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Directors Report of Unique Organics Ltd.

Mar 31, 2015

Dear Members

The directors are pleased to present the Twenty Third Annual Report of the company together with the Audited Financial Statement for the year ended on 31st March, 2015, as follows:

FINANCIAL SUMMARY: (Rs. In Lacs)

Particulars As at As at 31.03.2015 31.03.2014

Revenue from operations 19,545.77 24,220.11

Other Income 170.22 319.08

Total Operational Cost 19,334.16 23,693.61

Finance Cost 162.00 159.59

Depreciation 13.35 15.02

Tax Provision 66.28 219.29

Net Profit (Loss) 140.20 455.91

Paid-up share capital 596.84 596.84

Net surplus in Profit & Loss 411.91 362.68

Total Reserves & Surplus 574.69 514.95

STATEMENT OF COMPANY'S AFFAIRS / COMPANY'S WORKING:

Being an agricultural commodity based Export Company, your company is exposed to a lot of factors both at national and international level. During the year under review the company witnessed slow demand of Indian agricultural commodities in the international market. The total exports from India for both service and commodity sector decreased in comparison to the previous year.

Despite all stiff competition, your company did fairly well in sales- domestic as well as exports. The revenue of the company stood at Rs. 19,545.77 lacs as at 31.03.2015 as against Rs. 24220.11 lacs at at 31.03.2014.

In exports, your company entered into third country exports from Bangladesh and is planning to explore the opportunities from other countries also. The management of your company will continue making its efforts towards the sound growth of the company and hope to do fairy well in FY 2015-16, except the unforeseen circumstances being usual in export business.

The domestic sales registered a growth this year as well despite several unfavorable market conditions. However, it shall energise the efforts to expand the consumer base in local market during the current year.

DIVIDEND:

With your whole hearted support and considering your Company's profitability & cash flow despite the adverse market situations, your Directors are pleased to recommend a Dividend of 10% i.e. Rs. 1/- per equity share on a face value of Rs. 10/- each on 59,53,000 equity shares fully paid-up. The proposed dividend, if approved by the members at the Annual General Meeting, will absorb a sum of Rs. 59.53 lakhs (excluding Dividend Tax) for the year ended 31st March, 2015.

RESERVES:

Your Directors proposes to transfer Rs. 10.52 Lacs to the general reserve during the year 2014-15.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review no loans or guarantees given or investment made, covered under Section 186 of the Companies Act, 2013. For details about past transactions, please refer the note No. 13 to the financial statement provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARITES:

Particulars of contracts or arrangements with related parties referred to in Section 188 of the Companies Act, 2013, in the prescribed form AOC-2, is appended as Annexure 1 to the Board's Report.

DEPOSITS:

The company has not invited/accepted any public deposit whether covered under Chapter V of the Companies Act, 2013 or not and, as such, no amount of principal or interest remained unpaid or unclaimed as at the Balance Sheet date.

QUALIFICATIONS, RESERVATON OR ADVERSE REMARK OF DISCLOSURE IN AUDIT REPORTS:

There is no adverse remark or qualification or any disclaimer remark against the Company by

(a) The statutory auditor in its report.

(b) By the company secretary in practice in the secretarial audit report.

CHANGE IN THE NATURE OF BUSINESS:

The main activity of the company is export of agri commodities, spices, feed meals etc., but to strengthen the domestic market and as a part of diversification of business, company started importing of pulses during the year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no such changes/ commitments/events or material changes occurred affecting the financial position of the Company between the end of the financial year (i.e. 31.03.2015) and the date of this report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has not received any significant/material orders from the statutory regulatory bodies/courts/tribunals impacting the going concern status and company's operations in future.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

No Company became or ceased to be subsidiary, joint venture or associate company of Unique Organics Limited during the year.

FINANCIAL PERFORMANCE/ FINANCIAL POSITION OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES:

There is no Subsidiary company/ Associate company/ Joint venture associated with the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Company is both ethically and professionally managed. It has developed an internal structure with proper hierarchy, delegation of authority and ethical values so that assets are safeguarded and the transactions are properly authorized and recorded. With reference to the financial statements, the Company has a continuous monitoring mechanism through Audit Committee, Internal Audit and multistage checking of vouchers and documents which enables the organization to maintain with the same standard of the control systems and helps them in managing any default on timely basis because of strong reporting mechanism followed by the company. The Internal Audit System of the company helps to bring out a systematic and disciplined approach to evaluate and improve the effectiveness of internal financial control.

