Directors Report of Tirupati Starch & Chemicals Ltd.

Mar 31, 2015

The Directors are hereby presenting the 29th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31st March, 2015. Further, in compliance with the Companies Act, 2013 the Company has made requisite disclosures in this Board's Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

1. FINANCIAL SUMMARY, STATE OF COMPANY'S AFFAIRS AND CHANGE IN NATURE OF BUSINESS

The Board's Report is based on the standalone Financial Statements of the Company for the year ended 31st March, 2015:

(Amount in Rupees)

Particulars Current Year (2014-2015) Previous Year (2013-2014)

Total Revenue 59,74,71,363 61,48,30,717

Total Expenses 58,47,01,278 59,90,14,809

Profit Before Tax 1,27,70,085 1,58,15,908

Tax Expenses 2,46,92,083 39,35,136

A. Current Tax 26,65,110 55,24,300

B. Deferred Tax 2,15,57,643 (15,85,937)

C. Income Tax for earlier 4,69,330 (3,227) years written off/back

Profit/Loss after Tax (1,19,21,998) 1,18,80,772

Carried to Balance Sheet (1,19,21,998) 1,18,80,772

1.1 PERFORMANCE REVIEW

During the year under review, the Company's total revenue was Rs. 59,74,71,363/- (Rupees Fifty Nine Crores Seventy Four Lacs Seventy One Thousand Three Hundred and Sixty Three Only) as compared to Rs. 61,48,30,717/- (Rupees Sixty One Crores Forty Eight Lacs Thirty Thousand Seven Hundred and Seventeen Only) and Company reported a Profit Before Tax of Rs. 1,27,70,085/- (Rupees One Crore Twenty Seven Lacs Seventy Thousand and Eighty Five Only) as compared to a Profit Before Tax (PBT) of Rs. 1,58,15,908/- (Rupees One Crore Fifty Eight Lacs Fifteen Thousand Nine Hundred and Eight Only) for the Financial Year ended 31st March, 2014. During the year under review, a heavy provision of deferred tax liabilities has been made which is affecting the Profit figure.

There was expansion of existing manufacturing plant situated at "Village Sejwaya", Ghatabillod, Dist. Dhar, M. P., and commercial production was also commenced during the year under the review. Being the first year of operation after expansion profitability and turnover of the company affected downward for the related year. For such expansion project, the Company also increased its existing debt obligations from its Bankers and promoters; impact of same was resulted in the financial position of Company. However, with reduction in cost of maize as compared to previous year, better performance of utility coupled with better product mix, improved technical parameters and application of stringent cost cutting measures and as the existing expansion has also come out, your company estimates that it shall be able to increase its profitability. Further, the detailed performance covered in the Management Discussion and Analysis Report separately which is annexed as ANNEXURE IV with this report and shall form part of the Board's report.

1.2 CHANGE IN NATURE OF COMPANY'S BUSINESS

During the Year under review, there was no change in Company's Business, the Company finalized its Expansion plan and started the commercial production of Starch and allied products in its expanded unit w.e.f 21st March, 2015.

2. FUTURE OUTLOOK

Post expansion, the Company is utilizing the Manufacturing Unit to 100% capacity, with installation of new equipments, de-bottlenecking, automation of the existing production processes and improvement in effluent treatment facilities, your Directors expect that the Company would be able to increase the grinding activity as compared to previous years. By doing so, your Company will be able to achieve a higher top line and improve its bottom line in the years to come.

3. SHARE CAPITAL

During the year under review, the Company, neither increased nor decreased its Equity and Preference Share Capital. The breakup of Equity and 0% Redeemable Preference Share Capital of your Company as on 31st March, 2015 is as following:

a) The Authorized Equity Share Capital is Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten) each.

b) The Authorized Preference Share Capital is Rs. Rs. 2,00,00,000/- (Rupees Two Crores Only) divided into 20,00,000 (Twenty Lacs) 0% Redeemable Preference Shares of Rs. 10/- (Rupees Ten) each.

c) The Paid Up Equity Share Capital is Rs. 6,09,31,760/- (Rupees Six Crore Nine Lacs Thirty One Thousand Seven Hundred Sixty Only) divided into 60,93,176 (Sixty Lacs Ninety Three Thousand One Hundred and Seventy Six) Equity Shares of Rs. 10/- (Rupees Ten) each.

d) The Paid Up 0% Redeemable Preference Share Capital is Rs. 1,50,00,000 (Rupees One Crore Fifty Lacs Only) divided into 15,00,000 (Fifteen Lacs) 0% Redeemable Preference Shares of Rs. 10/- (Rupees Ten) each.

4. REVISION IN FINANCIAL STATEMENTS OR BOARD'S REPORT U/S 131(1) OF THE COMPANIES ACT, 2013

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board's Report are in compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

5. EXPORTS

During the year under review, the export turnover of your company is Rs. 3,11,19,265/- (Rupees Three Crores Eleven Lacs Nineteen Thousand Two Hundred and Sixty Five only). The major export markets of the Company are United Arab Emirates (U. A. E.), South Africa and Kuwait, further, your Company intends to continue with its long term export oriented marketing policy by penetrating more in its existing international market and exploring new avenues for its high value products.

6. RESERVES

No amount has been proposed by the Board to carry to any reserves.

7. DIVIDEND

During the period under review, the Company did not pay any dividend.

8. DEPOSITS

During the year under review, Company's Bankers, viz, State Bank of India, Commercial Branch, Indore, extended credit facilities in the form of Cash Credit and Term Loan – III. Company's Bankers stipulated under Sanction Letters that promoters of the Company shall be required to contribute some amount in the form of Unsecured Loan. Therefore, the Directors, Promoters and relatives of Promoters under such stipulation, gave amount to the Company, as Unsecured Loan.

