Directors Report of Ajanta Soya Ltd.

Mar 31, 2025

Your directors are pleased to present the 34^th Annual Report on the business and operations of the Company and the
financial accounts for the year ended 31*^t March, 2025.

^{Financia| Hi}g^hlig^hts (Rs. in Lakhs)

Particulars	Current Year (2025)	Previous Year (2024)
Revenue from operations	1,32,981.12	1,02,215.66
Other Income	868.10	915.36
Profit/(Loss) before exceptional Items and Tax	3,631.73	511.62
Exceptional Items (Net)	0.00	0.00
Profit/(Loss) before Tax	3,631.73	511.62
Tax Expense	917.17	108.73
Profit/(Loss) after Tax	2,714.56	402.89
Other Comprehensive Income (Net of Tax)	99.68	86.97
Total Comprehensive Income for the year	2,814.24	489.86
Transfer to Reserve	Nil	Nil
Reserves and surpluses	13,738.35	11,023.79
Earning per share	3.37	0.50

Company Performance

During the year under review the total income of the Company was Rs. 1,33,849.22 Lakhs as against Rs. 1,03,131.02
Lakhs in the previous year. The total expenses of the Company were Rs. 1,30,217.49 Lakhs during the year as compared
to Rs. 1,02,619.40 Lakhs during the previous year. During the year the Company earned a profit after tax of Rs. 2,714.56
Lakhs against a profit after tax of Rs. 402.89 Lakhs in the previous year.

Your Directors are putting in their best efforts to improve the performance of the Company by increasing the throughput of
the plant.

Statement of Company''s Affair

The Company is engaged in the business of manufacturing of Vanaspati and Refined Oil with shortening products
(bakery & biscuit). During the year company has produced 94,977.469 MT of Vanaspati/Refined Oil as against
97,353.855 MT in the previous year.

The most popular brands of Vanaspati/refined oil and bakery shortening are “Dhruv”, “Anchal”, “Parv”, “ASL”, “ASL
Pure”, “AsL Fine Fingers” and “Nutri 1992” etc. and all are which enjoy a considerable market share. Detailed
information on the operations of the Company and details on the state of affairs of the Company are covered in the
Management Discussion and Analysis Report attached to this report.

Change in nature of Business of the Company
There has been no change in business of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the
Company have occurred between the end of the financial year of the Company 31^st March, 2025 and the date of this
Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the
Company; thus, no dividend is recommended for this year.

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no
funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Share Capital

The paid-up Equity Share Capital as on 31^st March, 2025 was Rs. 1609.66 Lakhs. During the year under review, the
Company has not issued any Shares. The Company has not issued shares with differential voting rights. It has neither
issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to
purchase the shares of the Company.

Utilization of Issue Proceeds

During the period under review, Company has not raised any funds through preferential allotment or qualified institutions
placement.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013 are as under below.

Detail of Investment as on 31^st March, 2025

Name of Company	(Rs. in Lakhs)*
DG Estates Private Limited (2,94,500 equity shares of Rs. 10/- each).	163.65
Dhruv Globals Limited (3,68,050 equity shares of Rs. 10/- each).	674.07
Ajanta Realtech Private Limited (95,000 equity shares of Rs. 10/- each).	113.85

*Fair Value of Investments as per Ind AS.

During the financial year ended 31^st March, 2025, no Guarantee and Loan u/s 186 of the Companies Act, 2013 was made
by the Company.

Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2024-25 in terms of Chapter V of
the Companies Act, 2013.

Report on Subsidiaries, Associates and Joint Venture companies

The Company has no subsidiaries, associates and joint ventures companies.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are
attached as ‘Annexure 1'' which forms part of this report.

Listing

At present, the equity shares of the Company are listed at BSE Limited (BSE). The annual listing fees for the financial year
2025-26 to BSE Limited have been paid.

Management Discussion and Analysis Report

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from
time to time, the Management''s Discussion and Analysis Report is provided in a separate section and forms an integral
part of this Report.

Corporate Governance

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Good
Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent
manner and runs from the top and permeates throughout the organization. It involves a set of relationships between a
Company''s management, its Board, shareholders and Stakeholders. It is a key element in improving the economic
efficiency of the enterprise. Credibility offered by Corporate Governance helps in improving the confidence of the
investors - both domestic and foreign, and establishing productive and lasting business relationship with all
stakeholders.

At ASL Corporate Governance is more a way of business life than a mere legal obligation. Strong governance practices
of the Company have been rewarded in the Company.

A Certificate from Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance,
as stipulated under Schedule V of the SEBI Listing Regulations is attached in the Corporate Governance Report and
forms part of this report.

Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance with
Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the
Audit committee in terms of Regulation 17 of the SEBI Listing Regulations is attached in the Corporate Governance
report, and forms part of this report.

Credit Rating

During the year CRISIL Ratings Limited has assigned the Bank Loan External Ratings of the Company dated 3^rd July,
2024 as mentioned below:

Total Bank Loan Facilities Rated	Rs. 170 Crore
Long-Term Rating	CRISIL BBB-/Stable (Migrated from ''CRISIL BB /Stable ISSUER NOT COOPERATING'')
Short-Term Rating	CRISIL A3 (Migrated from ''CRISIL A4 ISSUER NOT COOPERATING'')

Board of Directors

During the year under review and between the end of the financial year and date of this report, following are the changes
in Directors of the Company:

a. Appointment/ Re-appointment of Directors

i. Mr. Sushil Kumar Goyal (DIN: 00125275) who retires by rotation on the AGM held on 27^th September, 2024 was
re-appointed as Director in pursuant to the provisions of Section 152 of the Companies Act, 2013.

ii. On the recommendation of the Nomination and Remuneration Committee and Board of Directors and the
approval of the members of the Company by way of a special resolution passed in the Annual General Meeting
27^th September, 2024, Ms. Sonia Poddar (DIN: 07069540) was appointed as a Non-executive Independent
Director of the Company for a term of five consecutive years with effect from 1^st October, 2024 to 30^th September,
2029 (both days inclusive).

iii. In Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of
such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for
re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Abhey Goyal (DIN: 02321262),
Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in
accordance with the provisions of the Companies Act, 2013.

In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that the
Independent Directors so appointed/re-appointed hold highest standards of integrity and possess necessary
expertise and experience.

A brief resume of the Directors proposed to be appointed/re-appointed in the ensuing Annual General Meeting, the
nature of his/her expertise in specific functional areas, disclosure of relationships between Directors inter-se, names
of Companies in which he/she has held directorships, committee memberships/chairmanships, his/her shareholding
and other details as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”) as amended read with the provisions of the
Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) is
annexed to the Notice of the ensuing AGM.

None of the aforesaid Directors of the Company is disqualified from being appointed as directors, as specified in
Section 164 (1) and Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of directors) Rules,
2014. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other
authority.

b. Cessation

Mrs. Sushila Jain (DIN: 03432157), ceased as Non-executive Independent Director of the Company w.e.f. close of
business hours on 27^th March 2025 upon completion of her two consecutive terms of 5 (Five) years each.

The Board places on record its deep appreciation for the invaluable contribution and guidance provided by the
outgoing Director during her tenure on the Board.

c. Declaration by Independent Directors

Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration
given by Independent Directors under Section 149(6) of the Act and under Regulation 16 and 25 of SEBI Listing
Regulations, the Board hereby confirms that all the Independent Directors of the Company have given a declaration
and have confirmed that they meet the criteria of Independence and there has been no change in the circumstances
affecting their status as Independent Director of the Company.

The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the
Companies Act, 2013. All our Independent Directors are registered on the Independent Directors Databank.

After undertaking a due assessment of their disclosures, in the opinion of the Board of Directors, all the Independent
Directors fulfilled the requirements of the Companies Act, 2013 and the SEBI Listing Regulations and were
Independent of the management of the Company.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as
follows:

Name	Designation
Mr. Sushil Kumar Goyal	Managing Director
Mr. Abhey Goyal	Whole Time Director
Mr. Arun Tyagi	Whole Time Director
Mr. Jai Gopal Sharma	Chief Financial Officer
Mr. Kapil	Company Secretary

Policy on Directors appointment and Policy on remuneration

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 and Regulation 19
of SEBI Listing Regulations, The Company has a policy for selection and appointment of Directors, KMP''s and Senior
Management Personnel and for determination of their remuneration (“Nomination & Remuneration Policy”).

Following are the salient features of the Nomination & Remuneration Policy:

• To lay down clear criteria and terms and conditions for identifying individuals who are qualified to become
Directors (executive, non-executive, including independent directors), Key Managerial Personnel, and those
who may be appointed to senior management positions.

• To provide a well-defined framework for the remuneration of Directors, Key Managerial Personnel, and Senior
Management Personnel, ensuring it aligns with the Company''s business strategies, core values, key priorities,
and long-term goals.

The Nomination & Remuneration Policy is available on the Company''s website at: https://aiantasova.com/investor-
information-2/.

Particulars of employees and related disclosure

Information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in ‘Annexure 2'' of this Report.

The statement containing particulars of the top 10 employees and the employees drawing remuneration in excess of
limits prescribed under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. Further, the
report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the
Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the
Company Secretary at [e-mail].

Number of Meetings of the Board

During the Financial Year 2024-25, 4 (Four) number of Board meetings were held. For details there of kindly refer to the
section Board of Directors in the Corporate Governance Report.

Board Committees

As on the date of this report the Board has the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

All the recommendations made by the Board Committees, were accepted by the Board.

Composition of Audit Committee

As on 31^st March, 2025, the Audit Committee of the Company comprises the following Directors:

Sl No.	Name	Category	Designation
1.	Mr. Alok Narayan Pandey	Non-Executive & Independent Director	Chairman
2.	Mr. Rupesh Deorah	Non-Executive & Independent Director	Member
3.	Mr. Abhey Goyal	Executive & Promoter Director	Member

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Agreement with Stock Exchanges,
the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-
alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors,
including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its
Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed
in the Board and Committee meetings, processes followed at the meeting, Board''s focus, regulatory compliances and
Corporate Governance, etc. Similarly, for evaluation of Individual Director''s performance, the questionnaire covers
various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of
specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) - 1 (poor) for evaluating the entire Board,
respective Committees of which they are members and of their peer Board members, including Chairman of the Board.
The Independent Directors had met separately without the presence of Non-Independent Directors and the members of
management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the
performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was
conducted by the Independent Directors. The performance evaluation of the respective Committees and that of
Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director
being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or
continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with
the evaluation process.

Statutory Auditors and their Report

At the 31^st Annual General Meeting of the Company held on 30^th September, 2022, the Members approved the
appointment of M/s TAS Associates, Chartered Accountants, (FRN: 010520N) as Statutory Auditors of the Company to
hold office as the statutory Auditors for a period of five (5) years from the conclusion of the 31^st Annual General Meeting till
the conclusion of the 36^th Annual General Meeting of the Company. During the year, the Statutory Auditors have
confirmed that they satisfy the independence criteria required under the Act.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their
Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the
Auditor''s Report are self-explanatory.