LISTING OF SHARES:

The company's equity shares continued to be listed with Bombay Stock Exchange (BSE) which has nationwide trading terminals.

CORPORATE GOVERNANCE:

Your company has proactively been following the best practices adopted by good corporates in India. The report on Corporate Governance forms a part of this report. The Auditor's certificate on the compliance of Corporate Governance embodied in Clause 49 of the Listing Agreement is attached as Annexure 2 and forms a part of this report.

All board members have affirmed compliance with Code of Conduct under Clause 49 of the Listing Agreement and Code of Conduct on Insider Trading on annual basis.

BOARD MEETINGS:

The Board of Directors met 12 (twelve) times during the financial year 2014-15, on 21.04.2014, 07.05.2014, 23.05.2014, 12.07.2014, 02.08.2014, 30.09.2014, 20.10.2014, 21.11.2014, 28.01.2015, 02.02.2015, 16.02.2015 and 24.03.2015. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 read with rules thereunder and Listing Agreement.

COMMITTEES OF DIRECTORS:

The Board has seven committees: Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee, and Share Transfer Committee & Internal Complaint Committee (ICC). All committees are formed as per prevailing laws and have proper combinations of independent and non-independent directors in composition.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.

PARTICULARS OF EMPLOYEES:

Particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended in Annexure 3 to the Board's Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaint Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of complaints regarding workplace sexual harassment, received and disposed off during the year under review:

No. of complaints received: NIL

No. of complaints disposed off: N.A.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Company has constituted Nomination and Remuneration Committee (Details of which is part of Corporate Governance Report in this Annual Report) and adopted Nomination and Remuneration Policy formulated in compliance with Section 178 of the Companies Act, 2013 read with rules thereunder and Clause 49 of the Listing Agreement. The said policy includes criteria for determining qualifications, positive attributes, independence of directors and other matters provided under Sub Section 3 of the Section 178 of the Companies Act, 2013. The said policy is appended as Annexure 4 to this Report and also available on Company's website on below web-link: http://www.uniqueorganics.com/UploadFile/1435309815- Nomination%20and%20Remuneration%20Policy.pdf

DIRECTORS:

a) Changes in Directors and Key Managerial Personnel

* Mr. Sanjay Sharma was appointed as independent director in the board meeting held on 07.05.2014 and regularized in the 22nd Annual General Meeting held on 16th July, 2014.

* Mrs. Vinita Mishra was appointed as additional director (non- executive non independent) on the board, in Board meeting held on 08.07.2015.

* During the year, Mrs. Varnita Mathur resigned from the post of Company Secretary and Compliance Officer and Ms. Aayushi Singh was appointed as Company Secretary and Compliance Officer in her place w.e.f. 07.05.2014.

* Mr. Harish Panwar (Manager Accounts) appointed as Chief Financial Officer of the Company w.e.f. 23.05.2014.

b) Declaration by an Independent Director(s)

* Company received declarations from its independent directors Shri Amardeep Singh Ahluwalia, Shri Dilip Kumar Joshi and Shri Sanjay Sharma under sub section (7) of section 149 of the Companies Act, 2013 confirming that they meet the criteria as laid down in Section 149(6) of the Companies Act, 2013 read with rules thereunder and Clause 49 of the Listing Agreement with Stock Exchange.