The excess deposits have been repaid by your Company before 31st March, 2015 and the Company is not under any default in terms of Companies Act, 2013 and rules made there under.

9. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, State Bank of India, Commercial Branch, Indore extended following credit facilities to your Company for the expansion project at Company's factory premises situated at "Village Sejwaya", Ghatabillod, Dist. Dhar, M. P.:

a) The Cash Credit limit to the tune of Rs. 8,00,00,000/- (Rupees Eight Crores Only) and

b) A Term Loan – III to the tune of Rs. 4,25,00,000/- (Rupees Four Crores and Twenty Five Lacs Only).

Your Directors also infused funds in the form of Unsecured Loans, in terms of both the sanctions above, due to this reason, the financial position the Company was substantially changed and after smooth commencement of the expanded unit, the same shall be improved to a great extent.

10. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND ASSOCIATE COMPANIES:

As per Sections 2(87) and 2(6) of the Companies Act, 2013 and as on date, the Company neither has any Subsidiary Company nor any Associate Company and hence, do not call for any disclosure under this head.

11. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT – 9, as provided under Section 92 (3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed hereto as ANNEXURE – I with this report and shall form part of the Board's Report.

12. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF

During the year under review various meetings of the Board of Directors and Committees was held for various purposes which were in compliance with the provisions of the Companies Act, 2013, rules made there under and Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange. Further the details of such meetings of the Board and Committees thereof are mentioned in the Report on Corporate Governance which is annexed as ANNEXURE III with this Report and shall form part of the Board's Report.

13. DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of Board's knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in preparation of Annual Accounts for the period ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note: 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit and loss of the Company for the period ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Account have been prepared on a going concern basis;

e) that Board has laid down proper internal financial controls and the financial controls were adequate and were operating effectively;

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

14. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO HAVE APPOINTED OR RESIGNED DURING THE YEAR

During the year under review, there were following changes that took place in the Key Managerial Personnel of the Company:

1. Dr. Damodar Modi, DIN: 00106669, who were holding the position of Chairman and Managing Director of the Company, passed away on 17th November, 2014. Dr. Modi was one of the founder members of Company, he promoted the Company from its inception, his guidance, opinion and prompt business decisions were helpful to the Board and the Company as well, the Board placed on record its appreciation for the commendable contribution by Dr. Damodar Modi during his tenure as a director of the company.

2. Mr. Amit Modi (DIN: 03124351), was originally appointed as Additional Director by the Board in its meeting held on 10th December, 2014. On 30th January, 2015, the Board appointed him as Whole Time Director for a period of three years, subject to approval of members in ensuing Annual General Meeting.

As per Section 161 of the Act, his office is liable to be vacated on the date of Annual General Meeting of the Company. Mr. Amit Modi (DIN: 03124351), Whole Time Director of the Company, is seeking re-appointment as Whole Time Director of the Company in ensuing Annual General Meeting.

3. Mr. Ramdas Goyal (DIN; 00150037), Executive Director of the Company, was appointed as Managing Director by the Board, in its meeting held on 30th January, 2015, for a period of three years, subject to approval of Members in ensuing Annual General Meeting.

Mr. Ramdas Goyal (DIN: 00150037), Managing Director of the Company is seeking re- appointment as Managing Director of the Company in ensuing Annual General Meeting.

4. During the year under review, the Board, in its meeting held on 30th January, 2015, appointed following Directors as Whole Time Directors for a period of three years subject to approval of Members in the General Meeting;

a) Mr. Ramesh Chandra Goyal (DIN: 00293615)

b) Mr. Yogesh Agrawal (DIN: 00107150)

c) Mr. Prakash Bafna (DIN: 00107070)

The abovementioned Directors are also seeking re-appointment at the ensuing Annual General Meeting of the Company.

5. During the Financial Year 2014-2015, none of the Directors resigned from the directorship of the Company, however, Mr. Yogesh Agrawal (DIN: 00107150), Whole Time Director. Mr. Satish Mangal (DIN: 00472652), Independent Director of the Company, have resigned from the Board after 31st March, 2015 and Mr. Nikhar Agrawal (DIN: 00982811) as Additional Director on the Board of Company w.e.f. 7th August 2015.

6. During the year under review, in terms of Company's Articles of Association and Section 152 of the Companies Act, 2013, following Directors shall retire at the ensuing Annual General Meeting of the Company and are offering themselves to be re-appointed:

a) Ms. Pramila Jajodia (DIN: 01586753)

b) Ms. Shashikala Mangal (DIN: 00107187)

7. The Board, in its meeting held on 10th December, 2014, appointed Mr. Siddharth Sharma as Company Secretary and Compliance Officer of the Company.

8. The Board, in its meeting held on 19th March, 2015, appointed Mr. Rohit Mangal as Chief Financial Officer of the Company.

At the time of appointment, all the disclosures and declarations pursuant to Section 164(2) of the Companies Act, 2013 and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014, none of the Directors of the Company is disqualified from being appointed as Director. Further, all intimations pertaining to such appointments made during the year has been given to Stock Exchange where the shares of the Company are listed and also the relevant records are duly updated with the Registrar of Companies, Gwalior M. P., wherever required.

15. APPOINTMENT/RE-APPOINTMNET OF INDEPENDENT DIRECTORS AND STATEMENT OF DECLARATIONS BY INDEPENDENT DIRECTOR

The Company, as on 31st March, 2015, has following Independent Directors;

a) Mr. Ashish Agrawal, DIN: 00335575

b) Mr. Vinod Kumar Garg, DIN: 00266341

c) Mr. Satish Mangal, DIN: 00472652 (resigned w.e.f. 1st June, 2015)

All the Independent Directors are well appointed on the Board of Company in compliance with the Companies Act, 2013 and the Listing Agreement entered into by the Company with Stock Exchange. Further, all Independent Directors shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years after passing a special resolution by the Company and disclosure of such appointment in the Board's Report. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence under sub-section (6) of section 149 of the Act and Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchanges.

16. FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and Various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director. And meeting may be arranged for Independent Directors with aforesaid officials to better understand the business and operation of the Company. As part of continuous updating and familiarization with the Company, every Independent Director will be taken for visits to the factory or manufacturing units and other branch of the company where officials of various departments apprise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality etc. The Company may also circulate news and articles related to the industry from time to time and may provide specific regulatory updates.

17. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In due compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange, a separate meeting of Independent Directors was held on 19th March, 2015.

18. PERFORMANCE EVALUATION BY INDEPENDENT DIRECTORS

The Independent Directors in their meeting have reviewed the performance of Non- Independent Directors and Board as a whole including reviewing the performance of the Chairperson of the company taken into account the views of Executive Directors and Non- Executive Directors. The said policy including above said criteria for the evaluation of the Board, individual directors including independent directors and the committee of the board has been laid down under Nomination, Remuneration and Evaluation Policy given in the Report on Corporate Governance which is annexed as ANNEXURE III with this report and shall form part of the Board's report.

19. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS' RELATIONSHIP COMMITTEE AND POLICIES THEREOF

a) The Board, in its meeting held on 10th December, 2014, reconstituted the Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013, rules made there under and Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange.

b) The Stakeholders' Relationship Committee is duly constituted as per the provisions of Companies Act, 2013 and Clause 49 of Listing Agreement; the nomenclature of that committee has been changed from Shareholders' Grievance Committee to Stakeholders' Relationship Committee.

The composition and brief terms of reference along with "Nomination, Remuneration & Evaluation Policy" has been disclosed under the Report on Corporate Governance which is annexed as ANNEXURE III with this report and shall form part of the Board's report.

20. AUDITORS

20.1 STATUTORY AUDITORS

M/s Sunil Chandra Goyal and Company, Chartered Accountants, Indore, having Institute of Chartered Accountants of India (ICAI) Firm Registration Number: 002658C, Statutory Auditors of the Company who were re-appointed in last Annual General Meeting on 30th September, 2014, have submitted to the Company, a letter of unwillingness dated 16th August, 2015, to continue as Statutory Auditors of the Company.

Further, M/s. A. P. G. and Associates, Chartered Accountants, Indore having ICAI Firm Registration Number 119598W and Membership Number 411569, are proposed to be appointed as Statutory Auditors of the Company from conclusion of this Annual General Meeting upto conclusion of 34th Annual General Meeting. M/s A. P. G. and Associates have confirmed, vide their letter dated 18th August, 2015 that they hold a valid certificate issued by Peer Review Board of the ICAI. Proposal for their appointment have been included in the Notice calling Annual General Meeting for your approval.

20.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ramesh Chandra Bagdi, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for Financial Year 2014-2015. The Secretarial Auditor of the Company have submitted their Report for Financial Year 2014-2015 and the same is annexed with this Board's Report as ANNEXURE V.

20.3 INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The Companies (Accounts) Rules, 2014, the Board, has appointed M/s Spark and Associates, Chartered Accountants, Indore, having ICAI Firm Registration Number: 005313C, as Internal Auditors of the Company.

21. STATUTORY AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

The Statutory Auditors and the Secretarial Auditor of the Company have submitted their respective reports; the same have been attached with this Annual Report.

The qualifications, reservations and adverse remarks, so given in the Statutory Audit and Secretarial Audit Report are explained hereunder:

a) In respect of Fixed Assets, the work of compilation of the Fixed Assets Register showing other particulars such as locations, depreciation, quantitative details etc. is in progress.

b) The internal control process is not commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and with regard to sale of goods and services. During the year, the Company has appointed M/s. Spark and Associates, Chartered Accountants, as Internal Auditors and they have observed that Internal Control procedures followed by the Company needs improvement and the accounting software in place for recording the transactions is now not able to keep up with the needs of growing business. Now the Company has appointed a firm of Chartered Accountants as Internal Auditor and also broad based its accounts department in order to strengthen the Internal Control system. The management hereby assures to strengthen the aforesaid internal control procedures mainly regarding purchase of fixed assets and other expenditure verification.

c) The overdue amount of installments payable to Bank for Term Loan were Rs. 133.70 Lacs at the end of 31st March, 2015 and the Company has regularized the Term Loan Accounts on 10th April, 2015, the management hereby assures that its shall regularize all its accounts.

d) Section 148(1) of the Companies Act, 2013 is applicable to the Company with respect to Cost records; the Company is in the process to comply with the same and maintenance of cost records in due course.

e) There has been a change in the promoters and directors of the Company, due to this reason, the Company, in writing, requested the Registrar and Share Transfer Agent to update the records under shareholding pattern of promoter group. Such change is not due to sale or purchase of equity shares by promoter group of the Company; hence, there is no violation.

f) The Board has an optimum mix of Executive, Non-Executive and Independent Directors, Managing Director and all Whole Time Directors were not paid any remuneration during the year under review, therefore, as per Clause 49 of the Listing Agreement, the Combination was proper and there's no violation.

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

During the year under review, the Company, has neither given any Loans nor provided any Guarantees nor made any Investments under Section 186 of the Companies Act, 2013.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) AND 188(2) OF THE COMPANIES ACT, 2013

The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company's long-term strategy for sectoral investments, optimization of market share, profitability, liquidity and capital resources of its group companies. All related party transactions that were entered introducing the financial year were at Arm's Length basis and were in the ordinary course of business, the same were placed before the Audit Committee for the review and noting, in their respective meetings. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Further, as there are no such transactions are exempted under sub-section (1) of section 188 of the Companies Act, 2013, so no AOC-2 is required to be given in this report.

