RICE:- Varieties of rice was launched i.e.,

Basmati Rice Sella Rice

Golden Sella Rice in various consumer packaging's

BASMATI RICE, under brand of SANWARIA SETH

Daliya, "Besan" Soyaflour under brand of SANWARIA SETH

Sanwaria Seth Maida, Sanwaria Seth "Rawa" and Sanwaria Seth "Sooji" are the products also available in the Consumer pack.

Additionally, the company is focused on these brand products also:

SALT, Your Company has launched a new differentiated product in the in last to last year in addition to existing portfolio

WHOLE WHEAT CHAKKI FRESH ATTA under the brand "SANWARIA SETH" in a consumer pack of 1, 2, 5 & 10 Kg. Your Company has also launched 3 variety of chhaki fresh atta :-

1 Chhaki Fresh Atta (Plain)

2 Chhaki Fresh Atta fortified with Iron and Vitamins

3 Chhaki Fresh Atta fortified with Soya flour

Currently it has been launched in M. P., CG. Going forward it shall be launched in some other parts of central region and in North & South (Andhra Pradesh, Tamil Nadu) region also. We are going for fortification of this Chakki fresh Atta which is enriched with more protein and nutrient that meet the WHO standards.

SOYA NUGGETS /CHUNKS - "SANWARIA PRODIET",

Leveraging new capabilities to open up new growth vectors new products like "Prodiet" launched. Consumption opportunities were successfully tapped and widened through Introduction of (Soya Nuggets /Chunks).

Sanwaria & Narmada brands of Refined Soyabean Oil is Produced from selected Soyabean of M.P. & in Sanwaria's State of art Solvent extraction plant & Refinery. It keeps your heart healthy since it has very low cholesterol. It also contains high omega3 & Vitamin E (Proven antioxidants) also improves brain activity & skin tone. It has high smoke point which reduces its consumption. An ideal cooking medium to keep family "Fit & Healthy"

The Company is gaining momentum for Supply of "SULABH" RBD Palmolien domestically with a view of growing demand in the upcoming years. Fortified Soya refined Oil, Blended edible oil, Refined Bleached Deodorized Palm olien, High protein soya meal, Full fated and Defatted Soya flour are the new avenues to capture market.

FUTURE PROSPECTS

WE ARE TAKING A FRESH LOOK AT OUR RURAL MARKETING STRATEGIES; STRENGTHENING OUR DISTRIBUTION REACH; SHARPENING OUR MARKETING TOOLS; AND CHARTING OUT FRESH COMMUNICATION PLANS. We are activating a powerful growth engine for our company and creating long- term sustainable value for our stakeholders and focusing to promote its "SANWARIA" brand by entering into long-term marketing and branding strategy in place and through this company will increase its branded sale to 20% from 15% of current level.

On the other hand Future products are:-

Our next Rice Plant is being setup in Itarsi with the capacity of 400 DPT which is support to start the commercial production in this financial year 2014-15.

SOYA MILK POWDER: Our Company is taking initiative to launch the new product Soya Milk Powder. Your Company focused attention on building new capabilities and a robust pipeline of innovation. This product is specially launching for the health care of the consumers.

Also the Commercial Production of new product i.e., Mustered oil, pulses and species etc in consumer packs is expected to be produce in the new season during this year.

Some value added Soya based products Like Soya Flour, Soya Tofu and Potato based -Like Chips, Flakes, and Vanaspati, Vegetable oil refinery are in pipeline.

And the foremost investment of our company is now started in the field of infrastructure i.e., hotel construction through our one of the group company Sanwaria Infrastructure Limited

SUBSIDIARY COMPANY

There has been no business activity during the year by Sanwaria Singapore Pte. Limited (Singapore), a subsidiary of your Company. The Reports of directors and Statement of Accounts of Indian Subsidiary Sanwaria Energy Limited together with the Auditors report thereon are attached.

DIRECTORS

Mr. Abhishek Agrawal, Mr. Rajul Agrawal retire by rotation in accordance with the provisions of the articles of Association of the company and being eligible offers themselves for reappointment.

Mr. Abhishek Agrawal is appointed as a Director of the company w.e.f. 23.11.2013 and Mr. Keshri Singh Chouhan, was ceased from the directorship of the company on 19.02.2014 due to his demise.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies (Amendment) Act 2000, the Directors confirm that:

In preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures.