c) Performance Evaluation of Board and re- appointment

The company has developed and implemented a policy for formal annual evaluation. The Committee/Board shall evaluate the performance of Board, its Committees, and its individual directors including Chairman/Managing Director and Independent Directors of the Company with reference to the authority under the Policies of the Company framed in accordance with the relevant provisions of Companies Act, 2013 read with rules thereunder, Listing Agreement and based on their functions and the criteria for the evaluation of the performance as prescribed in the policy. Evaluation of Independent Directors shall be carried on by the entire Board in the same way as it is done for the Executive Directors/Non- Independent Directors of the Company except the Director getting evaluated keeping in view the inputs provided by Nomination & Remuneration Committee. The Policy on Annual Performance Evaluation of the Board, its Committee's and individual directors is appended as Annexure 5 to this report and also available on Company's wesite at below web-

link:

http://www.uniqueorganics.com/UploadFile/1435385585- Policy%20for%20Evaluation%20of%20the%20Performanc e%20of%20the%20Board%20Its%20Committee%20and% 20Individual%20Directors.pdf

Mrs. Madhu Kanodia, Director of the Company, retires at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment, in terms of provisions of Articles of Association of the Company. The Board recommends her re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, your directors hereby state that:

a) in the preparation of the annual accounts, the applicable accounting standards have 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 of the company for the year ended on that date;

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

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors, laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS:

M/s A.K. Meharia & Associates, Chartered Accountants, Kolkata, Statutory Auditors of the Company, hold office until the conclusion of the ensuing annual general meeting and, they being eligible, offer themselves for re-appointment. The Audit Committee and Board of Directors of the company have recommended the re-appointment of M/s. A.K. Meharia & Associates, Chartered Accountants, Kolkata, as Statutory Auditors of the company to hold office for five years tenure from the conclusion of this AGM upto the conclusion of 28th AGM (F.Y 2015-16 to F.Y. 2019-20), subject to ratification by members at every Annual General Meeting of the Company. The company has received a letter from them to the effect that their appointment, if made, would be within the limit prescribed under Section 141(3)(g) of the Companies Act, 2013 read with Rules thereunder and other provisions, if any, and that they are not disqualified for re-appointment.

SECRETARIAL AUDITOR AND REPORT:

M/s Ruchi Jain & Associates, Company Secretaries, B-37, Ahinsha Marg, Jai Jawan Colony-I, Tonk Road, Jaipur (Raj.) were appointed as Secretarial Auditor to conduct the secretarial audit of the company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The secretarial audit report for the financial year 2014-15 forms part of the Report as an Annexure 6.

AUDIT COMMITTEE:

In compliance of the provisions of Section 177 of the Companies Act, 2013 read with Rules thereunder and Clause 49 of the Listing Agreement, company has an audit committee comprising Shri Amardeep Singh Ahluwalia, independent director as Chairman of the Committee, Shri J.P Kanodia, managing director & Shri. Dilip Kumar Joshi, independent director as members. The Committee functions with the powers and responsibilities as specified in the Companies Act, 2013 read with rules thereunder, Listing Agreement and other applicable law, if any.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In compliance of the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of Listing Agreement, Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework to the directors and employees of the company a responsible and secure whistle blowing/vigil mechanism to report genuine concerns to the Chairman of the Audit Committee. And that Company hereby affirms that no personnel have been denied access to the audit committee. More details about the policy and procedure are stated in Corporate Governance Report forming part of this Annual Report.

RISK MANAGEMENT POLICY/PLAN:

The Company has developed and established a risk management policy for the Company which sets out a framework for identification of elements of Risk, if any which in the opinion of the Board may threaten the existence of the Company and has devised a proper system of risk management and internal compliance and control through its Board, Audit Committee, KMP's and other Senior personnel of the Company.

SHARE CAPITAL:

There was no change in the Share Capital during the year under review as under:

a) Issue of equity shares with differential rights :

The company didn't issue any equity shares with differential rights or other securities during the year under review.

b) Issue of sweat equity shares :

The company didn't issue any Sweat equity shares during the year under review.

c) Issue of employee stock options :

The company didn't issue any ESOP during the year under review.

d) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees :

Company didn't make any Scheme or Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company has constituted the Corporate Social Responsibility (CSR) Committee of Directors in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014. The brief outline of the CSR Policy, including overview of the programs/activities undertaken, the composition of the CSR

Committee, average net profit of the Company for the past three financial years, prescribed CSR expenditure and details of amount spent on CSR activities during the year have been disclosed in Annexure 7 to this Report, as mandated under the said Rules. Details about the CSR Policy and initiative taken by the Company during the year are available on Company's website on investor page under CSR menu. http://www.uniqueorganics.com/spices/csr.php