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

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended herewith as ANNEXURE - II and forms part of this report.

25. RISK MANAGEMENT

The policy on Risk Management has been included in Company's Code of Conduct and your Directors have implemented the same in due course and a statement for its implementation has been given under Management Discussion and Analysis Report.

26. CORPORATE SOCIAL RESPONSIBILTY

The Company has adopted good practices under its Code of Conduct with respect to its responsibility towards society. However, the Company was neither required to constitute the Corporate Social Responsibility Committee nor was required to contribute any amount on Corporate Social Responsibility Initiatives in terms of the Companies Act, 2013 and the Listing agreement entered into between the Company and the Bombay Stock Exchange.

27. FORMAL ANNUAL EVALUATION

Pursuant to section 134 (3) (p) of the Companies Act, 2013 and Rule 8(4) of Companies (Accounts) Rules, 2014 and Clause 49 IV (b) of Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of its Committees as per the criteria laid down in the Nomination, Remuneration and Evaluation policy. The said policy including above said criteria for the evaluation of the Board, individual directors including independent directors and the committee of the board has been laid down in the Corporate Governance Report, which form part of this report.

28. ORDER(S) PASSED BY REGULATOR(S), COURT(S), TRIBUNAL(S) IMPACTING THE GOING CONCERN STATUS AND COMPANY STATUS

During the year under review, it was found that the Income Tax Department, TDS CPC, Aaykar Bhawan, Sector-3, Vaishali, Ghaziabad, U. P.-201 010, has raised a total demand of Rs. 1,56,990/- (Rupees One Lac Fifty Six Thousand Nine Hundred and Ninety Only). However, such demand did not affect the going concern status of the Company and the Company is operating in an efficient manner. Apart from this, there were no orders passed that could affect the going concern status of the Company.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a proper internal control system, which provides adequate safeguards and effective monitoring of the transactions and ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an internal audit system from an outside agency, which ensures that the Company's control mechanism is properly followed and all statutory requirements are duly complied with. Moreover, the audit committee of the Company comprising of independent directors regularly reviews the audit plans, adequacy of internal control as well as compliance of accounting standards. Also the Whole Time Directors/CFO has the responsibility for establishing and maintaining internal controls for financial reporting and that they also have the overall responsibility to evaluate the effectiveness of internal control systems of the company pertaining to financial reporting and they have to disclose to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify the deficiencies.

30. AUDIT COMMITTEE

The Company is in compliance with Section 177(8) of the Companies Act, 2013 and rules made there under with respect to forming Audit Committee of the Company, details of which has been clearly disclosed in Corporate Governance Report attached to this Annual Report.

31. VIGIL MECHANISM

The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards has adopted lays down this Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing. The Board of Directors of your Company has adopted the Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act, 2013 and Clause 49(F)(3) of Listing Agreement. The same forms part of Company's Code of Conduct.

32. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company neither has any holding nor is any subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 not applicable.

33. MANAGERIAL REMUNERATION

During the year under review, none of the Directors of your Company were paid any remuneration; therefore, disclosure under Sections 196 and 197 of the Companies Act, 2013 and rules made there under is not applicable.

34. EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued any shares with differential voting rights and accordingly the provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

35. DETAILS OF SWEAT EQUITY SHARES

The company has not issued any sweat equity shares and accordingly the provisions of Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

36. DETAILS OF EMPLOYEES STOCK OPTION SCHEME

The company has not granted stock options and accordingly the provisions of Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

37. DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED

The company has not made any provision of money for the purchase of, or subscription for, shares in the company or its holding company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the company and accordingly the provisions of Chapter IV (Share Capital and Debentures) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

38. EMPLOYEES

Employee's relation continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at factory and office premises and achieved commendable progress.

During the year under review, none of the employee has received remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence, do not call for any further details referred to in Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

39. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed as ANNEXURE - III and ANNEXURE - IV respectively, with this report and shall form part of the Board's report.

A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed with this report.

40. PAYMENT OF LISTING FEE AND DEPOSITORY FEE

Annual Listing Fee for the year 2015 – 2016 has been paid to Bombay Stock Exchange. The annual custodial fee for the year 2015 – 2016 shall be paid to National Depository and Securities Limited and Central Depository Services Limited, on receipt of the invoices.

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

The Board of Directors of the Company has approved and adopted the "Policy on Prevention of Sexual Harassment at Workplace" to provide equal employment opportunity and is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment. The Company has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. This is supported by the Sexual Harassment Policy which ensures a free and fair enquiry process with clear timelines. Present composition of the committee is as follows:

42. DEMATERIALISATION

The company's shares are presently held in both electronic and physical modes.

43. TRANSFER TO INVESTOR'S EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any amount in the Investor's Education and Protection Fund.

44. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated and adopted the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company. The Board has also formulated and adopted "Code of Conduct for Prohibition of Insider Trading" (Code of Conduct) of the Company as prescribed under Regulation 9 of the said Regulations.

45. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board reconstituted the Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013, rules made there under Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange; the Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to directors, KMPs and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

During the year under review, none of the Directors of the company receive any remuneration. The composition of Nomination and Remuneration Committee has been disclosed in the Report on Corporate Governance.

46. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, the Company neither had any Subsidiaries nor Joint Ventures nor Associate Companies.

47. CODE OF CONDUCT FOR ALL BOARD MEMBERS AND SENIOR MEMBERS AND DUTIES OF INDEPENDENT DIRETORS

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Company's website. Board Members and Senior Management Personnel have affirmed the compliance with the Code for Financial Year 2014-2015. A separate declaration to this effect has been made out in the Corporate Governance Report. The Company has also adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

48. DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE COMPANIES ACT, 2013

During the year under review, your Directors do not observe any contract, arrangement and transaction which could result in a fraud; your Directors hereby take responsibility to ensure you that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2014-2015.

49. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for and gratitude to the State Bank of India for their valuable support and co-operation.

Your directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders, investors, employees and workers of the company which had always been a source of strength for the Company.

For and on behalf of the Board of Directors

RAMDAS GOYAL

DIN: 00150037

(Chairman)

Place: INDORE

Date: 25th August, 2015

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 28th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

(Amount in Rs.)

Particulars Current Year Previous Year 2013-2014) (2012-2013)

Profit/ (loss) for the year 53,54,832 3,68,041

Less: Depreciation 1,04,61,075 98,49,315

Profit/loss after Depreciation 1,58,15,907 (94,81,274)

Income Tax 55,24,300 -

(Net of MAT Credit)

(Less)Add: Provision for Deferred Tax (15,85,937) 12,56,445

Profit/Loss after Tax 1,18,77,577 (82,24,829)

Add/ (Less): Debit relating to

Previous years (3,227) (240)

Sundry balances written off - -

Bonus written back - -

Credit relating to previous years - -

Excess provision for Income Tax written back - -

Excess provision for fringe Benefit Tax - -

Less - Income Tax for earlier Year 95-96 - -

Carried to Balance Sheet 1,18,80,771 ( 82,25,069)

PERFORMANCE:

During the year under review, your Company achieved a Profit After Tax of Rs. 1,18,77,577 against Rs. (82,24,829). Both the plants (Starch & Dextrose) are running smoothly and satisfactorily at 100% capacity. Efforts are being made to reduce power consumption by making necessary changes. The D. G. Set is used to produce electricity whenever there is power cut from M. P. E. B.

SHARE CAPITAL:

During the year under review,

1. Company sub-divided its existing preference share capital from Rs. 25,00,000 (Rupees Twenty Five Lacs Only) divided into 25,000 (Twenty Five Thousand Only) 14% Cumulative Redeemable Preference Shares of Rs. 100/ - (Rupees Hundred Only) each to Rs. 25,00,000 (Rupees Twenty Five Lacs Only) divided into 2,50,000 (Two Lacs and Fifty Thousand Only) 0% Redeemable Preference Shares of Rs. Rs. 10/- (Rupees Ten Only) each.

2. Company's Authorised Equity Share Capital was increased by Rs. 3,25,00,000/- (Rupees Three Crores Twenty Five Lacs Only) divided into 32,50,000 (Thirty Two Lacs and Fifty Thousand Only) Equity Shares of Rs. 10/ - (Rupees Ten Only) each from Rs. 6,50,00,000/- (Rupees Six Crores Fifty Lacs Only) divided into 65,00,000 (Sixty Five Lacs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten) each.

3. Company's Authorised 0% Redeemable Preference Share Capital was also increased by Rs. 1,75,00,000/- (Rupees One Crore and Seventy Five Lacs Only) divided into 17,50,000 (Seventeen Lacs and Fifteen Thousand Only) 0% Redeemable Preference Shares of Rs. 10/- (Rupees Ten) each to Rs. 2,00,00,000/ - (Rupees Two Crores Only) divided into 20,00,000 (Twenty Lacs) 0% Redeemable Preference Shares of Rs. 10/- (Rupees Ten) each.

4. Company's Paid Up Equity Share Capital is Rs. 6,09,31,760/- (Rupees Six Crore Nine Lacs Thirty One Thousand Seven Hundred Sixty Only) divided into 60,93,176 (Sixty Lacs Ninty Three Thousand One Hundred and Seventy Six) Equity Shares of Rs. 10/- (Rupees Ten) each.

5. The Company allotted 15,00,000 (Fifteen Lacs) 0% Redeemable Preference Shares of Rs. 10/- (Rupees Ten) each amounting to Rs. 1,50,00,000 (Rupees One Crore Fifty Lacs Only) on 28th March, 2014.

PUBLIC DEPOSITS:

As on 31st March, 2014, the Company has accepted deposits from Public in excess of the limits specified under Section 58A and 58AA of the Companies Act, 1956 and Rules made there under, for which the Company has made all the required arrangements for its due return, for the Financial Year 2013-2014, the Company has duly filed a Return of Deposits outstanding on the date of commencement of the Companies Act, 2013 with the Registrar of Companies, Madhya Pradesh and Chhattisgarh.

FINANCE:

The Company is availing a Cash Credit (hypothecation) limit of Rs. 5.5 Crores and Term Loan of Rs.23 Crores from State Bank of India, Commercial Branch, Indore.

DIVIDEND:

In order to plough back profits of the Company, your directors do not recommend any dividend for the year 2013-2014

EXPANSION:

Company started construction of its factory premises for New Plant for manufacturing of Starch at Village Sejwaya, Ghatabillod, Dist. Dhar, M. P. Company also appointed Shri Hariom Desai as consultant who has sufficient knowledge of starch plant. Company has started taking disbursement from State Bank of India and also paid advance to various machine suppliers. The company is expected commercial production in financial year 2014-15.

DIRECTORS:

During the year under review, due to some unavoidable circumstances and practical difficulties in the smooth functioning of the business of the Company, Dr. Damodar Modi, Chairman and Managing Director, four Whole - Time Directors, Shri Ramdas Goyal, Shri Yogesh Kumar Agrawal, Shri Ramesh Chandra Goyal and Shri Prakash Chandra Bafna, of the Company, decided to not to take remuneration from the Company.

And therefore, the four Whole-Time Directors of the Company had resigned, from the Board, in the capacity of Whole-Time Directors and decided to continue in the capacity of Ordinary Directors on the Board of the Company w.e.f. November, 2013.