Cost Auditors and their Report

During the Financial Year 2024-25 as per Section 148 of the Companies Act, 2013 read with Rules framed the reunder,
M/s K.G. Goyal & Associates, Cost Accountants, (Firm''s Registration No. 000024) were re-appointed as Cost Auditors to
conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the
applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the
recommendation of the Audit Committee. After the end of the financial year M/s K. G. Goyal & Associates, Cost
Accountants, (Firm''s Registration No. 000024) have also been appointed as Cost Auditors for the Financial Year 2025-26
by the Board of Directors, upon recommendation of Audit Committee. The requisite resolution for ratification of
remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing annual general
meeting. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that
they are not disqualified from appointment within the meaning of the said Act.

Maintenance of cost records

Pursuant to the provisions under Section 148 of the Companies Act, 2013 read with Rules framed there under, the
Directors confirm that the proper Cost accounts and records are maintained by the Company in terms of the Act.
Secretarial Auditors and their Report

Your Board, during the year, appointed M/s. R&D Company Secretaries, to conduct secretarial audit of the Company for
the financial year ended 31^st March, 2025. The Report on M/s R&D Company Secretaries in terms of Section 204 of the
Act is provided in the ‘Annexure 3'' forming part of this Report. The said reports are self-explanatory and do not contain
any qualification, reservation and adverse remarks or disclaimer.

Annual Secretarial Compliance Report

Pursuant to SEBI Listing Regulations and SEBI circular dated 8^th February, 2019, Annual Secretarial Compliance Report
for the financial year ended 31^st March, 2025, was obtained from M/s R&D Company Secretaries, Secretarial Auditors,
and submitted to BSE Limited.

Appointment of Secretarial Auditors

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read
with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors at its meeting held on 30^th May, 2025 have approved the appointment of M/s. R&D Company Secretaries
(“R&D”), a peer-reviewed firm of Company Secretaries in Practice, (Peer Review Number: 1403/2021) and (Firm Unique
Identification No: P2005DE011200), as the Secretarial Auditors of the Company for a term of five (5) consecutive years,
commencing from Financial Year 2025-26 till Financial Year 2029-30 subject to approval of the members of the Company
at the ensuing Annual General Meeting.

A brief profile and other relevant details of M/s. R&D Company Secretaries, Company Secretary in Practice are provided
in the Notice convening the ensuing AGM.

M/s. R&D Company Secretaries has consented to act as the Secretarial Auditors of the Company and confirmed that the
appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI Listing
Regulations. M/s. R&D Company Secretaries has further confirmed that they are not disqualified to be appointed as the
Secretarial Auditors under the applicable provisions of the Act, rules made there under, and SEBI Listing Regulations.
Internal Auditors

On the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Talati and
Talati LLP., Chartered Accountants (Firm Registration No. 110758W/W100377), as Internal Auditors of the Company to
conduct the Internal Audit for the financial year 2025-26.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central
Government

The Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditors of the Company have not reported any
frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including
rules made there under.

Insolvency & Bankruptcy Code, 2016

There were no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016
which impacts the business of the Company.

Directors'' Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility
Statement, the Directors confirm:

a) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with
proper explanation relating to material departures;

b) that they 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 and loss of the Company for that period;

c) that they had taken proper and sufficient care 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 they had prepared the annual accounts on a going concern basis;

e) that they had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

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

Corporate Social Responsibility (CSR)

Your Company has always been undertaking CSR activities on a significant scale, upholding the belief that Corporates
have a special and continuing responsibility towards social development.

The vision of ASL CSR activities to make sustainable impact on the human development of underserved communities
through initiatives in Education, Health and Livelihoods has been formally codified with the constitution of a dedicated
Corporate Social Responsibility Committee of the Board as per of section 135 of the Companies Act, 2013 and Rules
framed there under. The CSR Committee of the Company helps the Company to frame, monitor and execute the CSR
activities of the Company. The Committee defines the parameters and observes them for effective discharge of the social
responsibility of your Company. The CSR Policy of your Company outlines the Company''s philosophy & the mechanism
for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its
duties as a responsible corporate citizen. Details regarding the constitution, roles and functions of the Corporate Social
Responsibility Committee are given in the Report on Corporate Governance.

Further, the Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the
Corporate Social Responsibility Committee which is also available on the website of the Company at
www.ajantasoya.com.

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of
its Board of Directors. The Committee comprises:

Sl No.	Name	Category	Designation
1.	Mr. Alok Narayan Pandey	Non-Executive & Independent Director	Chairman
2.	Mr. Sushil Kumar Goyal	Executive & Promoter Director	Member
3.	Mr. Abhey Goyal	Executive & Promoter Director	Member

During the year under review the Company has been actively involved in CSR activities. The Company has spent the
requisite amount in line with the recommendations by the CSR Committee and approval of the Board of Directors of the
Company.

Details about the CSR policy and initiatives taken by the Company during the year are available on Company''s website
www.ajantasoya.com. The Annual Report on CSR activities is attached as ‘Annexure 4'' to this Report.

Internal Financial Controls System

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) 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.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and
protected and that the transactions are authorised, recorded and reported correctly. The Company''s IFC system also

comprises due compliances with Company''s policies and Standard Operating Procedures (SOP''s) and audit and
compliance by in-house Internal Audit Division, The Company has appointed an external professional firm as Internal
Auditor. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the
majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of
Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8(5)(viii) of Companies
(Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report.
The Company has appointed an external professional firm as Internal Auditor. The Internal Audit of the Company is
regularly carried out to review the internal control systems and processes. The internal Audit Reports along with
implementation and recommendations contained therein are periodically reviewed by Audit Committee of the Board.

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI Listing
Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified
managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of
risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit
addresses opportunities and risks through a comprehensive approach aligned to the Company''s objectives. The
Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk
assessment and management procedures and status.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and
mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and
highlights risks associated with chosen strategies. The major risks forming part of the Enterprise Risk Management
process are linked to the audit universe and are covered as part of the annual risk based audit plan.

Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Vigil Mechanism and Whistle Blower Policy, to provide a formal mechanism to the Directors
and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s
Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who
avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Statement under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Pursuant to the legislation The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has a Policy on Prevention of Sexual Harassment at Workplace. Your Company has constituted an
Internal Complaints Committee (ICC) to investigate and resolve sexual harassment complaints.

The Company in its endeavour for zero tolerance towards any kind of harassment, including sexual harassment, or
discrimination at the workplace has in accordance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaint under the provisions of the Sexual
Harassment of Women at Workplace (Prevention. Prohibition & Redressal) Act. 2013.

No. of complaints filed	No. of complaints disposed	No. of complaints
during the year	off during the year	pending
Nil	Nil	Nil

Extract of Annual Return

As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) has been placed on the
website of the Company www.ajantasoya.com under the Investors Section http://aiantasova.com/annual-reports-2/.
Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

In line with the requirements of the Act and the SEBI Listing Regulations as amended from time to time, the Company has
adopted a Policy on Related Party Transactions (“RPT Policy”). The RPT Policy captures framework for Related Party
Transactions and intends to ensure that proper reporting, approval and disclosure processes are in place for all
transactions with related parties.

The Board, based on the recommendation of the Audit Committee, amended the RPT Policy to align it with statutory
requirements. The updated RPT Policy of the Company is available on the Company''s website at
https://aiantasoya.com/investor-information-2/

With reference to Section 134(3)(h) of the Companies Act, 2013, during the year, the Company had not entered into any
contract or arrangement with related parties which could be considered ‘material'' according to the policy of the Company
on Materiality of Related Party Transactions. All Related Party Transactions are placed before the Audit Committee for its
review and approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are
repetitive in nature. Further, all transactions with related parties entered into during the year under review were at arm''s
length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made
thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions, hence the
disclosure under Form AOC-2 is not applicable to the Company and hence does not form part of this report. All related
party transactions are disclosed in Note No. 42 of the financial statements.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on related party
transactions with the Stock Exchanges within statutory timelines.

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concerns
status and company''s operations in future

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal
which shall impact the going concern status and Company''s operations in future.

Secretarial Standards

The Company is in compliance with the relevant provisions of Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by
the Central Government and all other Secretarial Standards from time to time.

Details of difference between amount of the Valuation done at the time of one time settlement and the Valuation
done while taking Loan from the Banks or Financial Institutions along with the Reasons thereof

During the year under review, no such valuation was required to be done.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers
for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on
record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors,
dealers, business associates and employees in ensuring an excellent all around operational performance.

By order of the board
For Ajanta Soya Limited

Sd/- Sd/-

Sushil Kumar Goyal Abhey Goyal

Managing Director Whole Time Director

DIN: 00125275 DIN: 02321262

D_at_e: 13^th A_ug_ust, 2025 Address: House No. 42-A, Road No.78, Address: House No. 42-A, Road No.78,

Pl_ace: N_ew D_elhi West Punjabi Bagh, New Delhi-110026 West Punjabi Bagh, New Delhi-110026

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Mar 31, 2024

Your directors are pleased to present the 33^rd Annual Report on the business and operations of the Company and the financial accounts for the year ended 31^st March, 2024.

Financial Highlights

Particulars	Current Year (2024)	Previous Year (2023)
Revenue from operations	1,02,215.66	1,23,614.38
Other Income	915.36	302.12
Profit/(Loss) before exceptional Items and Tax	511.62	382.37
Exceptional Items (Net)	o.oo	o.oo
Profit/(Loss) before Tax	511.62	382.37
Tax Expense	108.73	158.82
Profit/(Loss) after Tax	402.89	223.55
Other Comprehensive Income (Net of Tax)	86.97	37.14
Total Comprehensive Income for the year	489.86	260.69
Transfer to Reserve	Nil	Nil
Reserves and surpluses	11023.79	10,620.91
Earning per share	0.50	0.28

Company Performance

During the year under review the total income of the Company was Rs. 1,03,131.02 Lakhs as against Rs. 1,23,916.50 Lakhs in the previous year. The total expenses of the Company were Rs. 1,02,619.40 Lakhs during the year as compared to Rs. 1,23,534.13 Lakhs during the previous year. During the year the Company earned a profit after tax of Rs. 402.89 Lakhs against a profit after tax of Rs. 223.55 Lakhs in the previous year.

Your Directors are putting in their best efforts to improve the performance of the Company by increasing the throughput of the plant.

Statement of Company''s Affair

The Company is engaged in the business of manufacturing of Vanaspati and Refined Oil with shortening products (bakery & biscuit). During the year company has produced 97,353.855 MT of Vanaspati/Refined Oil as against 97,022.552 MT in the previous year.

The most popular brands of Vanaspati/refined oil and bakery shortening are “Dhruv”, “Anchal”, “Parv”, “ASL”, “ASL Pure”, “ASL Fine Fingers” and “Nutri 1992” etc. and all are which enjoy a considerable market share. Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report attached to this report.

Change in nature of Business of the Company There has been no change in business of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31^st March, 2024 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is recommended for this year.

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (iEpF).

Share Capital

The paid-up Equity Share Capital as on 31^st March, 2024 was Rs. 1609.66 Lakhs. During the year under review, the Company has not issued any Shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Utilization of Issue Proceeds

During the period under review, Company has not raised any funds through preferential allotment or qualified institutions placement.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are as under below.