They have consulted the Statutory Auditor in the selection of Accounting Policies. The Policies have been applied consistently and the judgments and estimates made 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 ended March 31st, 2014 and the profit and loss for the year ended March 31st, 2014.

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.

The Annual Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS / OUTGO

Details of energy conservation and Research and Development activities undertaken by the Company along with information in accordance with the provisions of Section 217(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure to the Directors' Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits under section 58A of the Companies Act, 1956 and hence no amount of principal and interest was outstanding as on the date of this Annual report.

FIANANCE & INSURANCE

The Company's relationships with its consortium and other bankers continued to be cordial during the year.

Company would like to thanks its Bankers for their support. The assets of the Company are adequately insured against all types of risks. The "CARE" has retained this assigned rating to Company "A2 " for short term debts and "BBB " for long term debt.

LISTING

The Company is also in viewing to step into Overseas Listing and also plan for listing in MCX (Stock Exchange). At present the shares of the Company are listed on Bombay Stock Exchange of India limited and National Stock Exchange of India Limited,

PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with sub-section (2A) of Section 217 of the Companies Act, 1956, hence statement containing particulars of employees falling under aforesaid is not required to be appended to this Report.

AUDITORS AND AUDITORS' REPORT

M/s Sunil Saraf & Associates, Chartered Accountants, Indore, auditors of the company retire at the ensuing Annual General meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Board of Director recommends reappointment of Auditors of the Company for the financial year 2014-2015 for shareholders approval.

COST AUDITOR

In compliance of Circular No. F No.52/26/CAB-2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, Government of India, Cost Audit Branch, the Company has appointed M/s. Yogesh Chourasia & Co., cost accountants as cost auditor to conduct cost audit for the Financial year 2014-15.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is supporting the activities of Seth Shri Shri Narayan Agrawal Charitable Trust which is providing healthcare services to the general public at large running one.

WEBSITE

As per the Clause 54 of the Listing Agreement, the Company has maintained a functional website www.sanwariaagro.com which has all the details i.e. details of its business, financial information, shareholding pattern, compliance with corporate governance, code of conduct, contact information of the designated officials of the company who are assisting and handling investor grievances, detail of agreements entered into with the media companies and /or their associates, etc.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Governments, Company's Bankers, Stakeholders, and Distributors for the assistance, co- operation and encouragement they extended to the Company.

Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Business Associates and Employees in ensuring an excellent all around operational performance.

For and on behalf of the Board

Geeta Devi Agrawal (Chairperson)

Date: 04th August 2014 Place: Bhopal


Mar 31, 2013

To The Members of Sanwaria,

The Directors have pleasure in presenting their report along with the accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS (Rs. in Lacs)

FY 2013 FY 2012

Net Turnover & Other Income 198748 143315

Profit before depreciation, Interest and Tax 8617.53 8278.43

Depreciation & Amortization expenses 615 590

Finance charges 4472 5767

Profit before Tax 2565 1921

Provision for Tax 502 300

Profit after Tax (Before Deferred Tax) 2063 1620

Less/Add : Tax (Deferred) 9 (84)

Profit After Deferred Tax 2054 1704

Dividend - -

Reserves 22070 20016

Shareholders'' Fund 25497 23396

EPS 0.59 0.49

DEPS 0.59 0.49

PERFORMANCE REVIEW- OPERATIONAL

Company is making out all effort to ensure that the products developed are in tune with the needs of the consumers and initiated several steps to mark its presence in the premium markets, reducing the marketing lag and improve of the Company''s product are some of the current initiative that are expected to help the Company to be a cost effective to enable its to meet the challenges of competitive markets in the future.

Oil Division

During the year Soya Seeds processed stood at 191362.04 MT. Your company sustained to be one of leading player in the Edible Oil sector. The Capacity Utilization of the solvent extraction plant has been constantly higher than Industry average.

Refinery Division

Production of Refined oil stood at 22425.814 MT during the year under review.

APPROPRIATION

Dividend

As determine of cautiousness and with a view to conserve resources for funding the business expansion plans of the Company, no dividend on the Equity Shares for the year ended 31st March, 2013 was recommended.