EXTRACTS OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in prescribed format (MGT- 9) is appended as Annexure 8 to the Board's Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Being focused on trading for the year under review, energy cost constituted a small proportion of the total cost and there is not much scope for energy conservation. However, pursuant to section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the requisite particulars are furnished at Annexure 9 given hereto forming part of this Report. Foreign exchange earnings and outgo are furnished as under:

DEPOSITORY SYSTEM:

In order to keep pace with the changing technology and to provide the benefits of electronic trading to our members, your company's shares are tradable compulsorily in electronic form and it established connectivity with depositories, viz. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The company also has common agency for transfer of shares both in demat and in physical form.

ACKNOWLEDGEMENT:

Your directors express their sincere thanks to Central and State Government departments, Banks, foreign buyers and customers for their cooperation and encouragement they always extended to the company and look forward for their continued support. For the continuous support and meticulous efforts of Dealers, Business Associates and employees in ensuring an all round improved operational performance, your directors wish to place on record their sincere thanks and appreciation.

For & on behalf of the Board of Directors Place: Jaipur Date: 08.07.2015 J.P. Kanodia Chairman & Managing Director DIN: 00207554


Mar 31, 2014

The Members of Unique Organics Limited

The directors are pleased to present the Twenty Second Annual Report together with the Audited Statement of Account for the year ended on 31st March, 2014.

FINANCIAL RESULTS: (Rs. in Lacs) Particulars As at 31.3.2014 As at 31.3.2013

Sales 23912.74 16016.03

Other Income 319.08 129.85

Total Operational Cost 2518.02 2215.40

Finance Cost 159.50 138.45

Depreciation 15.02 14.61

Tax Provision 225.39 111.18

Net Profit (Loss) '' 455.90 188.31

Paid-up Share Capitai 596.84 596.84

Reserves & Surplus 514.95 198.34

Transfer to Reserves (CRR) - 40.00

Profit & Loss 362.68 80.20

0PERT10NS

The Company operates in a liighly competitive and rapidly changing market and has competitors in each of major business products/suppiies on a local, national and international level. During the year under review, the company saw a robust growth in sales-domestic as well as exports despite stiff competition. The revenue showed an increase from Rs. 16225.60 lakhs toRs. 24220,11 lakhs, thus registering a growth of 49.3% in revenue.

in exports, your company explored a few new markets as in UK, Philippines and commodities as in Guar Meal. Further the management shall continue to strive further explore newer markets and commodities and hope to do fairly well in the FY 2014-15 except the unforeseen circumstances being usual to an exports business.

The domestic sales outshined previous results and grew up by 175.5%. Your company has started catering to the consumer needs both in the Southern & Eastern part of India and further we hope to strive and reach every comer of the domestic sties market all over India,

DIVIDEND

With your whole hearted support and considering your Company''s profitability & smooth cash flow, your Directors are pleased to recommend a Dividend of 20% i.e. Re. 2/- per equity share on a face value of Rs. 10/- each on 59,53,000 equity shares fuUy paid-up. The proposed dividend, if approved by the members at the Annual Genera! Meeting, will absorb a sum of Rs, 119.06 laklis (excluding Dividend Distribution Tax) for the year ended 31st March. 2014.

DIRECTORS

- Mrs. Madhu Kanodia, Director of the Company, retires at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment, in terms of provisions of Articles of Association ofthe Company.

- Mr, Sanjay Sharma joined the Board on 1* May, 2014 as Additional Director and proposal for appointing him as Independent Director is for consideration before the shareholders.

I DIRECTORS RESPONSIBILITY STATEMENT 1

Pursuant to provisions of section 217 (2AA) of the Companies

Act, 1956, your directors hereby state:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

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

(iii) that 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;

(iv) that the directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

The company has not invited/accepted any deposits within tlie meaning of Sections 58A and 58AA of the Companies Act, 1956,

I AUDIT COMMITTEE

In compliance of the provisions of section 292A of Companies Act, 1956, and Clause 49 of the Listing Agreement, an audit committee comprising Shri Amardeep Singh Ahluwalia & Shri, Dilip Kumar Joshi, non-executive & independent directors and Shri J.P. Kanodia, Managing Director existed. The powers and functions ofthe said Audit Committee are as per Section 292Aof Companies Act, 1956. and Clause 49 ofthe Listing Agreement.

