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Directors Report of Sanwaria Agro Oils Ltd.

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, 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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