Transfer to Reserves

The Board has recommended to transfer of Rs. 200 Lacs, being 10% (Approx) to the profit earned during the year to the General reserve and an amount of Rs. 1854 lacs out of Current year''s profit is retained in the profit & loss account.

Capital Structure

The Authorised Capital of the Company is as it is of last year and also the paid - up Share capital of the Company is same for the year ended 31st March, 2013 in comparison of previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the management discussion and analysis report provided in separate section elsewhere in this Annual report.

BRANDING, AWARD AND RECOGNITION

Your Company won many accolades;

Our Company is registered as ISO 14001:2004 for Environmental Management System as certified by Care Certification Private Limited.

Our Company is also registered as ISO 22000:2005 for food Safety Management with HACCP as certified by Care Certification Private Limited.

SAOL is also awarded with Certification of compliance for good Manufacturing Practice (GMP) System as per the norms laid down by World Health Organization and certified by UK Certification & Inspection Ltd.

Our company is also got the status of "Star Export House" granted by Joint Director General of Foreign Trade, Bhopal in accordance with the provisions of the foreign Trade policy, 2009-14.

Ranked at 345th by "ET TOP 500 Companies" out of500 companies in 2011.

Your Company has been ranked at 263rd under "INC India 500 Companies".

By the Star of the Industry Group and 5th Indira internation innovation summit the Sanwaria honored with the "Best in class Opreational Excellence Award".

Ranked by "Plimsoll Global Analysis, United Kingdom" at 426th largest Company in the Consumer Food Manufacturers industry amongst the top 500 Food Manufacturers and also listed as a top performer at 363rd most profitable food manufacturing company.

STEPPED DOWN AREA

Your Company continues to provide the superlative services in its product portfolio-both in number and performance. The Company has launched:

BASMATI RICE, We are also focusing on new brand of Sanwaria i.e., Basmati Rice, the plant is set - up in Mandideep and the production is also started. We will be sure that as other brand products, this will also ascend the company''s profitability and goodwill.

SALT, Your Company has launched a new differentiated product in the year of 12-13 in addition to existing portfolio Additionally, the company is focused on these brand products also:

WHOLE WHEAT CHAKKI FRESH ATTA under the brand "SANWARIA SETH" in a consumer pack of 1, 2, 5 & 10 Kg. Currently it has been launched in M. P., CG. Going forward it shall be launched in some other parts of central region and in North & South (Andhra Pradesh, Tamil Nadu) region also. We are going for fortification of this Chakki fresh Atta which is enriched with more protein and nutrient that meet the WHO standards.

SOYA NUGGETS /CHUNKS - "SANWARIA PRODIET", Leveraging new capabilities to open up new growth vectors new products like "Prodiet" launched which is currently being outsourced. Consumption opportunities were successfully tapped and widened through Introduction of (Soya Nuggets /Chunks), In the upcoming year the Soya Nuggets production plant is also on the radar.

"SANWARIA" brand, promoted during the year in addition to "NARMADA" hold promise and hope for the Company business. Import of commodities like Soya Crude Degummed Oil, Crude Palm Oil, Coal, RBD Palmolien and sunflower Oil etc. are already placed to strengthen the business.

The Company is gaining momentum for Supply of "SULABH" RBD Palmolien domestically with a view of growing demand in the upcoming years. Fortified Soya refined Oil, Blended edible oil, Refined Bleached Deodorized Palm olien, High protein soya meal, Full fated and Defatted Soya flour are the new avenues to capture market.

FUTURE PROSPECTS

We are expanding our own marketing network into various regions. The core business and will work with strategic partnerships or alliances in the various divisions to create more value for the shareholders with a vision is emerging as an FMCG player and focusing to promote its "SANWARIA" brand by entering into long-term marketing and branding strategy in place and through this company will increase its branded sale to 40% from 15% of current level.

On the other hand Future products are:-

SOYA MILK POWDER: Our Company is taking initiative to launch the new product Soya Milk Powder. Your Company focused attention on building new capabilities and a robust pipeline of innovation. This product is specially launching for the health care of the consumers.

Also the Commercial Production of new product i.e., Soya flour and soya chunk (Bari) is expected to be produce in the month of new season i.e., October onwards during this year.