Detail of Investment as on 31^st March, 2024

Name of Company	(Rs. in Lakhs)*
DG Estates Private Limited (2,94,500 equity shares of Rs. 10/- each).	163.60
Dhruv Globals Limited (3,86,050 equity shares of Rs. 10/- each).	548.11
Ajanta Realtech Private Limited (95,000 equity shares of Rs. 10/- each).	118.74

• hair value or investments as per ina

During the financial year ended 31^st March, 2024, no Guarantee and Loan u/s 186 of the Companies Act, 2013 was made by the Company.

Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2023-24 in terms of Chapter V of the Companies Act, 2013.

Report on Subsidiaries, Associates and Joint Venture companies

The Company has no subsidiaries, associates and joint ventures companies.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 1'' which forms part of this report.

Listing

At present, the equity shares of the Company are listed at BSE Limited (BSE). The annual listing fees for the financial year 2024-25 to BSE Limited have been paid.

Management Discussion and Analysis Report

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management''s Discussion and Analysis Report is provided in a separate section and forms an integral part of this Report.

Corporate Governance

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. It involves a set of relationships between a Company''s management, its Board, shareholders and Stakeholders. It is a key element in improving the economic efficiency of the enterprise. Credibility offered by Corporate Governance helps in improving the confidence of the investors - both domestic and foreign, and establishing productive and lasting business relationship with all stakeholders.

At ASL Corporate Governance is more a way of business life than a mere legal obligation. Strong governance practices of the Company have been rewarded in the Company.

A Certificate from Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached in the Corporate Governance Report and forms part of this report.

Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report, and forms part of this report.

Credit Rating

During the year Brickwork Ratings India Private Limited has assigned the Bank Loan External Ratings of the Company dated 17^th August, 2023 as mentioned below:

Total Bank Loan Facilities Rated	Rs. 170 Crore
Long-Term Rating	CRISIL BBB/Stable (Downgraded from ''CRISIL BBB /Stable'')
Short-Term Rating	CRISIL A3 (Downgraded from ‘CRISIL A2'')

Board of Directors

During the year under review and between the end of the financial year and date of this report, following are the changes

in Directors of the Company:

a. Retirement by rotation and subsequent re-appointment

i. Mr. Sushil Kumar Solanki (DIN: 08912780) who retires by rotation on the AGM held on 26^th September, 2023 was re-appointed as Director in pursuant to the provisions of Section 152 of the Companies Act, 2013.

ii. In Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Sushil Kumar Goyal (DIN: 00i25275), Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

b. Appointment of Directors and Whole time Directors

i. Mr. Sushil Goyal (DIN:00125275), Managing Director was re-appointed for a period 3 years with effect from 26^th July, 2023 till 25^th July, 2026 at the AGM held on 26^th September, 2023.

ii. Mr. Abhey Goyal (DIN: 02321262), Whole time Director was re-appointed for a period 3 years with effect from 1^st July, 2023 till 30^th June, 2026 at the AGM held on 26^th September, 2023.

iii. Mr. Sushil Kumar Solanki (DIN: 08912780), Whole time Director was re-appointed for a period 3 years with effect from 15^th October, 2023 till 14^th October, 2026 at the AGM held on 26^thSeptember, 2023.

iv. The Board at its meeting held on 19^th January, 2024, on basis of the recommendation of the Nomination and Remuneration Committee had approved the Appointment of Mr. Arun Tyagi (DIN: 10461507) as an Additional Director and Whole Time Director of the Company for a term of 3 consecutive years with effect from 19^th January, 2024, subject to the approval of the Members of the Company. Members approved the appointment through a Resolution passed by Postal Ballot with requisite majority on 3^rd April, 2024.

c. Cessation

i. Mr. Sushil Kumar Solanki (DIN: 08912780), Whole Time Director of the Company resigned due to his preoccupations with other works, w.e.f. close of business hours on 19^th January, 2024.

ii. Mr. Harsh Chander Kansal (DIN: 00125411) ceased as Non-executive Independent Director of the Company w.e.f. close of business hours on 31^st March 2024 upon completion of his two consecutive terms of 5 (Five) years each.

iii. Mr. Hemant Bansal (DIN: 00526206) ceased as Non-executive Independent Director of the Company w.e.f. close of business hours on 31^st March 2024 upon completion of his two consecutive terms of 5 (Five) years each.

The Board places on record its deep appreciation for the invaluable contribution and guidance provided by the outgoing Directors during their tenure on the Board.

d. Appointment of Independent Directors

i. On the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Alok Narayan Pandey (DIN: 09396715) was appointed as a Non-executive Independent Director of the Company for a term of five consecutive years with effect from 1^st April, 2024 up to 31^st March, 2029. The members of the Company approved the said appointment by way of a special resolution passed on 3^rd April, 2024 through postal ballot conducted by remote e-voting process.

ii. On the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Rupesh Deorah (DIN: 00206751) was appointed as a Non-executive Independent Director of the Company for a term of five consecutive years with effect from 1^st April 2024 up to 31^st March 2029. The members of the Company approved the said appointment by way of a special resolution passed on 3^rd April, 2024 through postal ballot conducted by remote e-voting process.

iii. The Board of Directors at their meeting held on 14^th August, 2024, has recommended to the Members at the ensuing AGM the appointment of Ms. Sonia Poddar (DIN: 07069540) as a Non-executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 consecutive years with effect from 1^st October, 2024 to 30^th September, 2O29 (both days inclusive).

In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that the Independent Directors so appointed/re-appointed hold highest standards of integrity and possess necessary expertise and experience.

A brief resume of the Directors proposed to be appointed/re-appointed in the ensuing Annual General Meeting, the nature of his/her expertise in specific functional areas, disclosure of relationships between Directors inter-se, names of Companies in which he/she has held directorships, committee memberships/chairmanships, his/her shareholding and other details as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) as amended read with the provisions of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) is annexed to the Notice of the ensuing AGM.

None of the aforesaid Directors of the Company is disqualified from being appointed as directors, as specified in Section 164(1) and Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of directors) Rules, 2014. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

e. Declaration by Independent Directors

Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act and under Regulation 16 and 25 of SEBI Listing Regulations, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of Independence and there has been no change in the circumstances affecting their status as Independent Director of the Company.

The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All our Independent Directors are registered on the Independent Directors Databank.

After undertaking a due assessment of their disclosures, in the opinion of the Board of Directors, all the Independent Directors fulfilled the requirements of the Companies Act, 2013 and the Listing Regulations and were Independent of the management of the Company.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name	Designation
Mr. Sushil Kumar Goyal	Managing Director
Mr. Abhey Goyal	Whole Time Director
Mr. Sushil Kumar Solanki*	Whole Time Director
Mr. Arun Tyagi**	Whole Time Director
Mr. Jai Gopal Sharma	Chief Financial Officer
Mr. Kapil	Company Secretary

* Resigned as Whole time Director w.e.f. 19 January, 2024.

**Appointed as Whole Time Director w.e.f. 19^h January, 2024.

Policy on Directors appointment and Policy on remuneration

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, Independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as ‘Annexure 2'' respectively, which forms part of this report.

The Nomination and Remuneration Policy is available on the Company''s website at https://ajantasoya.com/investor-information-2/.

Particulars of remuneration of Directors/ KMP/Employees

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required to be disclosed in the Board''s Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is attached as ‘Annexure 3'' to this Report.

Number of Meetings of the Board

During the Financial Year 2023-24, 7 (Seven) number of Board meetings were held. For details there of kindly refer to the section Board of Directors in the Corporate Governance Report.

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board''s focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director''s performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) - 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

As part of the evaluation process, the performance of Non-independent Directors, the Chairman and the Board was conducted by the independent Directors. The performance evaluation of the respective Committees and that of independent and Non-independent Directors was done by the Board excluding the Director being evaluated.

The performance evaluation of all the independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee

As on 31^st March, 2024, the Audit Committee of the Company comprises the following Directors:

Sl No.	Name	Category	Designation
1.	Mr. Harsh Chander Kansal*	Non-executive & independent Director	Chairman
2.	Mr. Hemant Bansal**	Non-executive & independent Director	Member
3.	Mr. Abhey Goyal	Executive & Promoter Director	Member

*Mr. Harsh Chander Kansal ceased as an Independent Director and the Chairman of the Audit Committee upon completion of his two consecutive terms of 5 (Five) years each w.e.f. close of business hours on 31“ March 2024.

**Mr. Hemant Bansal ceased as an Independent Director and the Member of the Audit Committee upon completion of his two consecutive terms of 5 (Five) years each w. e.f. close of business hours on 31“ March 2024.

Considering the completion of term of aforesaid independent Directors, Board of Directors in their meeting held on 29^th March, 2024 re-constituted the Audit Committee which is effective from 1^st April, 2024. The reconstituted Audit Committee effective from 1^st April, 2024 is as follows:

Sl No.	Name	Category	Designation
1.	Mr. Alok Narayan Pandey	Non-executive & independent Director	Chairman
2.	Mr. Rupesh Deorah	Non-executive & independent Director	Member
3.	Mr. Abhey Goyal	Executive & Promoter Director	Member

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Statutory Auditors and their Report

At the 31^st Annual General Meeting of the Company held on 30^th September, 2022, the Members approved the appointment of M/s TAS Associates, Chartered Accountants, (FRN: 010520N) as Statutory Auditors of the Company to hold office as the statutory Auditors for a period of five (5) years from the conclusion of the 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of the Company. During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under the Act.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s Report are self-explanatory.

Cost Auditors and their Report

During the Financial Year 2023-24 as per Section 148 of the Companies Act, 2013 read with Rules framed thereunder, M/s K.G. Goyal & Associates, Cost Accountants, (Firm''s Registration No. 000024) were re-appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. After the end of the financial year M/s K.G. Goyal & Associates, Cost Accountants, (Firm''s Registration No. 000024) have also been appointed as Cost Auditors for the Financial Year 202425 by the Board of Directors, upon recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

Maintenance of cost records

Pursuant to the provisions under Section 148 of the Companies Act, 2013 read with Rules framed thereunder, the Directors confirm that the proper Cost accounts and records are maintained by the Company in terms of the Act.

Secretarial Auditors and their Report

Your Board, during the year, appointed M/s R & D Company Secretaries, to conduct secretarial audit of the Company for the financial year ended 31^st March, 2024. The Report on M/s R & D Company Secretaries in terms of Section 2O4 of the Act is provided in the ‘Annexure 4'' forming part of this Report. The said reports are self-explanatory and do not contain any qualification, reservation and adverse remarks or disclaimer.

M/s R & D Company Secretaries, have been re-appointed to conduct the Secretarial Audit of the Company for the financial year 2024-25. They have confirmed that they are eligible for the said appointment as per the applicable provisions of the Companies Act, 2013.

Annual Secretarial Compliance Report

Pursuant to SEBI Listing Regulations and SEBI circular dated 8^th February, 2019, Annual Secretarial Compliance Report for the financial year ended 31^st March, 2024, was obtained from M/s R & D Company Secretaries, Secretarial Auditors, and submitted to BSE Limited.