DIRECTORS RETIRING BY ROTATION :

Following directors of the Company shall retire by rotation in the ensuing Annual General Meeting. They are eligible to be re-appointed on the Board of the Company and offer themselves for re-appointment and that their re-appointment, if made, shall not be deemed to constitute a break in their appointment as Directors/ Managing Director of the Company.

1. Smt. Shashikala Mangal,

2. Shri Yogesh Kumar Agrawal

Further as per the provision of section 149 and 152 of the Companies Act, 2013, Mr. Ashish Agrawal, Mr. Vinod Kumar Garg and Mr. Satish Mangal Independent, non-executive directors of the Company has been re-appointed for a period of 5 years, commencing from 01st October, 2014 to 30th September, 2019

LISTING AGREEMENT WITH STOCK EXCHANGE:

Pursuant to requirements of the Listing Agreement, the Company declares that its Equity Shares are listed on the Bombay Stock Exchanges Ltd., Mumbai. The Company confirms that it has paid listing fee due to the above Stock Exchange for the year 2014-15.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm that:

I. In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

II. They have selected the 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 under review and for the Profit of the Company for the period;

III. They have taken proper and sufficient care 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;

IV. They have prepared Annual Accounts on a going concern basis;

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed. Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, a separate report on Corporate Governance is given as a part of the Annual Report.

AUDIT COMMITTEE:

The company has formed an Audit committee as required under Section 292A of the Companies Act, 1956. Four Meetings of the committee were held during the year. Following are the members of the committee:

1. Shri Ashish Agrawal - Chairman, (Independent Director)

2. Shri Vinod Kumar Garg - Member (Independent Director)

3. Shri Yogesh Kumar Agrawal - Member (Whole-Time Director)

STATUTORY AUDITORS:

M/s. Sunil Chandra Goyal and Company, Chartered Accountants having Firm Registration Number 002658C, Indore, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment up to the conclusion of thirty first Annual General Meeting to be held in the year 2017. M/ s. Sunil Chandra Goyal and Company, Chartered Accountants having Firm Registration Number 002658C, Indore have confirmed that there appointment, if made, would be in conformity of Section 139 of the Companies Act, 2013 read along with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, your Board recommends their re-appointment as Statutory Auditors of the Company.

COMMENTS ON STATUTORY AUDITOR'S REPORT:

The remarks in Statutory Auditors' Report are self explanatory.

PARTICULARS OF EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceilings prescribed u/s. 217 (2A) of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS:

A statement giving information as required u/ s. 217 (1E) of the Companies Act, 1956 is annexed and form part of this report (Annexure "A").

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere appreciation for the co-operation and support received from State Bank of India. Your Directors also record their appreciation for the services rendered by the employees at all levels and the Shareholders, Customers & Dealers for their continued co-operation through-out the year.

For and on Behalf of the Board

Sd/- Dr. Damodar Modi Chairman & Managing Diretcor

Place: Indore Date : 25th August, 2014

---

Mar 31, 2012

TO THE MEMBERS

The Directors have pleasure in presenting their 26th Annual Report together with Audited Statement of Accounts for the year ended 31.3.2012.

2011-2012 2010-2011 (Rs.) (Rs.)

Profit/(loss) for the year 14059511 53453906

Less: Depreciation 8955007 8610810

Profit/loss after Depreciation 5104504 44843096

Income Tax 2504936 16258247

(Net of MAT Credit)

(Less)/Add: Provision for Deferred Tax 1181168 1370335

Profit/Loss after Tax 3780736 29955184

Add/(Less): Debit relating to

Previous years 32871 (186545)

Sundry balances written off 1063043 601

* Bonus written back 119376 112723

Credit relating to previous years 972997 26227

Excess provision for Income Tax written back - 13974

Excess provision for fringe Benefit Tax -

Less-Income Tax for earlier Year 95-96 _ (153649)

Carried to Balance Sheet 2671861 29768488

PERFORMANCE :

Both the plants (Starch & Dextrose) are running smoothly and satisfactorily at 100% capacity.

Efforts are being made to reduce power consumption by making necessary changes. The D.G. Set is used to produce electricity whenever there is power cut from MPEB.

FINANCE :

The Company is availing a C.C. loan (hypothecation) limit of Rs. 5.5 crores and Term Loan upto 18 Crores from State Bank of India, Commercial Branch, Indore.

ACCOUNTING STANDARD:

The Institute of Chartered Accountants of India has introduced various Accounting Standards in the year under review to make the financial statements and disclosure in line with the International accounting practices and disclosures. Most of these Accounting standards are of mandatory in nature and the company has incorporated them in the accounts accordingly.

Of the various Accounting standards, the main Accounting standards implemented during the year by the company are: Accounting standards 17 - Segment Reporting, Accounting Standard 18, related party disclosure and Accounting standard 22-Accounting for Taxes on income. Accounting standard- 28, Impairment of assets. Accounting standard-29, Provisions, Contingent liabilities & Contingent assets.

MANAGEMENT:

Three of your Directors' Shri Prakash Bafna, Shri Vinod Garg and Shri Ashish Agrawal retire by rotation. They are eligible and offer themselves for re-appointment and that their re- appointment as such shall not be deemed to constitute a break in their appointment as Director of the Company.

LISTING AGREEMENT WITH STOCK EXCHANGE:

Pursuant to requirements of the listing Agreement, the Company declares that it's Equity Shares are listed on the Stock Exchange Ltd., Mumbai. The Company confirms that it has paid listing fee due to the above Stock Exchange for the year 2012-13.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm that:

I. In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

II. They have selected the 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 under review and for the Profit of the Company for the period;

III. They have taken proper and sufficient care 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;

IV. They have prepared Annual Accounts on a going concern basis;

CORPORATE GOVERNANCE :

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements of the Stock Exchange with which the Company is listed. Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, a separate report on Corporate Governance is given as a part of the Annual Report along with the Auditors' statement on its compliance.