Some value added Soya based products Like Soya Flour, Soya Tofu and Potato based -Like Chips, Flakes, and Vanaspati, Vegetable oil refinery are in pipeline.

SUBSIDIARY COMPANY

There has been no business activity during the year by Sanwaria Singapore Pte. Limited (Singapore), a subsidiary of your Company. The Reports of directors and Statement of Accounts of Indian Subsidiary Shrinathji Solvex Limited together with the Auditors report thereon are attached.

DIRECTORS

Mr. Hans Kumar Verma, Mr. Shyam Babu Agrawal and Mr. Rajul Agrawal retire by rotation in accordance with the provisions ofthe articles of Association ofthe company and being eligible offers themselves for reappointment.

Mrs. Geeta Devi Agrawal is appointed as a Director cum Chairperson ofthe company w.e.f. 14.05.2013 and Late Shri Ram Narayan Agrawal, Chairman of the Company was ceased from the directorship of the company due to his demise on 10.04.2013 "

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies (Amendment) Act 2000, the Directors confirm that:

In preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures.

They have consulted the Statutory Auditor in the selection of Accounting Policies. The Policies have been applied consistently and the judgments and estimates made 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 ended March 31st, 2013 and the profit and loss for the year ended March 31st, 2013.

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.

The Annual Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS / OUTGO

Details of energy conservation and Research and Development activities undertaken by the Company along with information in accordance with the provisions of Section 217(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure to the Directors'' Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits under section 58A of the Companies Act, 1956 and hence no amount of principal and interest was outstanding as on the date of this Annual report.

FIANANCE & INSURANCE

The Company''s relationships with its consortium and other bankers continued to be cordial during the year.

Company would like to thanks its Bankers for their support. The assets of the Company are adequately insured against all types of risks. The "CARE" has retained this assigned rating to Company "A2 " for short term debts and "BBB " for long term debt.

LISTING

The Company is also in viewing to step into Overseas Listing and also plan for listing in MCX (Stock Exchange). At present the shares ofthe Company are listed on Bombay Stock Exchange of India limited and National Stock Exchange of India Limited,

PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with sub-section (2A) of Section 217 of the Companies Act, 1956, hence statement containing particulars of employees falling under aforesaid is not required to be appended to this Report.

AUDITORS AND AUDITORS'' REPORT

M/s Sunil Saraf & Associates, Chartered Accountants, Indore, auditors of the company retire at the ensuing Annual General meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Board of Director recommends reappointment of Auditors of the Company for the financial year 2013-2014 for shareholders approval.

COST AUDITOR

In compliance of Circular No. F No.52/26/CAB-2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, Government of India, Cost Audit Branch, the Company has appointed M/s. Yogesh Chourasia & Co., cost accountants as cost auditor to conduct cost audit for the Financial year 2013-14.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is supporting the activities of Seth Shri Shri Narayan Agrawal Charitable Trust which is providing healthcare services to the general public at large running one

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled Report on Corporate Governance, which forms part of the Annual Report. The Auditors Report on Corporate Governance compliance is also annexed therewith and compliance report signed by the Chairman of the Company in connection with compliance with the Code of Conduct and also CEO/CFO certification in addition to Certificate from Statutory Auditors of your Company regarding compliance of Conditions of Corporate Governance as required by the amended clause 49 ofthe listing agreement.

WEBSITE

As per the Clause 54 of the Listing Agreement, the Company has maintained a functional website www.saolbhopal.com which has all the details i.e. details of its business, financial information, shareholding pattern, compliance with corporate governance, code of conduct, contact information of the designated officials of the company who are assisting and handling investor grievances, detail of agreements entered into with the media companies and /or their associates, etc.

ACKNOWLEDGEMENTS

We would like to express our deep sense of appreciation for the assistance and co-operation received from our Bankers. Financial Institutions, Government Authorities, Stakeholders, Investors, Clients, Distributors, Vendors and Other Business Associates during the year under review.

We also take this opportunity to appreciate the contribution made by our Employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, co- operation and support.

Date: 30th, August, 2013 For and on behalf of the Board

Geeta Devi Agrawal

Place: Bhopal (Chairperson)


Mar 31, 2012

To The Members of Sanwaria Agro Oils Ltd.