Internal Auditors

On the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Talati and Talati LLP, Chartered Accountants (Firm Registration No. 110758W/W100377), as Internal Auditors of the Company to conduct the Internal Audit for the financial year 2024-25.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

Insolvency & Bankruptcy Code, 2016

There were no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which impacts the business of the Company.

Directors'' Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That they 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 and loss of the Company for that period;

c) That they had taken proper and sufficient care 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 they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Corporate Social Responsibility (CSR)

Your Company has always been undertaking CSR activities on a significant scale, upholding the belief that Corporates have a special and continuing responsibility towards social development.

The vision of ASL CSR activities to make sustainable impact on the human development of underserved communities through initiatives in Education, Health and Livelihoods has been formally codified with the constitution of a dedicated Corporate Social Responsibility Committee of the Board as per of section 135 of the Companies Act, 2013 and Rules framed thereunder. The CSR Committee of the Company helps the Company to frame, monitor and execute the CSR activities of the Company. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The CSR Policy of your Company outlines the Company''s philosophy & the mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its duties as a responsible corporate citizen. Details regarding the constitution, roles and functions of the Corporate Social Responsibility Committee are given in the Report on Corporate Governance.

Further, the Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at www.ajantasoya.com.

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. The Committee comprises:

Sl No.	Name	Category	Designation
1.	Mr. Harsh Chander Kansal*	Non-executive & Independent Director	Chairman
2.	Mr. Sushil Kumar Goyal	Executive & Promoter Director	Member
3.	Mr. Abhey Goyal	Executive & Promoter Director	Member

*Mr. Harsh Chancier Kansal ceased as an Independent Director and the Chairman of the Corporate Social Responsibility Committee upon completion of his two consecutive terms of 5 (Five) years each w. e.f. close of business hours on 31^st March 2024.

Considering the completion of term of aforesaid Independent Director, Board of Directors in their meeting held on 29^th March, 2024 re-constituted the Corporate Social Responsibility (CSR) which is effective from 1^st April, 2024. The reconstituted Corporate Social Responsibility Committee effective from 1^st April, 2024 is as follows:

Sl No.	Name	Category	Designation
1.	Mr. Alok Narayan Pandey	Non-executive & Independent Director	Chairman
2.	Mr. Sushil Kumar Goyal	Executive & Promoter Director	Member
3.	Mr. Abhey Goyal	Executive & Promoter Director	Member

During the year under review the Company has been actively involved in CSR activities. The Company has spent the requisite amount in line with the re-commendations by the CSR Committee and approval of the Board of Directors of the Company.

Details about the CSR policy and initiatives taken by the Company during the year are available on Company''s website www.ajantasoya.com. The Annual Report on CSR activities of the Company is attached as ‘Annexure 5''.

Internal Financial Controls System

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) 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.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company''s IFC system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOP''s) and audit and compliance by in-house Internal Audit Division, The Company has appointed an external professional firm as Internal Auditor. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report. The Company has appointed an external professional firm as Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the Board.

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company''s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Vigil Mechanism and Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Statement under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Pursuant to the legislation The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has a Policy on Prevention of Sexual Harassment at Workplace. Your Company has constituted an Internal Complaints Committee (iCC) to investigate and resolve sexual harassment complaints.

The Company in its endeavour for zero tolerance towards any kind of harassment, including sexual harassment, or discrimination at the workplace has in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaint under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

No. of complaints filed during the year	No. of complaints disposed off during the year	No. of complaints pending
Nil	Nil	Nil

Extract of Annual Return

As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) has been placed on the website of the Company www.ajantasoya.com under the Investors Section http://ajantasoya.com/annual-reports-2/. Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013 With reference to Section 134(3)(h) of the Companies Act, 2013, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material'' according to the policy of the Company on Materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2. All related party transactions are mentioned in Note No. 41 of the Notes to the Accounts.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. The statement of transactions entered pursuant to the omnibus approval so granted is placed before the Audit Committee for approval.

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concerns status and company''s operations in future

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in future.

Secretarial Standards

The Company is in compliance with the relevant provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government and all other Secretarial Standards from time to time.

Details of difference between amount of the Valuation done at the time of one time settlement and the Valuation done while taking Loan from the Banks or Financial Institutions along with the Reasons thereof

During the year under review, no such valuation was required to be done.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

By order of the board For Ajanta Soya Limited

Sd/- Sd/-

Sushil Kumar Goyal Abhey Goyal

Managing Director Whole Time Director

DIN: 00125275 DIN: 02321262

D_at_e: 14^th A_ug_ust, 2024 Address: House No. 42-A, Road No.78, Address: House No. 42-A, Road No.78,

Pl_ace: N_ew D_elhi West Punjabi Bagh, New Delhi-110026 West Punjabi Bagh, New Delhi-110026

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Mar 31, 2023

The Directors are pleased to present the 32^nd Annual Report on the business and operations of the Company and the financial accounts for the year ended 31^st March, 2023.

Financial Highlights		(Rs. in Lakhs)
Particulars	Current Year (2023)	Previous Year (2022)
Revenue from operations	1,23,620.16	1,34,514.15
Other Income	302.12	515.92
Profit/(Loss) before exceptional Items and Tax	382.37	4,986.25
Exceptional Items (Net)	0.00	0.00
Profit/(Loss) before Tax	382.37	4,986.25
Tax Expense	158.28	766.32
Profit/(Loss) after Tax	223.55	4,219.93
Other Comprehensive Income (Net of Tax)	37.14	163.60
Total Comprehensive Income	260.69	4,383.53
Transfer to Reserve	Nil	Nil
Reserves and surpluses	10,620.91	10,397.35
Earning per share	0.28	26.22

Company Performance

During the year under review the total income of the Company was Rs. 1,23,922.28 Lakhs as against Rs. 1,35,030.07 Lakhs in the previous year. The total expenses of the Company were Rs. 1,23,539.91 Lakhs during the year as compared to Rs. 1,30,043.82 Lakhs during the previous year. During the year the Company earned a profit after tax of the year of Rs. 223.55 Lakhs against a profit after tax of Rs. 4,219.93 Lakhs in the previous year.

Your Directors are putting in their best efforts to improve the performance of the Company by increasing the throughput of the plant.

Statement of Company''s Affair

The Company is engaged in the business of manufacturing of Vanaspati and Refined Oil with shortening products (bakery & biscuit). During the year company has produced 97,022.552 MT of Vanaspati/Refined Oil as against 95,014.955 MT in the previous year.

The most popular brands of Vanaspati/refined oil and bakery shortening are “Dhruv”, “Anchal”, “Parv”, "ASL", “ASL Pure”, “ASL Fine Fingers” and “Nutri 1992” etc. and all are which enjoy a considerable market share. Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report attached to this report.

Change in nature of Business of the Company There has been no change in business of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31^st March, 2023 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is recommended for this year.

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Share Capital

The paid-up Equity Share Capital as on 31^st March, 2023 was Rs. 1609.66 Lakhs. During the year under review, the Company has not issued any Shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

However, the shareholders of the Company have through Postal Ballot on 23^rd May, 2022 approved the sub-division of face value of the Equity Shares of the Company from Rs. 10/- (Rupees Ten only) to Rs. 2/- (Rupee Two only). Accordingly, the holder(s) of the Equity Shares of the Company have received “5” Equity Shares of face value of Rs. 2/- each in lieu of “1” Equity Share of face value of Rs. 10/- each.

Utilization of Issue Proceeds

During the period under review, Company has not raised any funds through preferential allotment or qualified institutions placement.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are as under below.

Detail of Investment as on 31^st March, 2023

Name of Company	(Rs. in Lakhs)*
DG Estates Private Limited (2,94,500 equity shares of Rs. 10/- each).	153.94
Dhruv Globals Limited (3,86,050 equity shares of Rs. 10/- each).	457.84
Ajanta Realtech Private Limited (95,000 equity shares of Rs. 10/- each).	114.02
* Fair Value of Investments as per Ind AS. Detail of Guarantee as on 31st March, 2023
Name of Company	(Rs. in Lakhs)
Guarantee issued in favour of bank on behalf of Dhruv Globals Limited.	8,910.00

During the financial year ended 31^st March, 2023, no Loan u/s 186 of the Companies Act, 2013 was made by the Company.

Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2022-23 in terms of Chapter V of the Companies Act, 2013.

Report on Subsidiaries, Associates and Joint Venture companies

The Company has no subsidiaries, associates and joint ventures companies.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ''Annexure 1'' which forms part of this report.

Listing

At present, the equity shares of the Company are listed at BSE Limited (BSE). The annual listing fees for the financial year 2023-24 to BSE Limited has been paid.

Management Discussion and Analysis Report

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management''s Discussion and Analysis Report is provided in a separate section and forms an integral part of this Report.

Corporate Governance

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. It involves a set of relationships between a Company''s management, its Board, shareholders and Stakeholders. It is a key element in improving the economic efficiency of the enterprise. Credibility offered by Corporate Governance helps in improving the confidence of the investors - both domestic and foreign, and establishing productive and lasting business relationship with all stakeholders.

At ASL Corporate Governance is more a way of business life than a mere legal obligation. Strong governance practices of the Company have been rewarded in the Company.

A Certificate from Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached in the Corporate Governance Report and forms part of this report.

Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report, and forms part of this report.

Credit Rating

During the year Brickwork Ratings India Private Limited has assigned the Bank Loan External Ratings of the Company dated 23^rd August, 2022 as mentioned below:

Total Bank Loan Facilities Rated	Rs. 130 Crore
Long-Term Rating	BWR BBB /Stable Upgrade
Short-Term Rating	BWR A2 Upgrade
On 6th October, 2022 SEBI has cancelled the Certificate of registration granted to the Brickwork Ratings India Pvt. Ltd., (SEBI Registration No.: IN-CRA-005-2008) as a Credit Rating Agency. Hence, the Company has taken a fresh rating from CRISIL Ratings Limited. During the year CRISIL Ratings Limited (“CRISIL”) has assigned the Bank Loan External Ratings of the Company dated 1st December, 2022 as mentioned below:
Total Bank Loan Facilities Rated	Rs. 170 Crore
Long-Term Rating	CRISIL BBB /Stable (Assigned)
Short-Term Rating	CRISIL A2 (Assigned)

Board of Directors

a. During the financial year under review,

i. Mr. Abhey Goyal (DIN:02321262) who retires by rotation on the AGM held on 30^th September, 2022 was reappointed as Director in pursuant to the provisions of Section 152 of the Companies Act, 2013.

ii. In Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Sushil Kumar Solanki (DIN: 08912780), Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

b. Re-appointment of Managing Director

The term of appointment of Mr. Sushil Goyal as Managing Director was expired on 25^th July, 2023. Further, on the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company had in its meeting held on 30^th June, 2023, re-appointed Mr. Sushil Goyal (DIN:00125275) as a Managing Director for a period of 3 years with effect from 26^th July, 2023, subject to the approval of members. The terms and conditions for his reappointment are contained in the explanatory statement forming part of the notice of the ensuing Annual General Meeting.

c. Re-appointment of Whole time Director

The term of appointment of Mr. Abhey Goyal as Whole Time Director was expired on 30^th June, 2023. Further, On the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company had in its meeting held on 30^th June, 2023, Re-appointed Mr. Abhey Goyal (DIN: 02321262) as a Whole time Director for a period of 3 years with effect from 1^st July, 2023, subject to the approval of shareholders in their General Meeting. The terms and conditions for his Appointment are contained in the explanatory statement forming part of the notice of the ensuing Annual General Meeting.

d. Re-appointment of Whole time Director

The term of appointment of Mr. Sushil Kumar Solanki as Whole Time Director end on 14^th October, 2023. Further, On the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company in its meeting held on 30^th June, 2023, Re-appointed Mr. Sushil Kumar Solanki (DIN: 08912780) as a Whole time Director for a further period of 3 years with effect from 15^th October, 2023, subject to the approval of shareholders in their General Meeting. The terms and conditions for his Appointment are contained in the explanatory statement forming part of the notice of the ensuing Annual General Meeting.