LISTING OF SHARES

The company''s equity shares continue to be listed with Bombay Stock Exchange (BSE) which has nationwide trading terminals.

AUDITORS

M/s A.K. Meharia & Associates, Chartered Accountants, Koikata, Statutory Auditors of the company, hold office until the conclusion of the ensuing annual general meeting and, they being eligible, offer tlieinselves for re-appointment.

I PARTICULARS OF EMPLOYEES

There is no employee covered under section 217{2A) of the Companies Act, 1956 and thus the particulars under the Companies (Particulars of Employees) Rules,1975 jare Nil,

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Being focused on trading for tlie year under review, energy cost constituted a small proportion of the total cost and there is not much scope for energy conservation. However, pursuant to section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the requisite particulars are furnished at Annexure given hereto forming part of this Report. Foreign exchange earnings and outgo are furnished as aforesaid.

DEPOSITORY SYSTEM

In order to keep pace with the changing technology and to provide the benefits of electronic trading to our members, your company''s shares are tradable compulsorily in electronic form and it established connectivity with depositories, viz. National Securities Depositories Limited fNSDL) and Central Depository Services (India) Limited (CDSL). The company also has common agency for transfer of shares both in demat and in physical form.

CORPORATE GOVERNANCE

Your company has proactively been following the best practices adopted by good corporates in India. The report on Corporate Governance forms a part of this report. The Auditor''s certificate on the compliance of Corporate Governance embodied in Clause 49 of the Listing Agreement is attached as Annexure and forms a part of this report. All board members have affirmed compliance with Code ofConduct on annual basis.

MANAGEMENT DISCUSSION & ANALYSIS

Your directors are glad to inform the members that your company has occupied a good market share for animal feed. The management discussion and analysis is given as under- Business Enyironmept: The year under review was a challenging year where Indian Economy faced various global as well as domestic challenges. The challenges were not only in terms of political and economic situation around the globe but also due to the paradigm shift in the existing markets. On one hand, the Indian economy saw'' high inflation and sharp declining in value of Indian Currency, which affected adversely the costs and the margins, while on the other hand we saw new products and prospective markets emerging up to achieve newer heights in growth.

Opportunities: Your Company led by energetic management, which is constantly making efforts for the expansion of the business, foresees various opportunities in the coming years:

- Potential untapped markets of both animal feed and food products.

- Demand of new animal feed and food products across the world where India holds an edge over other countries and thus we can prove not only to be competitive enough but also maintain sustainable high quality standards.

Threats

- Weather conditions & Monsoon

- Government Policies/Ftscal policies

- Price Volatility

- Local Market (demand & supply)

Segment Wise Performance Feed Ingredients:

As this is the core business of the company, the management is making eftbrts to expand it more and more. In fact, in spite of the global and domestic economic conditions your company has successfully managed to ach ieve the targets.

Now the company''s business is not only limited to the South Asian countries but also expanded successfully to European countries by introducing new products as Guar Meal, Wheat, etc.

Domestic sales too, have done fairly well, with added supply of the products to Eastern & Southern regions of India,

Spices/Tood:

This too saw considerable increase in business during the year under review. Your company was encouraged by Spices Board of India by providing the subsidy during the year.

Outlook:

With the startling working results achieved during the year under review, the company''s management is hopeful to have a steady growth in the year 2014-15 too. The efforts for new business are continued and the results of the same, as weie seen during 2013- 14, are expected to yield much more laurels in its kitty''in the current year.

During the year 2013-14, company''s products were displayed in Livestock Philippines 2013 Expo and we are now planning to attend more exhibitions of inteniational repute in the current year. However, the management will keep on reviewing the planning based on market scenario, currency fluctuations, etc.

We are in close contact with many institutional buyers for domestic sales. We have already reached the domestic market in South India & East India and are further planning to enter other regions also with inclusion of new commodities as per consumer needs ahead.