The Directors have pleasure in presenting their report along with the accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS

(Rs. in Lacs)

FY 2012 FY 2011

Net Turnover & Other Income 143315 159203

Profit before depreciation, Interest and Tax 8278 7088

Depreciation & Amortization expenses 590 578

Finance charges 5767 2678

Profit before Tax 1921 3832

Provision for Tax 300 708

Profit after Tax (Before Deferred Tax) 1620 3124

Less/Add: Tax (Deferred) (84) 25

Profit After Deferred Tax 1704 3099

Dividend - -

Reserves 20016 20052

Shareholders' Fund 23396 21598

PERFORMANCE REVIEW- OPERATIONAL

Company is making out all effort to ensure that the products developed are in tune with the needs of the consumers and initiated several steps to mark its presence in the premium markets, reducing the marketing lag and improve of the Company's product are some of the current initiative that are expected to help the Company to be a cost effective to enable its to meet the challenges of competitive markets in the future.

Oil Division

During the year Soya Seeds processed stood at 238852 MT. Your Company sustained to be one of leading player in the Edible Oil sector. The Capacity Utilization of the solvent extraction plant has been constantly higher than Industry average.

Refinery Division

Production of Refined oil stood at26573 MT during the year under review.

APPROPRIATIONS

Dividend

With a view to conserve resources for funding the business expansion plans of the Company, no dividend on the Equity Shares for the year ended 31 st March, 2012 was recommended.

Transfer to Reserves

The Board has recommended to transfer ofRs. 200 Lacs, being 11.7% to the profit earned during the year to the General reserve and an amount of Rs. 1505 lacs out of Current year's profit is retained in the profit & loss account.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the management discussion and analysis provided in separate section elsewhere in this Annual report.

BRANDING, AWARD AND RECOGNITION

Your Company won many accolades and Crowned with "fastest wealth creators" award and top with 1st rank by "Motilal Oswal creation study during (Finaneial Year 2006-2011)".

Ranked 379th in terms of Net Sales, Ranked 512th in terms in terms of Cash Profit and 459th in terms of PAT by "Fe 500India's Finest Companies out of500 companies ".

Ranked 194th in term of Market Capitalization by "Fe 500 India's Finest Companies " out of500 companies.

Ranked 347th in terms qfNet Sales, 747th in terms of Operating Profit ,657th in term ofNet Profit, 663rd in terms of Total Assets ,755th in terms Net Worth and 577th in terms of Market Cap by "Business Standard 1000

Ranked at 263 d being "thefastest—Growing mid size Company by Inc. india magazine" and awarded with 1st position in terms of Top Public Wealth Creator during tenure of 2007-2010 and Stood in Top 25 Companies in terms of top line CAGR with 35.6% among the turnover (Topline) range of Rs. 1000 crore to Rs. 1500 crore.

Ranked by "Plimsoll Global Analysis, United Kingdom" at 290th largest Company in the Global Food Manufacturing industry amongst the World's top 500 Food Manufacturers and also listed as a top performer at 230th most profitable food manufacturing of the World.

STEPPED DOWN AREA

Your Company continues to rein enviably in its product portfolio-both in number and performance. The Company has launched:

WHOLE WHEAT CHAKKI FRESH ATTA under the brand "SANWARIA SETH" in a consumer pack of 1, 2,5 & 10 Kg. Currently it has been launched in M. P., CG. Going forward it shall be launched in some other parts of central region and in North & South (Andhra Pradesh, Tamil Nadu) region also. We are going for fortification of this Chakki fresh Atta which is enriched with more protein and nutrient that meet the WHO standards.

SOYA NUGGETS /CHUNKS - "SANWARIA PRODIET", Leveraging new capabilities to open up new growth vectors new products like " Sanwaria Prodiet" launched which is currently being outsourced. Consumption opportunities were successfully tapped and widened through Introduction of (Soya Nuggets /Chunks), In the upcoming year the Soya Nuggets production plant is also on the radar.

BASMATI RICE , Additionally your Company focused attention on building new capabilities and a robust pipeline of innovation, While building brand differentiation and relevance the Company has entered into Basmati rice segment which is expected to be launched in a couple of months under the brand strategy.