A brief resume of the Directors proposed to be appointed/re-appointed in the ensuing Annual General Meeting, the nature of his expertise in specific functional areas, disclosure of relationships between Directors inter-se, names of Companies in which he/she has held directorships, committee memberships/chairmanships, his/her shareholding etc., is annexed to the Corporate Governance Report and Notice of the ensuing AGM and forming part of the Annual Report.

None of the aforesaid Directors of the Company is disqualified from being appointed as directors, as specified in Section 164(1) and Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of directors) Rules, 2014. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

e. Declaration by Independent Directors

Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act and under Regulation 16 and 25 of SEBI Listing Regulations, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of Independence and there has been no change in the circumstances affecting their status as Independent Director of the Company.

The Company has also received a declaration from all the Independent Directors that they have registered their names in the Independent Director data bank and pass/ exempt requisite proficiency test conducted by Ministry of Corporate Affairs.

After undertaking a due assessment of their disclosures, in the opinion of the Board of Directors, all the Independent Directors fulfilled the requirements of the Companies Act, 2013 and the Listing Regulations and were Independent of the management of the Company.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name	Designation
Mr. Sushil Goyal	Managing Director
Mr. Abhey Goyal	Whole Time Director
Mr. Sushil Kumar Solanki	Whole Time Director
Mr. Jai Gopal Sharma	Chief Financial Officer
Mr. Kapil	Company Secretary

Policy on Directors appointment and Policy on remuneration

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, Independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as ''Annexure 2'' respectively, which forms part of this report.

The Nomination and Remuneration Policy is available on the Company''s website at https://ajantasoya.com/investor-information-2/

Particulars of remuneration of Directors/ KMP/Employees

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Sl No.	Particulars
(I)	The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	Name of the Director	Total Remuneration (Rs. In Lakhs)		Ratio to the Median
		Mr. Sushil Goyal (Managing Director)	96.00		35.46
		Mr. Abhey Goyal (Whole Time Director)	84.00		31.03
		Mr. Sushil Kumar Solanki (Whole Time Director)	12.57		4.64
(ii)	The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year.	Name		% of Increase
		Mr. Sushil Goyal (Managing Director)		-20%
		Mr. Abhey Goyal (Whole Time Director)		Nil
		Mr. Sushil Kumar Solanki (Whole Time Director)		8.58%
		Mr. Jai Gopal Sharma (CFO)		9.73%
		Mr. Kapil (Company Secretary)		2.28%
(iii)	The percentage increase /(decrease) in the median remuneration of employees in the financial year.	The percentage increase in the Median Remuneration during the financial year is 8.70%. This has been arrived at by comparing the median remuneration as on 31st March, 2022 and the median remuneration as on 31st March, 2023.
(iv)	The number of permanent employees on the rolls of the company.	The total number of permanent employees of Ajanta Soya Limited as on 31st March, 2023 was 95 (Ninety-Five).
(v)	Average percentile increase/(decrease) already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	The average % increase in salary was 4.95% for all employees other than the managerial personnel who went through the compensation review cycle in the year. To cover up the inadequacy of funds in the Company, Mr. Sushil Goyal, Managing Director of the Company, has requested the board to reduce his salary. Further, there was no change in Remuneration of Mr. Abhey Goyal (Whole Time Director) during the year. Hence, there was a decrease of 10.67% in the average annual remuneration of Managerial Personnel. The remuneration paid to managerial personnel is basis prevailing market trends, business results delivery objectives and overall responsibility matrix and the same is in line with the resolutions approved by the Board of Directors and/or Shareholders.
(vi)	It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.	Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior Management is as per the Remuneration Policy of the Company.

Further, Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is attached as ‘Annexure 3'' to this Report.

Number of Meetings of the Board

During the Financial Year 2022-23, 7 (Seven) number of Board meetings were held. For details there of kindly refer to the section Board of Directors in the Corporate Governance Report.

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board''s focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director''s performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) - 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board. The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee

As on 31^st March, 2023, the Audit Committee of the Company comprises the following Directors:

Sl No.	Name	Category	Designation
1.	Mr. Harsh Chander Kansal	Non-executive & Independent Director	Chairman
2.	Mr. Hemant Bansal	Non-executive & Independent Director	Member
3.	Mr. Abhey Goyal	Executive & Promoter Director	Member

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Statutory Auditors and their Report

At the 31^st Annual General Meeting of the Company held on 30^th September, 2022, the Members approved the appointment of M/s TAS Associates., Chartered Accountants, (FRN: 010520N) as Statutory Auditors of the Company to hold office as the statutory Auditors for a period of five (5) years from the conclusion of the 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of the Company. During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under the Act.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s Report are self-explanatory.

Cost Auditors and their Report

During the Financial Year 2022-23 as per Section 148 of the Companies Act, 2013 read with Rules framed thereunder, M/s K.G. Goyal & Associates, Cost Accountants, (Firm''s Registration No. 000024) were re-appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. After the end of the financial year M/s K.G. Goyal & Associates, Cost Accountants, (Firm''s Registration No. 000024) have also been appointed as Cost Auditors for the Financial Year 202324 by the Board of Directors, upon recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

Maintenance of cost records

Pursuant to the provisions under Section 148 of the Companies Act, 2013 read with Rules framed thereunder, the Directors confirm that the proper Cost accounts and records are maintained by the Company in terms of the Act. Secretarial Auditors and their Report

Your Board, during the year, appointed M/s R & D Company Secretaries, to conduct secretarial audit of the Company for the financial year ended 31^st March, 2023. The Report on M/s R & D Company Secretaries in terms of Section 204 of the Act is provided in the ‘Annexure 4'' forming part of this Report. The said reports are self-explanatory and do not contain any qualification, reservation and adverse remarks or disclaimer.

M/s R & D Company Secretaries, have been re-appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24. They have confirmed that they are eligible for the said appointment.

Annual Secretarial Compliance Report

Pursuant to SEBI Listing Regulations and SEBI circular dated 8^th February, 2019, Annual Secretarial Compliance Report for the financial year ended 31^st March, 2023, was obtained from M/s R & D Company Secretaries, Secretarial Auditors, and submitted to BSE Limited.

Internal Auditors

On the recommendation of the Audit Committee, the Board of Directors of the Company has re-appointed M/s Talati and Talati LLP., Chartered Accountants (Firm Registration No. 110758W/W100377), as Internal Auditors of the Company to conduct the Internal Audit for the financial year 2023-24.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

Insolvency & Bankruptcy Code, 2016

There were no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which impacts the business of the Company.

Directors'' Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That they 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 and loss of the Company for that period;

c) That they had taken proper and sufficient care 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 they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Corporate Social Responsibility (CSR)

Your Company has always been undertaking CSR activities on a significant scale, upholding the belief that Corporates have a special and continuing responsibility towards social development.

The vision of ASL CSR activities to make sustainable impact on the human development of underserved communities through initiatives in Education, Health and Livelihoods has been formally codified with the constitution of a dedicated Corporate Social Responsibility Committee of the Board as per of section 135 of the Companies Act, 2013 and Rules framed thereunder. The CSR Committee of the Company helps the Company to frame, monitor and execute the CSR activities of the Company. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The CSR Policy of your Company outlines the Company''s philosophy & the mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its duties as a responsible corporate citizen. Details regarding the constitution, roles and functions of the Corporate Social Responsibility Committee are given in the Report on Corporate Governance.

Further, the Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at www.ajantasoya.com.

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. The Committee comprises:

Sl No.	Name	Category	Designation
1.	Mr. Harsh Chander Kansal	Non-executive & Independent Director	Chairman
2.	Mr. Sushil Goyal	Executive & Promoter Director	Member
3.	Mr. Abhey Goyal	Executive & Promoter Director	Member

During the year under review the Company has been actively involved in CSR activities. The Company has spent the requisite amount in line with the recommendations by the CSR Committee and approval of the Board of Directors of the Company.

Details about the CSR policy and initiatives taken by the Company during the year are available on Company''s website www.ajantasoya.com. The Annual Report on CSR activities of the Company is attached as ''Annexure 5''.

Internal Financial Controls System

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) 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.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company''s IFC system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOP''s) and audit and compliance by in-house Internal Audit Division, The Company has appointed an external professional firm as Internal Auditor. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and I nternal Auditors to the Audit Committee of the Board.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report. The Company has appointed an external professional firm as Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the Board.

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company''s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Vigil Mechanism and Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Statement under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Pursuant to the legislation The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has a Policy on Prevention of Sexual Harassment at Workplace. Your Company has constituted an Internal Complaints Committee (ICC) to investigate and resolve sexual harassment complaints.

The Company in its endeavour for zero tolerance towards any kind of harassment, including sexual harassment, or discrimination at the workplace has in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaint under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

No. of complaints filed	No. of complaints disposed	No. of complaints
during the year	off during the year	pending
Nil	Nil	Nil

Extract of Annual Return

As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) has been placed on the website of the Company www.ajantasoya.com under the Investors Section http://ajantasoya.com/annual-reports-2/. Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material'' according to the policy of the Company on Materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2. All related party transactions are mentioned in Note No. 40 of the notes to the Accounts.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. The statement of transactions entered pursuant to the omnibus approval so granted is placed before the Audit Committee for approval.

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concerns status and company''s operations in future

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in future.

Secretarial Standards

The Company is in compliance with the relevant provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government and all other Secretarial Standards from time to time.

Details of difference between amount of the Valuation done at the time of one time settlement and the Valuation done while taking Loan from the Banks or Financial Institutions along with the Reasons thereof

During the year under review, no such valuation was required to be done.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

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Mar 31, 2018

The Directors hereby present their 27^th Annual Report on the business and operations of the Company and the financial accounts for the year ended 31^st March, 2018.