Internal Control System:

Your Company, which is export based, is both ethically and professionally managed. It has developed an internal structure with proper hierarchy, delegation of authority and ethical values so that assets are safeguarded and the transactions are properly authorised and recorded. The Internal Audit System of the company helps to bring out a systematic and disciplined approach to evaluate and improve the effectiveness of risk management, control and governance which helps in establishing competitive advantage by eliminating avoidable cost.

Financial & Operational Performance:

The revenue from operations showed an increase from Rs. 16225.60 lakhs to Rs. 24220.11 lakhs, registering a growth of 49.3% in turnover, and profit after tax (PAT) from Rs, 188.31 lakhs to Rs. 455.91 lakhs, registering a growth of 142.1% in profitability.

Human Resources:

Employees are assets to the company and your company believes that proper management of human resources is the most important ingredient for achieving excellence in performance and sustainable mutual growth.

Cautionary Statement:

Statements made in "Management Discussion & Analysis" describing projections, company''s objectives and planmng may be somewhat forward looking within the meaning of applicable laws and regulations. The Actual results might differ depending upon prevailing trends, international business scenario, government policies, demand and availability of products and government support by means of direct or indirect assistance for export of products from time to time.

ACKNOWLEDGEMEINT

Your directors express their sincere thanks to Central and State Government departments, Banks, foreign buyers and customers for their cooperation and encouragement they always extended to the company and look forward to their continued support. For the continuous support and meticulous efforts of Dealers, Business Associates and employees in ensuring an all round improved operational performance, your directors wish to place on record their sincere thanks and appreciation.

For & on behalf of the Board of Directors

Sd/- (J.P. Kanodia) Place: Jaipur Chairman & Managing Director Date : 23th May, 2014 DIN; 00207554


Mar 31, 2013

To, All Members

The Board of Directors are pleased to present the Twenty First Annual Report together with the Audited Statement of Account for the year ended on 31st March, 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

As at 31st March, 2013 As at 31st March, 2012

Sales 16,016.03 11846.86

Other Income 129.85 129.55

Total Operational Cost 2215.40 2545.51

Finance Cost 138.45 120.90

Depreciation 14.61 8.88

Tax Provision 111.18 50.45

Net Profit (Loss) 188.31 125.64

Paid-up share capital 596.84 696.84

Reserve & Surplus 198.34 79.21

Transfer to Reserves (CRR) 40.00 60.00

Profit & Loss A/c 80.26 1.13

OPERATIONS

During the year under review, the company registered a remarkable growth in turnover despite stiff competition in international market. As is evident, the turnover increased to Rs 16,016.03 lacs during the year under review from Rs. 11,846.86 lacs during the previous year, thus registering an increase by 35.19%.

Your directors are glad to inform you that the company has successfully embarked its programme to expand the market abroad and hope to achieve even further better working results in the current year except the unforeseen circumstances beyond the control of the company.

The Company has plan to establish necessary network to ease out the timely shipment and has plans to further expand the market and strengthen our operations.

DIVIDEND:

With your whole hearted support and considering your Company''s profitability & cash flow your Directors are pleased to recommend a Dividend of 10% i.e. Re. 1/- per equity share on a face value of Rs. 10/- each on 59,53,000 equity shares fully paid-up as on March 31,2013.

FORFEITURE OF PARTLY PAID EQUITY SHARES:

Pursuant to provisions of articles of association of the company & applicable provisions of Companies Act, 1956, the Board of Directors in their meeting held on 05.03.2013 had decided to forfeit 18,500 partly-paid equity shares for nonpayment of long outstanding al lotment money. The Bombay Stock Exchange was duly informed as per Listing agreement.

Redemption of Preference Shares

The 1,00,000 9% Non-Cumulative Redeemable Preference shares of Rs.100/- each fully paid up, forming in aggregate Rs. 1,00,00,000/- in the share capital of the company and due for redemption were redeemed during the year under review pursuant to provisions of Section 80 of the Companies Act, 1956.

Directors

Mrs. Madhu Kanodia, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers herself for re-appointment, in terms of provisions of Articles of Association of the Company.