"SANWARIA" brand, promoted during the year in addition to "NARMADA" hold promise and hope for the Company business. Import of commodities like Soya Crude Degummed Oil, Crude Palm Oil, Coal, RBD Palmolien and sunflower Oil etc. are already placed to strengthen the business.

The Company is gaining momentum for Supply of "SULABH" RBD Palmolien domestically with a view of growing demand in the upcoming years . Fortified Soya refined Oil, Blended edible oil, Refined Bleached Deodorized Palm olien, High protein soya meal, Full fated and Defatted Soya flour are the new avenues to capture market.

FUTURE PROSPECTS

Your Company will invest more in marketing initiatives with an aim to grow the non-credit based segment. Some new retails like Wall Mart, Metro, Carry Four are likely to be inducted, On the other hand we are expanding our own marketing network into various regions. The core business and will work with strategic partnerships or alliances in the various divisions to create more value for the shareholders with a vision to emerge as an FMCG player and focusing to promote its "SANWARIA" brand by entering into long-term marketing and branding strategy in place and through this Company will increase its branded sale to 35-40% from 10% of current level. Further the step of government to ban the loose oil sale will also support branded sale contribution significantly.

Operation have also been streamlined for differentiated products Like "SALT" in addition to existing portfolio of Whole Wheat Chakki Fresh Atta (SANWARIA SETH), Soya Nuggets ("SANWARIA PRODIET"),Basmati Rice. "Sanwaria", "Narmada", and "Sulabh", are placing prominent position of the Company into the market.

Some value added Soya based products Like Soya Flour, Soya Tofu and Potato based-Like Chips, Flakes, and Vanaspati, Vegetable oil refinery are in pipeline.

WIND POWER DIVISION-HIVED OFF

Board considered and approved hive off Wind power division of the Company to purely concentrate on FMCG sector and its branded sales. Thereby disposed off its Wind power division with effect from 1st April 2012 to its subsidiary Company Sanwaria Energy Limited incorporated solely for the purpose of wind power generation.

SUBSIDIARY Company

There has been no business activity during the year by Sanwaria Singapore Pte. Limited (Singapore), a wholly owned subsidiaiy of Sanwaria.

DIRECTORS

Mr. Santosh Kumar Tiwari, Mr. Surendra Kumar Jain and Mr. H. K. Agrawal, are Directors retire by rotation in accordance with the provisions of the articles of Association of the Company and being eligible offers themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2 AA) of the Companies (Amendment) Act 2000, the Directors confirm that:

In preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures.

They have consulted the Statutory Auditor in the selection of Accounting Policies. The Policies have been applied consistently and the judgments and estimates made 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 ended March 31st, 2012 and the profit and loss for the year ended March 31sl, 2012.

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.

The Annual Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS / OUTGO

Details of energy conservation and Research and Development activities undertaken by the Company along with information in accordance with the provisions of Section 217(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given inAnnexure to the Directors' Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits under section 58A of the Companies Act, 1956 and hence no amount of principal and interest was outstanding as on the date of this Annual report.

FINANCE & INSURANCE

The Company's relationship with its consortium and other bankers continued to be cordial during the year. Company would like to thanks its Bankers for their support. The assets of the Company are adequately insured against all types of risks. "CARE" assigned to Company "A2 " rating revised for short term debts and "BBB " for long term debt, whereas annual surveillance is due.

LISTING

The Company is also viewing to step into Overseas Listing. At present the shares of the Company are listed on Bombay Stock Exchange of India limited and National Stock Exchange of India Limited.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were paid such remuneration during the year under review, which attract the provisions of Section 217 (2 A) of the Companies act, 1956 as amended.

AUDITORS AND AUDITORS' REPORT

M/s Sunil Saraf & Associates, Chartered Accountants, Indore, auditors of the Company retire at the ensuing Annual General meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Board of Director recommends reappointment of Auditors of the Company for the Financial year 2012-2013 for shareholders approval.

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled Report on Corporate Governance, which forms part of the Annual Report. The Auditors Report on Corporate Governance compliance is also annexed therewith and compliance report signed by the Chairman of the Company in connection with compliance with the Code of Conduct and also CEO/CFO certification in addition to Certificate from Statutory Auditors of your Company regarding compliance of Conditions of Corporate Governance as required by the amended clause 49 of the listing agreement

ACKNOWLEDGEMENTS

The Directors place on record their sincere gratitude for the assistance received from the Banks during the year and would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, employees and all other business associates for the continuous support given by them to the Company and its management.

