Directors Report of JR Foods Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in submitting their 22nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year's figures are given hereunder:

Particulars For the Year ended 31.03.2015

(Rs. In Lakhs)

For the year For the year ended ended 31/03/2015 31/03/2014

Net Sales /Income from

Business Operations 8651.15 3036.92

Other Income 42.59 34.40

Total Income 8693.74 3071.32

Profit Before Depreciation/Interest 188.02 231.24

Less Interest 120.98 90.56

Less Depreciation 34.89 69.02

Profit after depreciation and Interest 32.15 71.66

Less Current Income Tax 0 0

Less Previous year adjustment of Income Tax 0 0

Less Deferred Tax 0 0

Net Profit after Tax 32.15 71.66

Dividend (including Interim if any 0 0 and final)

Net Profit after dividend and Tax 32.15 71.66

General Reserve at the beginning of the year (556.52) (628.18)

Amount Transferred to General Reserve 32.15 71.66

Balance carried to Balance Sheet (524.37) (556.52)

Earning per share (Basic) Rs. 0.34 0.75

Earning per Share(Diluted) Rs. 0.34 0.75

2. DIVIDEND

No Dividend is being proposed for the current financial year due to the carried forward loss

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Due to the increase in the production capacity during the previous year there was a huge increase in turnover during the year when compared to the previous year. However the frequent price fluctuation of raw material in international market and volatile foreign exchange fluctuations affected the profitability. Thus the company earned a lower profit when compared to previous year. Considering the growing demand for edible oil in the local market the company will continue to achieve a drastic growth in the coming years.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure I attached to this report.

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

As the element of risk threatening the Company's existence is very minimal,the risk management system has yet to be implemented.

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable due to carried forward loss.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. Disclosure in AOC 2 is furnished in Annexure II is attached to this report.

11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualification, reservation or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports.

12. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure III and is attached to this report

13. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure IV and is attached to this Report.

14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company held 6 Board meetings during the financial year under review.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—

(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

(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. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information; and

(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.

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Kamala J Kothari, Director retires at this Annual General Meeting and being eligible offer herselves for re election.

Pursuant to the provisions of Sec. 197 of the Companies Act, 2013 read with Schedule V thereto and subject to the approval of the Company in general meeting, Shri. Dinesh Kothari has been appointed as a whole time Director of the Company from 01st April 2015.

During the year, Mr. M. Velmurugan has been appointed as the Chief Financial Officer with effect from 1st November, 2014.

The information required under Section 197 (12) of the Companies Act, 2013 and the rules made thereunder, as amended, has been given in Annexure V appended hereto and forms part of this report.

19. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

20. AUDITORS

(i) Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder M/s. Balaji & Gopalan, Chartered Accountants, No. 43 Motilal Street, T Nagar, Chennai-600017, Firm Regn. No. 008874S, are proposed to be appointed as the statutory auditors of the Company in place of the retiring auditors M/s. CNGSN & Assocites. Their appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

(ii) Secretarial Auditor & the Secretarial Audit Report

Mr. S. Ananthanarayan, Practicing Company Secretary was appointed as Secretarial Auditor by the Board of Directors for the financial year 2014-15 his report is attached separately to this report.

21. RISK MANAGEMENT POLICY

The Statement showing the details regarding the development and implementation of Risk Management Policy of the Company is furnished in Annexure VI and attached to this report. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting.

22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVID- ING VIGIL MECHANISM

The Audit Committee consists of the following members

a. G. Ashokkumar

b. P. Ramamoorthy

c. Kamala J Kothari

The above composition of the Audit Committee consists of independent Directors viz., Mr. G. Ashokkumar and Mr. P. Ramamoorthy, who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee for reporting issues concerning the interests of co employees and the Company.The Whistle Blower Policy is available on the website of the Company viz., www.jrfoods.in.

23. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

24. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

J.K. Kothari Kamala J. Kothari DIN: 00005295 DIN: 00005321 Managing Director Director

Place: Puducherry Date: 30"-May, 2015

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Mar 31, 2014

Dear Members,

The Directors present the Annual Report together with the audited Balance Sheet and the statement of Profit and Loss of J.R. Foods Limited for the year ended 31st March, 2014

Performance of the Company

Your Company''s performance during 2013-14 is summarized below:

Financial Results

(Rs. in Lakhs)

Particulars

2014 2013

Sales & Other income 3036.91 1684.07

(net of excise duty)

Profit/ (Loss) before Depreciation and Interest 231.24 132.97

Depreciation 69.02 67.91

Interest 90.56 90.12

Profit before Tax 71.66 (25.08)

Provision for Tax 0.0 0.0

Profit after Tax 71.66 (25.06)

Balance Brought forward from Previous year (628.17) (603.11)

Balance Carried to Balance Sheet (556.52) (628.17)

Your Directors regret that they are unable to recommend any dividend for the year, due to carried forward loss.

Review of Operations & Prospects:

The Company''s turnover during the year has increased considerably while compared to previous year. However due to local competition in procuring Raw materials and lack of working capital, the operations were minimized and the capacity utilization could not be achieved at least to the break even level.

The Company has earned a profit during the previous year inspite of its best efforts towards cost control.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors hereby confirm that:

1. in the preparation of accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year under review;

3. the Directors have taken proper and sufficient care for maintenance of adequate 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.

4. the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this report. A certificate of the Auditors on the Report on Corporate Governance is enclosed elsewhere in this Annual report.