Directors Responsibility Statement

Pursuant to provisions of section 217(2AA) of The Companies Act, 1956, your directors hereby state:

(i) that in the preparation of the annual accounts, the j applicable accounting standards had been followed along with i proper explanation relating to material departures;

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

(iii) that 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;

(iv) that the directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The company has not invited/accepted any deposits within the meaning of Sections 58A and 58 AAof the Companies Act, 1956.

AUDIT COMMITTEE

In compliance of the provisions of section 292A of Companies ; Act, 1956, and Clause 49 of the Listing Agreement, an audit committee comprising Shri Amardeep Singh Ahluwalia and Shri.

Dilip Kumar Joshi, non - executive & independent directors and Shri J.P. Kanodia, Managing Director existed. The powers and functions of the said Audit Committee are as per Section 292A of Companies Act, 1956 and Clause 49 of the Listing Agreement.

LISTING OF SHARES:

The company''s equity shares continue to be listed with Bombay Stock Exchange (BSE) which has nationwide trading terminals.

AUDITORS:

M/s A.K. Meharia & Associates, Chartered Accountants, Kolkata, Statutory Auditors of the company, hold office until the conclusion of the ensuing annual general meeting and, they being eligible, offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES:

There is no employee covered under section 217(2A) of the Companies Act, 1956 and thus the particulars under the Companies (Particulars of Employees) Rules, 1975, are Nil.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Being focused on trading for the year under review, energy cost constituted a small proportion of the total cost and there is not much scope for energy conservation.

However, pursuant to section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the requisite particulars are furnished at Annexure given hereto forming part of this Report. Foreign exchange earning and outgo are furnished as aforesaid.

DEPOSITORY SYSTEM:

In order to keep pace with the changing technology and to provide the benefits of electronic trading to our members, your company''s shares are tradable compulsorily in electronic form and it established connectivity with depositories, viz. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The company also has common agency for transfer of shares both in demat and in physical form.

CORPORATE GOVERNANCE:

Your company has proactively been following the best practices adopted by good corporate in India. The report on Corporate Governance forms a part of this report. The Auditor''s certificate on the compliance of Corporate Governance embodied in Clause 49 of the Listing Agreement is attached as Annexure and forms a part of this report. All board members have affirmed compliance with Code of Conduct on annual basis.

ACKNOWLEDGMENT:

Your directors express their sincere thanks to Central and State Government departments, Banks, foreign buyers and customers for their cooperation and encouragement they always extended to the company and look forward to their continued support. For the continuous support and meticulous efforts of Dealers, Business Associates and employees in ensuring an all round improved operational performance, your directors wish to place on record their sincere thanks and appreciation.

For & on behalf of the Board of Directors.

Sd/-

(J.P. Kanodia)

Chairman & Managing Director.

Place : Jaipur

Date: 29.05.2013.


Mar 31, 2010

The Board of Directors are pleased to present the Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended on 31, March 2010.

FINANCIAL RESULTS: (Rs. in Lacs)

As at As at

31st March, 2010 31 March, 2009

Sales 5311.74 3508.94

Other Income 119.73 156.06

Total Operational Cost 1020.52 647.43

Interest 26.14 26.81

Depreciation 23.95 24.54

Tax Provision 20.16 0.30

Net Profit (Loss) 97.24 145.21

Paid-up share capital 696.83 696.83

Reserve & Surplus 18.07 18.07

Profit & Loss A/c (debit balance) (112.51) (209.75)

OPERATIONS:

During the year under review, the company registered a phenomenal growth in turnover despite stiff competition in international market. As is evident, the turnover increased to Rs 5311.74 lacs during the year 2009-10 from Rs. 3508.94 lacs during the previous year, thus registering an increase by 51.38%.

Your directors are glad to inform you that the company has successfully embarked its programme to expand the market abroad and hope to achieve even better working results in the current year except the unforeseen circumstances beyond the control of the company.

Your company is planning to set up new semi-automatic Spices Processing Plant & Machinery for a better sales and improved profits for which a part of obsolete machinery (idle for long time) was disposed off during the year for Rs.60 lac.