For and on behalf ofthe Board

Date: 25/08/2012 Ram Narayan Agrawal

Place: Bhopal (Chairman)


Mar 31, 2010

The Directors arc pleased to present the 19th Annual Report together with the Audited Accounts of the Company for the year ended 31th March 2010.

FINANCIAL RESULTS:

The Financial Results for the year ended on 31st March, 2010 along with the Comparative figures for the previous year are given below:

(Rs. in lacs)

Particulars FY 2010 FY 2009

Turnover (inclusive of other Income) 111676 111144

Gross Profit (before depreciation. Interest and Tax) 7745 7337

Less: Depreciation 527 562

Less: Finance Charges 1452 1056

Profit be fore Tax (Before Deferred Tax) 5764 5718

Less.Tax (Current) 1783 1454

Profit after Tax (Before Deferred Tax) 3980 4264

Less:Tax (Deferred) 99 459

Profit After Deferred Tax 3881 3805

Dividend 348 435

Reserves 17119 13658

Shareholders Fund 18573 15020

EPS 2.27 2.27

PEPS 2,27 2.27

Operational Review

Division wise operational performance for the yearended 31 st March. 2010 was as under:

Oil Division

During the year Soya Seeds processed stood at 219662 MT Your company sustained to be one of leading player in the Edible Oil sector. The Capacity Utilization of the solvent extraction plant has been constantly higher during the year under review.

Refinery Division

Production of Refined oil stood at 27701 MT during the year under review.

Dividend

The Board of Directors has recommended Final Dividend @20% for the year 2009-2010 to the Equity Shareholders of the Company.

Transfer to Reserve

Your company proposes to transfer 10 % to the profit earned during the year i.e. Rs.400 lacs to the General reserve. The company proposes to retain an amount of Rs. 3054 lacs out of Current years profit in the profit & loss account.

Achievements & Awards

During the Year Company has been ranked 316 in terms of market capitalization, capital employed Gross Block. Sales, Profit after tax by Research Analyst of Capital Market in 2009 Compendium of Top 500 Companies.

Ranked at 333rd in terms of Total Income, 360th in terms of Net Profit & 492nd in terms of Net Worth in 2009 Compendium of TOP 500 companies in India by Dun & Bradstreet Information Services India Pvt. Ltd..

Ranked 343rd in terms of Market capitalization, 459th in terms of net worth. 365th in terms of Gross Profit, 294th in terms of sales/Total Income and 409th in overall/composite ranking by Financial Express.

Ranked 9th as per Total Income in the Food and Agro Processing Sector in Dun & Bradstreets Indias Top 500 Companies 2009.

New Projects/ Expansions/Acquisitions

Company has achieved a combined extraction capacity of 3250 MT per day and refining capacity of 350 MT per day and it has plans to achieve up to 4250 MT per day by end of this year.

Company has also successfully implemented ERP Solution in its all plants and offices

Company has also started importing in all commodities like Soya Crude Degurnmed Oil, Crude Palm Oil, Coal etc.

SAOL also has plans for entering into production and marketing of value added Soya based products by setting up a plant for manufacture of Soya Flour, Soya Protein Concentrate, Soya Protein Isolates. Soya PowderGranules, Soya Lecithin Powder, Soya Lecithin Granules, Soya Phytosterol, Soya Mix Tocopherol, Organic Soyabean Meal, Organic Soya Oil, T.V.P./Chunks/Nuggets, Soya Milk, Soya Tofu etc. All this is aimed at increasing the market share of the company in edible oil sector to 20 pc from existing 10 pc.

Goina forward Company is also planning to enter into Solar Power Projects and Basmati manufacturing and export.

Future Strategy

The company is focusing on its brand promotion. Company has entered into long-term marketing and branding strategy in place and has appointed a firm of repute for ad campaigns, radio jingles, hoardings. magazines, newspapers etc for brand promotion. Through these routs company will increase its branded sale to 25-30%.

SAOL is almost at the final stage to be certified by ISO-14001 & 22000.

Your Company is thus focusing on expansion of branded business. Introduction of health based products. improvement of its presence in domestic oil segments. Your company is in the process of setting up expanding production facilities at the new locations / existing plants to cater to the growing demand and sustain leadership position.