AUDIT COMMITTEE

The company has formed an Audit committee as required U/S. 292A of the Co's Act 1956, as amended by Co's (amendment) Act-2000. The committee has been reconstituted on 27.05.2011, where in Shri Sulabh Goyal has resigned & Shri Ashish Agrawal appointed as Chairman in his place. Now Committee consists of following Directors:

1. Shri Ashish Agrawal - Chairman,

Independent Director

2. Shri Vinod Kumar Garg-Member.

Independent Director

3. Shri Yogesh Kuma Agrawal - Member.

Wholetime Director

4 Meetings of the committee were held during the year.

AUDITORS :

You have to appoint Auditors for the current financial year and to fix their remuneration. M/s. Sunil Chandra Goyal & Co., Chartered Accountants, Indore the Retiring Auditors are eligible for re-appointment. There appointment if made, will be within the prescribed limit specified u/s. 224 (1B) of the Companies Act-1956.

COMMENTS ON AUDITORS REPORT :

The remarks in Auditors' Report are self explanatory.

PARTICULARS OF EMPLOYEES :

There was no employee during the year drawing remuneration in excess of the ceilings prescribed u/s. 217 (2A) of the Companies Act-1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS :

A statement giving information as required u/s. 217 (1E) of the Companies Act-1956 is annexed and form part of this report (Annexure "A").

ACKNOWLEDGEMENT :

Your Directors wish to express their sincere appreciation for the co-operation and support received from State Bank of India. Your Directors also record their appreciation for the services rendered by the employees at all levels and the Shareholders, Customers & Dealers for their continued co-operation through- out the year.

For and on Behalf of the Board Place . Indore Dr. Damodar Modi

Date : 5th September 2012 Chairman

---

Mar 31, 2011

The Directors have pleasure in presenting their 25th Annual Report together with Audited Statement of Accounts for the year ended 31.3.2011.

2010-2011 2009-2010

(Rs.) (Rs.)

Profit/(loss) for the year 53453906 25346440

Less: Depreciation 8610810 8377665

Profit/loss after Depreciation 44843096 16968775

Income Tax 16258247 7257430

(Net of MAT Credit)

(Less)/Add: Provision for Deferred Tax 1370335 (1974573)

Profit/Loss after Tax 29955157 11685918

Add/(Less): Debit relating to

Previous years (186545) (2063399)

Sundry balances written off 601 (53426)

Bonus written back 112723 (675540)

Credit relating to previous years 26227 368098

Excess provision for Income Tax written back 13974 267825

Excess provision for fringe Benefit Tax - 12560

Less-Income Tax for earlier Year 95-96 (153649) -

Carried to Balance Sheet 29768488 9542035

PERFORMANCE:

Both the plants (Starch & Dextrose) are running smoothly and satisfactorily at 100% capacity.

Efforts are being made to reduce power consumption by making necessary changes. The D.G. Set is used to produce electricity whenever there is power cut from MPEB.

FINANCE :

The Company is availing a C.C. loan (hypothecation) limit of Rs. 5.5 crores from State Bank of India, Commercial Branch, Indore.

ACCOUNTING STANDARD:

The Institute of Chartered Accountants of India has introduced various Accounting Standards in the year under review to make the financial statements and disclosure in line with the

International accounting practices and disclosures. Most of these Accounting standards are of mandatory in nature and the company has incorporated them in the accounts accordingly. Of the various Accounting standards, the main Accounting standards implemented during the year by the company are: Accounting standards 17 - Segment Reporting, Accounting Standard 18, related party disclosure and Accounting standard 22-Accounting for Taxes on income. Accounting standard- 28, Impairment of assets. Accounting standard-29, Provisions, Contingent liabilities & Contingent assets.

MANAGEMENT:

Three of your Directors' Dr. Damodar Modi, Shree Ramdas Goyal & Shree Satishchandra Mangal retire by rotation. They are eligible and offer themselves for re-appointment and that their re-appointment as such shall not be deemed to constitute a break in their appointment as Director of the Company.

LISTING AGREEMENT WITH STOCK EXCHANGE:

Pursuant to requirements of the listing Agreement, the Company declares that it's Equity Shares are listed on the Stock Exchange Ltd., Mumbai. The Company confirms that it has paid listing fee due to the above Stock Exchange for the year 2011-2012.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm that:

I. In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

II. They have selected the 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 under review and for the Profit of the Company for the period;

III. They have taken proper and sufficient care 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;

IV. They have prepared Annual Accounts on a going concern basis;

CORPORATE GOVERNANCE :

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements of the Stock Exchange with which the Company is listed. Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, a separate report on Corporate Governance is given as a part of the Annual Report along with the Auditors' statement on its compliance.

AUDIT COMMITTEE

The company has formed an Audit committee as required U/S. 292A of the Co's Act 1956, as amended by Co's (amendment) Act-2000. The committee has been reconstituted on 27.05.2010, where in Shri Sulabh Goyal has resigned & Shri Ashish Agrawal appointed as Chairman in his place.

Now Committee consists of following Directors:

1. Shri Ashish Agrawal -Chairman, Independent Director

2. Shri Vinod Kumar Garg- Member. Independent Director

3. Shri Yogesh Kuma Agrawal - Member. Wholetime Director

7 Meetings of the committee were held during the year.

AUDITORS :

You have to appoint Auditors for the current financial year and to fix their remuneration. M/s. Sunil Chandra Goyal & Co., Chartered Accountants, Indore the Retiring Auditors are eligible for re-appointment. There appointment if made, will be within the prescribed limit specified u/s. 224 (1B) of the Companies Act-1956.