Financial Highlights (Amount in Lakhs)

Particulars	Current Year 2018	Previous Year 2017
Revenue from operations	34604.55	70007.21
Other Income	600.42	757.89
Profit/(Loss) before Tax	376.90	1097.63
Tax Expense	282.81	384.96
Profit/(Loss) after Tax	94.09	712.67
Other Comprehensive Income (Net of Tax)	(18.82)	149.39
Total Comprehensive Income	75.27	862.06
Transfer to Reserve	Nil	Nil
Reserves and surpluses	2854.36	2521.08
Earning per share	0.58	4.60

Company Performance

During the year under review total income of the Company was Rs. 35204.97 Lakhs as against Rs. 70765.10 Lakhs in the previous year. The Company was able to earn profit after tax for the year of Rs. 94.09 Lakhs against a profit after tax of Rs. 712.67 Lakhs in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Statement of Company’s Affair

The Company is engaged in the business of manufacturing of Vanaspati and Refined Oil with shortening products (bakery & biscuit). During the year company has produced 47,627.232 MT of Vanaspati/Refined Oil as against 98,147.459 MT in the previous year. Due to the fire incident on 14.05.2017, the plant of the Company was severely damaged and the manufacturing operations were ceased for a period of almost 10 months. The manufacturing operations re-commenced on 23.02.2018. Due to the reason manufacturing as well as sales drop as compared to the financial year 2016-17.

Further, The Company was very thankful to the shareholders/stakeholders for showing their full faith on the management in such a crucial time.

The most popular brands of Vanaspati/refined oil and bakery shortening are “Dhruv” ‘Anchal” and “Parv” all are which enjoy a considerable market share.

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report attached to this report.

Change in nature of Business of the Company

There has been no change in the nature of business of the Company.

Material Changes etc

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31^st March, 2018 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Share Capital

The paid up Equity Share Capital as on 31^st March, 2018 was Rs. 16.10 crores. During the year under review, the Company has issued and allotted 6,00,000 (Six Lakhs) Equity Shares of Rs. 10/- each on preferential basis at an issue price of Rs. 53/- (Rupees fifty three only) per Equity Share (including a premium of Rs. 43/- each). However, the Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are as under below.

Detail of Investment as on 31^st March, 2018

Name of Company	(Rs. In lakh)*
- DG Estates Pvt Ltd (2,94,500 equity shares of Rs. 10/- each)	139.15
- Dhruv Globals Limited (3,86,050 equity shares of Rs. 10/- each)	168.00
- Ajanta Realtech Pvt Ltd (95,000 equity shares of Rs. 10/- each)	130.32
Investments in Mutual Funds (Unquoted) -LIC of India - Profit Plus Growth Fund	26.61

* Fair Value of Investments as per Ind AS.

Detail of Guarantee as on 31^st March, 2018

Name of Company	(Rs. In lakh)
Guarantee issued in favour of bank on behalf of Dhruv Globals Limited.	7200

During the financial year ended 31^st March, 2018, no Loan u/s 186 of the Companies Act, 2013 was made by the Company.

Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2017-18 in terms of Chapter V of the Companies Act, 2013.

Report on Subsidiaries, Associates and Joint Venture companies

The Company has no subsidiaries, associates and joint ventures companies.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 1’ which forms part of this report.

Listing

At present, the equity shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE). The annual listing fees for the financial year 2018-19 to BSE has been paid.

Corporate Governance

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. It involves a set of relationships between a company’s management, its Board, shareholders and Stakeholders. It is a key element in improving the economic efficiency of the enterprise. Credibility offered by Corporate Governance helps in improving the confidence of the investors - both domestic and foreign, and establishing productive and lasting business relationship with all stakeholders.

At ASL Corporate Governance is more a way of business life than a mere legal obligation. Strong governance practices of the Company have been rewarded in terms of improved share valuations, stakeholder''s confidence, improved market capitalization, credit ratings, etc.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached in the Corporate Governance Report and forms part of this report.

Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report, and forms part of this report.

Credit Rating

During the year CRISIL has assigned the Bank Loan External Ratings of the Company as mentioned below:

Total Bank Loan Facilities Rated	Rs. 130 Crore
Long-Term Rating	CRISIL BBB-/Negative (Removed from ‘Rating Watch with Negative Implications’; Rating reaffirmed).
Short-Term Rating	CRISIL A3 (Removed from ‘Rating Watch with Negative Implications’; Rating reaffirmed).

Board of Directors

a. Retirement by Rotation:

In Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr Abhey Goyal (DIN:02321262), Whole time Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

b. Re-appointment of Independent Directors:

Pursuant to the provisions of Section 149 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Agreements with the stock exchanges, Mr Harsh Chander Kansal (DIN: 00125411) and Mr Hemant Kumar Bansal (DIN: 00526206) were appointed as an Independent Directors on the Board of the Company for a period of 5 (Five) consecutive years w.e.f. 1^st April, 2014. They shall hold office as an Independent Directors of the Company up to 31^st March, 2019 (“First Term” in line with the explanation to Sections 149(10) and 149(11) of the Act). The Board has recommended re-appointment of Mr Harsh Chander Kansal and Mr Hemant Kumar Bansal as an Independent Directors of the Company, not liable to retire by rotation and for Second Term of 5 (Five) consecutive years on the Board of the Company effective from 1^st April, 2019.

A brief resume of the Directors proposed to be re-appointed, the nature of their expertise in specific functional areas, disclosure of relationships between Directors inter-se, names of companies in which they have held directorships, committee memberships/chairmanships, their shareholding etc., are annexed to the Corporate Governance Report of the ensuing AGM. The Directors recommend their re-appointment at the ensuing AGM.

The Company has received declaration from the above appointee Independent Directors that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013. In the opinion of the Board, they fulfill the condition for appointment/re-appointment as Independent Directors on the Board.

c. Declaration by Independent Directors

Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name	Designation
Mr Sushil Goyal	Managing Director
Mr Abhey Goyal	Whole Time Director
Mr Jai Gopal Sharma	Chief Financial Officer
Mr Kapil	Company Secretary

Policy on Directors appointment and Policy on remuneration

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, Independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as ‘Annexure 2’ respectively, which forms part of this report.

Particulars of remuneration of Directors/ KMP/Employees

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Sl No.	Particulars
(i)	The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.
		Name of the Director	Total Remuneration		Ratio to the Median
		Mr Sushil Goyal (Managing Director)	Rs. 30,00,000/-		16
		Mr Abhey Goyal (Whole time Director)	Rs. 22,00,000/-		12
(ii)	The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year.
		Name		% of Increase
		Mr Sushil Goyal (Managing Director)		Nil
		Mr Abhey Goyal (Whole Time Director)		83.33%
		Mr Jai Gopal Sharma (CFO)		Nil
		Mr Kapil (Company Secretary)		Nil
(iii)	The percentage increase in the median remuneration of employees in the financial year.	The percentage increase in the Median Remuneration during the financial year is 4.44% is due to the increase in the number of employees. During the year there was no increase in remuneration of any employees.
(iv)	The number of permanent employees on the rolls of the company.	The total number of permanent employee of Ajanta Soya Limited as on 31st March, 2018 was 106 (One Hundred Six).
(v)	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	The average % increase in salary was Nil for all employees other than the managerial personnel who went through the compensation review cycle in the year. Due to fire incident in the plant of the Company there was no increase in the salary of the employees of the Company during the financial year 2017-18. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 was Nil whereas there was 23.81% increase in the managerial remuneration. The decision of increase in the remuneration of Managerial personnel was taken before the fire incident in the plant of the Company which is as per the market scenario in the same class of business.
(Vi)	It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.	Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior Management is as per the Remuneration Policy of the Company.

Further, Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is attached as ‘Annexure 3’ to this Report.

Number of Meetings of the Board

During the Financial Year 2017-18, 10 (Ten) number of Board meetings were held. For details there of kindly refer to the section Board of Directors in the Corporate Governance Report.

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board''s focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director’s performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) - 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee

As on 31^st March, 2018, the Audit Committee of the Company comprises the following directors:

Mr Harsh Chander Kansal-Chairman (Non-Executive & Independent Director)

Mr Hemant Kumar Bansal-Member (Non-Executive & Independent Director)

Mr Abhey Goyal- Member (Executive and Promoter Director)

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Statutory Auditors and their Report

As per provisions of Section 139(1) of the Act, the Company were appointed M/s. Pawan Shubham & Co., Chartered Accountants (Firm Registration No. 011573C) as Statutory Auditors for a period of 5 (Five) years in the AGM of the Company held on 26^th September, 2017.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s Report are self-explanatory.

Cost Auditors and their Report

During the Financial Year 2017-18 as per Section 148 of the Companies Act, 2013 read with Rules framed thereunder, M/s K.G. Goyal & Associates, Cost Accountants, (Firm''s Membership No. 000024) were re-appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. Subsequent to the end of financial year M/s K.G. Goyal & Associates, Cost Accountants, (Firm''s Membership No. 000024) have also been appointed as Cost Auditors for the Financial Year 2018-19 by the Board of Directors, upon recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting.

Secretarial Auditors and their Report

Your Board, during the year, appointed M/s R & D Company Secretaries, to conduct secretarial audit of the Company for the financial year ended 31^st March, 2018. The Report of M/s R & D Company Secretaries in terms of Section 204 of the Act is provided in the ‘Annexure 4’ forming part of this Report.

Internal Auditors

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company have appointed M/s S. Chand Mittal & Co., Chartered Accountants (Firm Registration No. 009818N) as Internal Auditors of the Company to conduct internal audit reviews for the Company.

Maintenance of cost records

Pursuant to the provisions under Section 148 of the Companies Act, 2013 read with Rules framed thereunder, the Directors confirm that the proper Cost accounts and records are maintained by the Company in terms of the Act.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Cost Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

Directors’ Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That they 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 and loss of the Company for that period;

c) That they had taken proper and sufficient care 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 they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Corporate Social Responsibility (CSR)

Your Company has always been undertaking CSR activities on a significant scale, upholding the belief that corporates have a special and continuing responsibility towards social development.

The vision of ASL CSR activities to make sustainable impact on the human development of underserved communities through initiatives in Education, Health and Livelihoods has been formally codified with the constitution of a dedicated Corporate Social Responsibility Committee of the Board as per of section 135 of the Companies Act, 2013 and Rules framed thereunder. The CSR Committee of the Company helps the Company to frame, monitor and execute the CSR activities of the Company. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The CSR Policy of your Company outlines the Company’s philosophy & the mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its duties as a responsible corporate citizen. Details regarding the constitution, roles and functions of the Corporate Social Responsibility Committee are given in the Report on Corporate Governance.

Further, the Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at www.ajantasoya.com.

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. The Committee comprises:

Mr Harsh Chander Kansal-Chairman (Non-Executive & Independent Director)

Mr Sushil Goyal-Member (Executive & Promoter Director)

Mr Abhey Goyal-Member (Executive & Promoter Director)

During the year, the Committee monitored the implementation and adherence to the CSR policy. The CSR policy provides a constructive framework to review and organize our social outreach programs in the areas of education, health and livelihood. The policy enables a deeper understanding of outcome-focused social development through diverse collaborations.

Details about the CSR policy and initiatives taken by the Company during the year are available on Company’s website www.ajantasoya.com. The report on CSR activities of the Company is attached as ‘Annexure 5’.