Wind Power and Infrastructure.

Company has Wind Turbine Generators of 8.4 MW capacity out of which 1.8 MW at Tenkasi in Tamilnadu and 6.6 M W at Dewas in Madya Pradesh. This Segment of your Company registered revenue of Rs 406.53 lakhs and Profit Before Tax (PBT) of Rs 236.11 lakhs, for the year ended on 31 st March, 2010.

Being continued with the move of cost reduction it has plan of expanding its power generation capacity through wind turbines by 6 MW.

This will lead to increase in efficiency and reduction in cost of production also create pollution free and healthy environment. To ensure maximum efficiency and create value by backward integration, the company intends to venture into bio-fuel production; it will be produced from the by-products of edible oil. other derivatives and origins of plant oils.

Capital Structure

In the Financial year 2009-10 the Authorised share Capital of the company has changed to Rs. 21.00.00.000 (Rupees Twenty One Crores) consisting of 21.00.00.000 (Rupees Twenty One Crores) Equity share Capital of Re. 1/-each

Public Deposits

During the year ended March 31st 2010, your Company has not accepted any deposits from the public during the year under review.

Directors

Mr. Hari Kishan Agrawal. Mr. Surendra Kumar Jain and Mr. Hans Kumar Verma retire by rotation in accordance with the provisions of the articles of Association of the company and being eligible offers themselves for reappointment.

Subsidiary Company

The Reports of directors and Statement of Accounts of Subsidiary Shrinathji Solvex Limited together with the Auditors report thereon are attached. The requisite statement pursuant to Section 212 of the Companies Act, 1956 is also attached with.

Directors Responsibility Statement

Pursuant to section 217(2AA) of the Companies (Amendment) Act 2000. the Directors confirm that:

- In preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures.

- They have consulted the Statutory Auditor in the selection of Accounting Policies. The Policies have been applied consistently and the judgments and estimates made 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 ended March 31 st. 2010 and the profit and loss for the year ended March 31 st, 2010

- 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.

- The Annual Accounts have been prepared on a going concern basis. Personnel

None of the employees of the Company were paid such remuneration during the year under review, which attract the provisions of Section 217(2A) of the Companies act, 1956 as amended.

Auditors and Auditors report

M/s Sunil Saraf & Associates, Chartered Accountants, Indore have expressed their willingness to continue in office as Statutory Auditors for the financial year 2010-2011 and have certified that the appointment if made would be within the prescribed limit u/s 224(1B) of the Companies Act. 1956. Accordingly a resolution proposing their appointment is being submitted to the AGM.

The Auditors Report for the year under review is self-explanatory and hence does not require any explanation.

Corporate Governance

The Company has in practice a comprehensive system of Corporate Governance. A detailed and separate Report on Corporate Governance forms part of this Annual Report.

We are committed to adhere to the Code of Corporate Governance as it means adoption of best business practices aimed at growth of the Company coupled with bringing benefits to Investors. Consumers. Creditors, Employees and Society at a large.

Management Discussion and Analysis

A detailed review of operational performance and future outlook of die Company is given under the "Management Discussion and Analysis Report" which forms part of this Annual Report.

Listing

The Equity Shares of the Company are listed on The Bombay Stock Exchange, Mumbai (BSE) and The National Stock Exchange, Mumbai (NSE).

The Company is exploring die idea of having an overseas listing also.

Conservation of Energy. Technology & foreign exchange Earnings / Outgo

Details of energy conservation and Research and Development activities undertaken by the Company along with information in accordance with the provisions of Section 217(e) of the Companies Act. 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. are given in Annexure to the Directors Report.

Acknowledgements

Your Directors place on record their deep sense of gratitude and appreciation for the continued support extended to the Company by Investors, Customers, Business Associates, Bankers, Vendors and Financial Institutions. Your Directors also wish to place on record their gratitude to the dedication and significant contribution made by the employees at all levels Through their hard work and devotion.

The Directors also thank the various Government. Semi Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support and whole hearted cooperation for realizing the goals in the years ahead.

Date: 23/08/2010 For and on behalf of the Board

Ram Narayan Agrawal

Place; BHOPAL (CHAIRMAN)

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