COMMENTS ON AUDITORS REPORT :

The remarks in Auditors' Report are self explanatory.

PARTICULARS OF EMPLOYEES :

There was no employee during the year drawing remuneration in excess of the ceilings prescribed u/s. 217 (2A) of the Companies Act-1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS :

A statement giving information as required u/s. 217 (1E) of the Companies Act-1956 is annexed and form part of this report (Annexure "A").

ACKNOWLEDGEMENT :

Your Directors wish to express their sincere appreciation for the co-operation and support received from State Bank of India. Your Directors also record their appreciation for the services rendered by the employees at all levels and the Shareholders, Customers & Dealers for their continued co-operation through- out the year.

For and on Behalf of the Board

Place Indore Dr. Damodar Modi

Date : 3rd September 2011 Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting their 24th Annual Report together with Audited Statement of Accounts for the year ended 31.3.2010.

2009-2010 2008-2009 (Rs.) (Rs.)

Profit/floss) for the year 25346440 20200520 Less : Depreciation 8377665 8054102

Profit/loss after Depreciation 16968775 12146418

Income Tax 7257430 4531100

(Net of MAT Credit)

(Less)/Add: Provision for Deferred Tax (1974573) (241287)

Fringe Benefit Tax - 117376

Profit/Loss after Tax 11685918 7731229

Add/(Less): Debit relating to

Previous years (2063399) (576981)

Sundry balances written off (53426) (29673)

Bonus written back (675540) 123626

Credit relating to previous years 368098 192422

Excess provision for Income Tax written back 267825 -

Excess provision for fringe Benefit Tax 12560 -

Carried to Balance Sheet 9542035 7499269



PERFORMANCE:

Both the plants (Starch & Dextrose) are running smoothly and satisfactorily at 100% capacity.

Efforts are being made to reduce power consumption by making necessary changes. The D.G. Set is used to produce electricity whenever there is power cut from MPEB.

FINANCE :

The Company is availing a C.C. loan (hypothecation) limit of 5.5 crores from State Bank of India, Commercial Branch, Indore.

ACCOUNTING STANDARD:

The Institute of Chartered Accountants of India has introduced various Accounting Standards in the year under review to make the financial statements and disclosure in line with the International accounting practices and disclosures. Most of these Accounting standards are of mandatory in nature and the company has incorporated them in the accounts accordingly.

Of the various Accounting standards, the main Accounting standards implemented during the year by the company are: Accounting standards 17 - Segment Reporting, Accounting Standard 18, related party disclosure and Accounting standard 22- Accounting for Taxes on income. Accounting standard -28, Impairment of assets. Accounting standard -29, Provisions, Contingent liabilities & Contingent assets.

MANAGEMENT:

Three of your Directors Shree Rameshchandra Goyal, Smt. Pramila Jajodia & Smt. Shashikala Mangal retire by rotation. They are eligible and offer themselves for re-appointment and that their re-appointment as such shall not be deemed to constitute a break in their appointment as Director of the Company.

Two of your Directors Shri Sanjeev Gupta-Whole time Director & Shri Sulabh Goyal -Independent Director have resigned & their resignations has been accepted by the Board.

Shri Satish Chandra Mangal, an Independent Director was appointed as an additional Director on 31.07.2010 under section 260 of Companies Act-1956. You have to appoint him in this General Meeting..

LISTING AGREEMENT WITH STOCK EXCHANGE :

Pursuant to requirements of the listing Agreement, the Company declares that its Equity Shares are listed on the Stock Exchanges Ltd., Mumbai. The Company confirms that it has paid listing fee due to the above Stock Exchange for the year 2010-2011.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm that:

I. In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

II. They have selected the 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 under review and for the Profit of the Company for the period;

III. They have taken proper and sufficient care 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;

IV. They have prepared Annual Accounts on a going concern basis;

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements of the Stock Exchange with which the Company is listed. Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, a separate report on Corporate Governance is given as a part of the Annual Report along with the Auditors statement on its compliance.

AUDIT COMMITTEE

The company has formed an Audit committee as required U/ S. 292A of the Cos Act 1956, as amended by Cos (amendment) Act-2000. The committee has been reconstituted on 27.05.2009, where in Shri Sulabh Goyal has resigned & Shri Ashish Agrawal appointed as Chairman in his place.

Now Committee consists of following Directors:

1. Shri Ashish Agrawal - Chairman, Independent Director

2. Shri Vinod Kumar Garg - Member. Independent Director

3. Shri Yogesh Kuma Agrawal - Member.

Wholetime Director

Shri Sanjeev Gupta has also resigned with effect from 25.02.2010 & Shri Yogesh Agrawal appointed in his place.

7 Meetings of the committee were held during the year.

AUDITORS :

You have to appoint Auditors for the current financial year and to fix their remuneration. M/s. Sunil Chandra Goyal & Co., Chartered Accountants, Indore the Retiring Auditors are eligible for re-appointment. There appointment if made, will be within the prescribed limit specified u/s. 224 (1B) of the Companies Act-1956.

COMMENTS ON AUDITORS REPORT:

The remarks in Auditors Report are self explanatory.

PARTICULARS OF EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceilings prescribed u/s. 217 (2A) of the Companies Act-1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS:

A statement giving information as required u/s. 217 (1E) of the Companies Act-1956 is annexed and form part of this report (Annexure "A").

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere appreciation for the co-operation and support received from State Bank of India. Your Directors also record their appreciation for the services rendered by the employees at all levels and the Shareholders, Customers & Dealers for their continued co-operation throughout the year.



For and on Behalf of the Board

Place : Indore Dr. Damodar Modi

Date : 4th September 2010 Chairman