Internal Financial Controls System

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) 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.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company’s IFC system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOP''s) and audit and compliance by in-house Internal Audit Division, The Company has appointed M/s S. Chand Mittal & Co., an external professional firm as Internal Auditor. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report.

The Company has appointed an external professional firm as Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the Board.

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company’s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

Vigil Mechanism Policy

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Prevention of Sexual Harassment

Pursuant to the legislation The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has a Policy on Prevention of Sexual Harassment at Workplace. Your Company has constituted an Internal Complaints Committee (ICC) to investigate and resolve sexual harassment complaints.

The Company in its endeavour for zero tolerance towards any kind of harassment, including sexual harassment, or discrimination at the workplace has in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaint under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Extract of Annual Return

As required by Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Extract of Annual Return in Form MGT-9 is annexed herewith as ‘Annexure 6’ to this Report.

Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material’ according to the policy of the Company on Materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.

With reference to Clause 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your attention is also drawn to the Related Party disclosures set out in Note No. 40 of the Financial Statements.

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concerns status and company''s operations in future

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in future.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

By order of the board

For Ajanta Soya Limited

Sushil Goyal Abhey Goyal

DIN: 00125275 DIN: 02321262

Managing Director Whole Time Director

Address: House No. 42-A, Address: House No. 42-A,

Place: New Delhi Road No.78, West Punjabi Bagh, Road No.78, West Punjabi Bagh,

Date: 14^th August, 2018 New Delhi - 110026 New Delhi - 110026

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Mar 31, 2016

TO THE MEMBERS OF AJANTA SOYA LIMITED

The Directors hereby present their 25^th Annual Report on the business and operations of the Company and the financial accounts for the year ended 31^st March, 2016.

Financial Highlights (Amount in Lacs)

Particulars	Current Year	Previous Year
Revenue from operations	57911.83	55,266.42
Other Income	337.45	190.51
Profit/(Loss) before Tax	707.90	224.74
Provision for Tax	198.92	(29.88)
Profit/(Loss) after Tax	508.98	254.62
Transfer to Reserve	Nil	Nil
Reserves and surpluses	1628.52	1119.54
Earnings per share	3.28	1.64

Company Performance

During the year under review total income of the Company was Rs. 58249.27 Lac as against Rs. 55,456.93 Lac in the previous year. The Company was able to earn profit after tax for the year of Rs. 508.98 Lacs against a profit after tax of Rs. 254.62 Lacs in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Statement of Company’s Affair

The Company is engaged in the business of manufacturing of Vanaspati and Refined Oil with shortening products (bakery & biscuit). During the year company has produced 1,06,271.921 MT of Vanaspati/Refined Oil as against 89,472.406 MT in the previous year.

The most popular brands of Vanaspati/refined oil are “Dhruv” and ‘Anchal” both of which enjoy a considerable market share.

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report attached to this report.

Change in nature of Business of the Company

There has been no change in the nature of business of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31^st March, 2016 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Share Capital

The paid up Equity Share Capital as on 31^st March, 2016 was 15.50 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are as under below.

Detail of Investment as on 31^st March, 2016

Name of Company	Amount (INR)
- DG Estates Pvt. Ltd	14,725,000
- Dhruv Globals Limited	3,680,500
- Ajanta Realtech Pvt Ltd	13,110,000
Investments in Mutual Funds - LIC of India - Profit Plus Growth Fund	1,357,000
Investments in Mutual Funds SBI Mag Insta Cash Fund Liquid Floater Regular Plan	36,268,473
Investments in Mutual Funds SBI Premium Liquid Fund - Regular Plan	150,000,000

Detail of Guarantee as on 31^st March, 2016

Name of Company	Amount (INR)
Guarantee issued in favour of bank on behalf of Dhruv Globals Limited	698,000,000

During the financial year ended 31^st March, 2016, no Loan u/s 186 of the Companies Act, 2013 was made by the Company. Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2015-16 in terms of Chapter V of the Companies Act, 2013.

Report on Subsidiaries, Associates and Joint Venture companies

The Company has no subsidiaries, associates and joint ventures companies.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 1’which forms part of this report.

Listing

At present, the equity shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE). The annual listing fees for the financial year 2016-17 to BSE has been paid.

Corporate Governance

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. It involves a set of relationships between a company’s management, its Board, shareholders and Stakeholders. It is a key element in improving the economic efficiency of the enterprise. Credibility offered by Corporate Governance helps in improving the confidence of the investors - both domestic and foreign, and establishing productive and lasting business relationship with all stakeholders.

At ASL Corporate Governance is more a way of business life than a mere legal obligation. Strong governance practices of the Company have been rewarded in terms of improved share valuations, stakeholder''s confidence, improved market capitalization, credit ratings, etc.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached in the Corporate Governance Report and forms part of this report.

Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report, and forms part of this report.

Credit Rating

During the year CRISIL have reaffirmed/issued the following ratings to the Company:

Long-Term Rating	CRISIL BBB-/Stable (Upgraded from CRISIL BB /Stable)
Short-Term Rating	CRISIL A3 (Upgraded from CRISIL A4 )

Directors

In Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr Abhey Goyal, Whole Time Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

The term of appointment of Mr Abhey Goyal as Whole Time Director will end on 31^st December, 2016. Further, on the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company had in its meeting held on August 13, 2016, re-appointed Mr Abhey Goyal (DIN: 02321262) as a Whole time Director for a period of 3 years with effect from January 1, 2017, subject to the approval of shareholders in their general meeting. The terms and conditions for his re-appointment are contained in the explanatory statement forming part of the notice of the ensuing Annual General Meeting.

The brief resumes of the Directors who are to be appointed/ re-appointed in the ensuing Annual General Meeting, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/chairmanships and their shareholding, etc. are furnished in Corporate Governance Report forming part of the Annual Report.

Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name	Designation
Mr Sushil Goyal	Managing Director
Mr Abhey Goyal	Whole Time Director
Mr Jai Gopal Sharma	Chief Financial Officer
Mr Kapil	Company Secretary

During the year Ms Priya Pandey was resigned as Company Secretary w.e.f. May 19, 2015 and Mr Kapil was appointed as Company Secretary w.e.f. May 30, 2015 of the Company.

Policy on Directors appointment and Policy on remuneration

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as ‘Annexure 2’respectively, which forms part of this report.

Particulars of remuneration of Directors/ KMP/Employees

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Sl. No.	Particulars
(i)	The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	Name of the Director	Total Remuneration		Ratio to the Median
		Mr Sushil Goyal	30,00,000		19
		Mr Abhey Goyal	12,00,000		8
(ii)	The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year.	Name		% of Increase
		Mr Sushil Goyal (Managing Director)		7%
		Mr Abhey Goyal (whole Time Director)		Nil
		Mr Jai Gopal Sharma (CFO)		9%
		Ms Priya Pandey (Company Secretary)*		Nil
		Mr Kapil (Company Secretary)**		Nil
		*Resigned w.e.f. 19th May, 2015 ** Appointed w.e.f. 30th May, 2015
(iii)	The percentage increase in the median remuneration of employees in the financial year.	The percentage increase in the Median Remuneration during the financial year is 8% This has been arrived at by comparing the median remuneration of the cost to the company as on 31st March, 2015 and the median remuneration of the cost to the Company as on 31st March, 2016.
(iv)	The number of permanent employees on the rolls of the company.	The total number of permanent employee of Ajanta Soya Limited as on 31st March, 2016 was 99 (Ninety Nine).
(v)	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	The average % increase in salary was 9% for all employees who went through the compensation review cycle in the year. The compensation decisions for each year are taken after considering some parameters such as comparison of salaries at various levels with benchmark data and the approved compensation budget as per the financial plan for the financial year. The average % increase for managerial personnel as their salaries were lower as compared to the benchmark data.
(Vi)	It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.	Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior Management is as per the Remuneration Policy of the Company.

Number of Meetings of the Board

During the Financial Year 2015-16, 9 (Nine) number of Board meetings were held. For details there of kindly refer to the section Board of Directors in the Corporate Governance Report.

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board''s focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director’s performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) - 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee

As on 31^st March, 2016, the Audit Committee of the Company comprises the following directors:

Mr Harsh Chander Kansal-Chairman (Independent Director)

Mr Hemant Kumar Bansal-Member (Independent Director)

Mr Abhey Goyal- Member (Executive and Promoter Director)

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Statutory Auditors and their Report

The Auditors, M/s Tas Associates, Chartered Accountants, were appointed with your approval at the 23^rd AGM to hold such office till the conclusion of the 26^thAGM. The Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of M/s Tas Associates from the conclusion of the ensuing AGM till the conclusion of the 26^thAGM.

The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members the remuneration of M/s Tas Associates for the financial year 2016-17

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s Report are self-explanatory.

Cost Auditors and their Report

As per Section 148 of the Companies Act, 2013 read with Rules framed there under, M/s K.G. Goyal & Associates, Cost Accountants, (Firm''s Membership No. 000024) were re-appointed as Cost Auditors for the financial year 2015- 16 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting. They have also been appointed as Cost Auditors for financial year 2016-17 by the Board of Directors, upon recommendation of Audit Committee, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

Secretarial Auditors and their Report

Your Board, during the year, appointed M/s R & D Company Secretaries, to conduct secretarial audit of the Company for the financial year ended 31^st March, 2016. The Report of M/s R & D Company Secretaries in terms of Section 204 of the Act is provided in the ‘Annexure 3’ forming part of this Report.

Directors’ Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That they 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) That they had taken proper and sufficient care 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 they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Corporate Social Responsibility(CSR)

The Company does not come under the preview of Section 135 of the Companies Act, 2013 in relation to Corporate Social Responsibility for the financial year 2015-16.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.

Internal Financial Controls System

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) 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.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company’s IFC system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOP''s) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from S. Chand Mittal & Co, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board. During the year the Internal auditors have also been engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self Assessment Tool.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report.

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company’s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management programme, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Company’s social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

Vigil Mechanism Policy

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Prevention of Sexual Harassment

During the year under review, the Company has not received any complaint under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as ‘Annexure 4’ to this Report.

Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material’ according to the policy of the Company on Materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.

With reference to Clause 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your attention is drawn to the Related Party disclosures set out in Note no. 36 of the Financial Statements.

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concerns status and company''s operations in future

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in future.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all-around operational performance.