Directors

Mrs. Kamala J Kothari and Mr. Dinesh Kothari, directors retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

Pursuant to Section 149 of the Companies Act, 2013 the existing independent directors Mr. G Ashokkumar and Mr. P Ramamoorthy are being appointed for a period of five years from September, 2014

Statutory Auditors

The retiring statutory auditors M/s. CNGSN & Associates, Chartered Accountants, Puducherry shall retire at the ensuing Annual General Meeting and offer themselves for reappointment as the statutory auditors of the Company pursuant to Section 224 of the Companies Act, 1956.

Public Deposit

The company has not accepted during the year under review any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

Particulars of Employees

The Company had no employees during the year, who came under the purview of the provisions of Sec.217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975.

Acknowledgements and Appreciation

The Directors take this opportunity to thank Company''s customers, shareholders, suppliers, bankers and Central and State Governments for their consistent support to the Company. The Directors also wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment

For and on behalf of the Board



Place: Puducherry KAMALA J. KOTHARI J. K. KOTHARI Date: 30th May 2014 Director Managing Director

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Mar 31, 2013

Dear Shareholders,

The Directors present the Annual Report together with the audited Balance Sheet and the statement of Profit and Loss of J.R. Foods Limited for the year ended 31st March, 2013

Performance of the Company

Your Company''s performance during 2012-13 is summarized below:

Financial Results

(Rs. in Lakhs)

Particulars 2013 2012

Sales & Other Income 1684.07 729.52 (net of excise duty)

Profit/ (Loss) before Depreciation and Interest 132.97 138.12

Depreciation 67.91 63.18

Interest 90.12 71.75

Profit before Tax (25.06) 3.19

Provision for Tax 0.0 0.00

Profit after Tax (25.06) 3.19

Balance Brought forward from Previous year (603.11) (606.30)

Balance Carried to Balance Sheet (628.17)- (603.11)

Your Directors regret that they are unable to recommend any dividend for the year, due to continued loss.

Review of Operations & Prospects:

The Company''s turnover during the year has increased considerably while compared to previous year. However due to local competition in procuring Raw materials and lack of working capital, the operations were minimized and the capacity utilization could not be achieved at least to the break even level.

The Company has incurred a loss during the previous year despite of its best efforts towards cost control.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors hereby confirm that:

1. in the preparation of accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

3. the Directors have taken proper and sufficient care for maintenance of adequate 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.

4. the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this report. A certificate of the Auditors on the Report on Corporate Governance is enclosed elsewhere in this Annual report.

Directors

Mr. P. Ramamoorthy and Mr. G Ashokkumar, directors retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

Statutory Auditors

The retiring statutory auditors M/s. CNGSN & Associates, Chartered Accountants, Puducherry shall retire at the ensuing Annual General Meeting and offer themselves for reappointment as the statutory auditors of the Company pursuant to Section 224 of the Companies Act, 1956.

Public Deposit

The company has not accepted during the year under review ariy deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

Particulars of Employees

The Company had no employees during the year, who came under the purview of the provisions of Sec.217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Acknowledgements and Appreciation

The Directors take this opportunity to thank Company''s customers, shareholders, suppliers, bankers and Central and State Governments for their consistent support to the Company. The Directors also wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment

For and on behalf of the Board

Place: Puducherry KAMALA J. KOTHARI J. K. KOTHARI

Date: 30* May 2013 Director Managing Director

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Mar 31, 2010

Performance of the Company

The Companys performance during 2009-10 is summarized below:

Financial Results

(Rs. in Lakhs) Particulars 2010 2009

Sales & Other Income (net of excise duty) 755.76 1449.08

Profit/Loss before Depreciation and Interest 94.63 (316.36)

Depreciation 67.84 65.55

Interest 60.52 56.33

Loss before Tax (33.72> (438.25)

Provision for Tax 0.0 0.05

Loss after Tax (33.72) (438.30)

Balance Brought forward from Previous year (548.65 (110.35)

Balance Carried to Balance Sheet (582.37) (548.65)

Your Directors regret that they are unable to recommend any dividend for the year, due to huge loss.

Review of Operations & Prospects:

The Companys turnover during the year has come down considerably while compared to previous year due to local competition in procuring Raw materials. Due to renovation and technical modification of refinery unit operations were half segmented and the impact of the same has brought down the turnover.

The Company has incurred a loss during the previous year despite of its best efforts towards cost control.

Directors Responsibility Statement

The Directors hereby confirm that:

1. in the preparation of accounts for the financial year ended 31st March,2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

3. the Directors have taken proper and sufficient care for maintenance of adequate 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.

4. the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this report.

A certificate of the Auditors on the Report on Corporate Governance is enclosed elsewhere in this Annual report.

Directors

Mrs. Kamala J. Kothari and Mr. G. Ashokkumar, directors retire by rotation and are being eligible offer themselves for re-appointment at this Annual General Meeting.

Statutory Auditors

The retiring statutory auditors M/s. CNGSN & Associates, Chartered Accountants, Puducherry shall retire at the ensuing Annual General Meeting on September 30, 2010 and offer themselves for reappointment as the statutory auditors of the Company pursuant to Section 224 of the Companies Act, 1956.

Public Deposit

As in the past, the company has not accepted during the year under review any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

Auditors Report

With reference to the qualification of the Auditors in item no.4 (iv) of their report, it is clarified that:

1. Accounting Standard 22: As per the accounting policy the deferred tax liability of Rs.45,33,028/- arising out of timing differences has not been recognized in books of accounts in view of the carry forwarded losses and will be adjusted only if there will be sufficient taxable income available to realize such losses.

Particulars of Employees

The Company had no employees during the year, who came under the purview of the provisions of Sec.217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Acknowledgements and Appreciation

The Directors take this opportunity to thank Companys customers, shareholders, suppliers, bankers and Central and State Governments for their consistent support to the Company. The Directors also wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board

Kamala J. Kothari J.K. Kothari

Director Managing Director

Puducherry, 29th May 2010