FOREIGN EXCHANGE EARNINGS & OUTGO:

2009-10

RE. Earnings : Export sales Rs. 53,11,48,741.01

F.E. Outgo : Traveling & other exp. Rs. 2,62,515.49

2008-09

F.E.Earnings : Export sales Rs. 35,02,72,597.92

F.E. Outgo : Traveling & other exp.

Rs. 3,93,890.00

DIRECTORS:

Mrs. Vinita Mishra, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers herself for re-appointment, in terms of provisions of Articles of Association of the Company.

Mr. Amardeep Singh Ahluwalia, who was appointed as Additional Director on the Board on 07.12.2009, shall hold office upto the date of ensuing general meeting. The company has received a notice under section 257 of Companies Act, 1956 proposing his name as director for appointment. Your directors recommend his appointment as director of the company.

Sh. Sajjan Kumar Gupta ceased to be the director of the company w.e.f. 07.12.2009 by resignation.

DIRECTORS RESPONSIBILrrY STATEMENT:

Pursuant to provisions of section 217(2AA) of The Companies Act, 1956, your directors hereby state :

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(hi) that 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;

(iv) that the directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The company has not invited/accepted any deposits within the meaning of Section 58A of the Companies Act, 1956.

AUDIT COMMITTEE:

In compliance of the provisions of section 292A of Companies Act, 1956, and Clause 49 of the Listing Agreement, an audit committee comprising Shri Sajjan Kumar Gupta and Smt. Vinita Mishra, non - executive & independent directors and Shri J.P. Kanodia, Managing Director existed. Consequent upon the appointment of Shri. Amardeep Singh Ahluwalia, the audit committee was reconstituted on 07.12.2009 which comprised Shri Amardeep Singh Ahluwalia , Smt. Vinita Mishra, non - executive & independent directors and Shri J.P. Kanodia, Managing Director. The powers and functions of the said Audit committee are as per Section 292A of Companies Act, 1956 and Clause 49 of the Listing Agreement.

LISTING OF SHARES:

The companys equity shares continue to be listed with Bombay Stock Exchange (BSE) which has nationwide trading terminals.

The company has applied for voluntary delisting of its equity shares to Delhi, Calcutta & Ahemdabad Stock Exchanges on 03-07-2010 & Jaipur Stock Exchnage on 02-07-2010.

AUDITORS:

M/s. Gupta Abhishek & Co., Chartered Accountants, Jaipur, Statutory Auditors of the company, hold office until the conclusion of the ensuing annual general meeting and, being eligible, offer themselves for re-appointment.

PARTICULARS OFEMPLOYEES:

There is no employee covered under section 217 (2A) of the Companies Act, 1956 and thus the particulars under the Companies (Particulars of Employees) Rules, 1975, are Nil.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Being focused on trading for the whole year under review,

energy cost constituted a negligible proportion of the total cost and there is not much scope for energy conservation. However, pursuant to section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the requisite particulars are furnished at Annexure given hereto forming part of this Report. Foreign exchange earning and outgo are furnished as aforesaid.

DEPOSITORY SYSTEM:

In order to keep pace with the changing technology and to provide the benefits of electronic trading to our members, your companys shares are tradable compulsorily in electronic form and it established connectivity with depositories, viz. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The company also has common agency for transfer of shares both in depository and in physical form.

CORPORATE GOVERNANCE:

Your company has proactively been following some of the best practices adopted by good corporates in India. The compliance report on Corporate Governance forms a part of this report. The Auditors certificate on the compliance of Corporate Governance embodied in Clause 49 of the Listing Agreement is attached as Annexure and forms a part of this report. All board members have affirmed compliance with Code of Conduct on annual basis.

ACKNOWLEDGEMENT:

Your directors express their sincere thanks to Central and State Government departments, Banks, foreign buyers and customers for their cooperation and encouragement they always extended to the company and look forward to their continued support. For the continuous support and meticulous efforts of Dealers, Business Associates and employees in ensuring an all round improved operational performance, your directors wish to place on record their sincere thanks and appreciation.

For & On behalf of the Board of Directors.

Sd/-

Place: Jaipur (J. P. KANODIA)

Dated: 16-8-2010 Chairman &

Managing Director





 
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