By order of the board

For Ajanta Soya Limited

Sushil Goyal Harsh Chander Kansal

DIN: 00125275 DIN: 00125411

Managing Director Director

Address: House No. 42-A, Address: I-79,Phase-1

Place: New Delhi

Road No.78, West Punjabi Bagh, Ashok Vihar,

Date: 13^th August, 2016 New Delhi - 110026

New Delhi - 110052

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS (Amount in Lacs)

Particulars Financial Year ended

31st March, 2014 31st March, 2013

Total Income 47475.95 41960.78

Total Expenditure 47283.66 41907.77

Profit before tax 192.28 53.00

Provision for tax 52.39 0.68

Profit after tax 139.88 52.33

Transfer to Reserve 139.88 52.33

Paid-up Share Capital 1549.66 1549.66

Reserves and Surplus (excluding revaluation reserve) 1221.42 1081.54

Earnings per share 0.90 0.44

Year in Retrospect

During the year under review, total income of the Company was Rs. 47,475.95 lac as against Rs. 41,960.78 lac in the previous year. The Company was able to earn a profit after tax of Rs. 139.88 lac for the year as against a profit of Rs. 52.33 lac. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors Report.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Companyhas occurred between the end of the financial year of the Company 31st March, 2014 and the date of this report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the BSE Ltd, is presented in a separate section forming part of the Annual Report.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under 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 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same. The Company has spent Rs 59,105/-.in the internal laboratory of the company for the quality testing of raw materials purchased and finished vanaspati/ refined oil purchased.

c. Export Activities: There was no export activity in the Company during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment rules, 2011, and hence no particulars are required to be disclosed in this Report.

Directors

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting. Consequently, Mr Abhey Goyal, Director will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013. Further as per Section 149(5) of the Companies Act, 2013 the Company is required to appoint Independent Directors under Section 149(4) within a period of one year from 1st April, 2014 i.e. the date of commencement of the said Section and Rules made thereunder. Since the Company had already appointed Mr Harsh Chander Kansal and Mr Hemant Kumar Bansal as Non-Executive Independent Directors subject to retirement by rotation in the past, in terms of Companies Act, 1956 and the Listing Agreement. The Board of Directors in their meeting held on August 14, 2014 after consideration has recommended to reappoint all the aforesaid Directors as Non-Executive Independent Directors within the meaning of Section 149 and 152 [including Section 149(10)] of the new Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation, for a term of 5 (five) consecutive years.

The term of appointment of Mr Sushil Goyal as Managing Director expired on 25th July, 2014. The Board of Directors in their meeting held on 26th July, 2014 re-appointed him for a fresh tenure of 3 years w.e.f. 26th July, 2014.

After the last Annual General Meeting, Mr Babu Lal Jain and Mr Bishan Goyal resigned from the board due to their pre-occupation. The Board takes this opportunity to place its gratitude for services rendered by him.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board/ Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

Your Directors recommend their appointment /re-appointment at the ensuing Annual General Meeting.

Auditors

M/s Tas Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible; offer themselves for re-appointment as Statutory Auditors for the financial year 2014-15. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, that their re- appointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such re-appointment under the provisions of applicable laws and also that there is no proceeding against them or any of their partners pending with respect to professional matter of conduct.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

Auditors'' Report

The observations of the Auditors, together with the notes to accounts referred to in the Auditors` Report, are self-explanatory and do not call for any further explanation from the Directors.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31st March, 2014 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Listing

The Equity shares of the Company are presently listed at BSE Ltd, Mumbai. The Company has already paid listing fees to the Stock Exchange for the financial year 2014-2015.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance, the Company has received from the Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For AJANTA SOYA LTD

Date : 14th August, 2014 SUSHIL GOYAL Place : New Delhi Chairman & Managing Director DIN: 00125275

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Mar 31, 2012

The Directors have pleasure in presenting the 21st Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS (Amount in Lacs)

Particulars Financial Year ended

31st March,2012 31st March, 2011

Total Income 37,045.82 30,228.02

Total Expenditure 36,998.71 30,148.86

Profit before tax 47.11 79.16

Provision for tax 25.84 32.83

Profit after tax 21.27 46.33

Transfer to Reserve - -

Paid-up Share Capital 1,189.66 1,189.66

Reserves and Surplus (excluding revaluation reserve) 885.21 863.94

Year in Retrospect

During the year under review, total income of the Company was Rs. 37,045.82 lacs as against Rs. 30,228.02 lacs in the previous year. The Company was able to earn a marginal profit after tax of Rs. 21.27 lacs for the year as against a profit of Rs. 46.33 lacs. During the year the Profit of the Company is lower due to exchange fluctuation. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director’s Report and should be read as part of this Directors Report.

Material Changes etc.

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March, 2012 and the date of this report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors’ Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under 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 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same. The Company has spent Rs. 47,267.00 in the internal laboratory of the company for the quality testing of raw materials purchased and finished vanaspati/ refined oil purchased.

c. Export Activities: There was no export activity in the Company during the year under review.

Particulars of Employees

During the financial year under review, none of the Company’s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment rules, 2011, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Company’s Articles of Association, Mr Babu Lal Jain and Mr Harsh Chander Kansal are liable to retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

Auditors

M/s Tas Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors' Report

Comments made by the Statutory Auditors in the Auditors’ Report are self-explanatory and do not require any further clarification.

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors’ Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31st March, 2012 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Bombay Stock Exchange. The listing fee for the financial year 2012-13 has already been paid to the Bombay Stock Exchange.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For AJANTA SOYA LTD

SUSHIL GOYAL Chairman & Managing Director

Date : 25th August, 2012 Place : New Delhi

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Mar 31, 2010

The Directors have pleasure in presenting the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS (Amount in Lacs)

YEAR ENDED YEAR ENDED

PARTICULARS 31/03/2010 31/03/2009

Net Sales 23,201.22 26,445.95

Profit on Commodities Futures - 251.09

Other Income 37.79 41.96

Increase/ (Decrease) in Stocks 79.09 (286.12)

Total Income 23,318.10 26,452.88

Total Expenditure 23,267.24 26,421.25

Profit before tax 50.86 31.63

Provision for tax 5.71 23.79

Profit after tax 45.15 7.84

Transfer to Reserve - -

Paid-up Share Capital 1189.66 1189.66

Reserves and Surplus (excluding revaluation reserve) 817.61 772.45

YEAR IN RETROSPECT

During the year under review, total income of the Company was Rs. 23318.10 lacs as against Rs. 26452.85 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 45.15 lacs for the year as against a profit of Rs. 7.84 lacs. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director’s Report and should be read as part of this Directors Report.

MATERIAL CHANGES ETC.

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2010 except that the Company has re- commenced its trading in Rice Segment since April 2010.

DIVIDEND

The Board of Directors of your Company have decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

CORPORATE GOVERNANCE

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors’ Certificate on compliance of Clause 49 of the Listing Agreement.

PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

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

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under 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 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same. The Company has spent Rs.122822.00 in the internal laboratory of the company for the quality testing of raw materials purchased and finished vanaspati/ refined oil purchased.

c. Export Activities: There was no export activity in the Company during the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO: (Amount in Rs Lacs)

2009-10 2008-09

Total Foreign Exchange Inflow

Total Foreign Exchange Inflow NIL NIL

Total Foreign Exchange outflow 4011.21 11047.91

i. Traveling expenses NIL NIL

ii. Purchase of Oil 4011.21 11047.91

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr Bishan Goyal and Mr Harsh Chander Kansal are liable to retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

AUDITORS

M/s Tas Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

AUDITORS REPORT

Comments made by the Statutory Auditors in the Auditors’ Report are self-explanatory and do not require any further clarification.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors’ Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31st March, 2010 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

STOCK EXCHANGE LISTING

The shares of the Company are listed on the Bombay Stock Exchange. The listing fee for the financial year 2010-11 has already been paid to the Bombay Stock Exchange.

The shares of the Company were listed on the Calcutta Stock Exchange also. The Company had filed application for delisting of shares from Calcutta Stock Exchange Association Ltd, which was approved by the Stock exchange vide letter no. CSE/LD/ 635/2010 dated. 10th June 2010.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board

For AJANTA SOYA LTD

Date : 17th August, 2010 SUSHIL GOYAL

Place : New Delhi Chairman & Managing Director

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Mar 31, 2009

The Directors have pleasure in presenting the Annual Repot of your Company together ivith the Audited Annual Accounts (or the financial year ended 31st March, 2009.

FINANCIAL HIGHLIGHTS(Amount in Lacs)

PARTICULARS YEAR ENDED YEAR ENDED 31/03/2009 31/03/2008

Net Sales 26445.95 28437.82

Profit on Sale of Investment -- 4.08

Profit on Commodities Futures 251.09 --

Other Income 41.96 43.97

lncrease/(Decrease) in Stocks (286.12) 291.62

Total Income 26452.88 28777.49

Total Expenditure 26421.25 28699.33

Profit before tax 31.63 78.16

Provision for tax 23.79 39.51

Profit after tax 7.84 38.65

Transfer to Reserve -- --

Paid-up Share Capital 1189.66 1189.66

Reserves and Surplus (excluding revaluation reserve) 772.45 764.60

YEAR IN RETROSPECT

During the year under review, total income of the Company was Rs. 26452.88 lacs as against Rs. 28777.49 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 7.84 lacs for the year as against a profit of Rs. 38.65 lacs. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Directors Report and should be read as part of this Directors Report.

MATERIAL CHANGES ETC.

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March, 2009 and the date of this Report.

DIVIDEND

The Board of Directors of your Company have decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

CORPORATE GOVERNANCE

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors Certificate on compliance of Clause 49 of the Listing Agreement.

PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

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

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under 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 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same. The Company has spent Rs. 2,12,849 in the internal laboratory of the company for the quality testing of raw materials purchased ana finished vanaspati/ refined oil purchased.

c. Export Activities: There was no export activity in the Company during the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO: (Amount in Rs Lacs)

2008-09 2007-08

Total Foreign Exchange Inflow NIL NIL

Total Foreign Exchange outflow 11047.91 5159.21

i. Traveling expenses NIL 1.63

ii. Purchase of Oil 11047.91 5157.58

Particulars of Employees

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting, Mr Abhey Goyai and Mr Babu Lal Jain were appointed as additional directors w.e.f 15th December, 2008. In terms of the provisions of the Companies Act, 1956, they hold office date of the ensuing Annual General Meeting. Their appointment as ordinary directors of the Company is placed before re members for consideration.

The Board recommends the resolution for adoption by the members. Mr Gagan Goyal and Mr Uahak Kansal resigned from the directorship of the Company w.e.f 15th December, 2008.

Mr Abhey Goyal, Director was appointed as a Whole Time Director of the Company with effect from 1st January, 2009 for a period of 3 years. His appointment is subject to the approval of the members of the Compam Appropriate resolution seeking your approval to the aforesaid appointments is appearing in the Notice convening the 18th A-nual General Meeting.

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr Satish Kumar

Singhal is liable to retire by rotation and being eligible offer himself for re-appointment. Directors -ecommend his re-appointment.

Auditors

M/s Tas Associates, Chartered Accountants, Statutory Auditors of the Company hold office unci the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors Report

Comments made by the Statutory Audtors in the Auditors Report are self-explanatory and do net require any further clarification.

Directors Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief^od according to the information and explanations obtained by them and save as mentioned elsewtiere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31st March, 2009 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis. Stock Exchange Listing

The shares of the Company are listed on the Bombay Stock Exchange and Calcutta Stock Exchange. Companys application for de-listing of its shares is pending with the Calcutta Stock Exchange.

The listing fee for the financial year 2009-10 has already been paid to the Bombay Stock Exchange. However, the same has not been paid to the Calcutta Stock Exchange in view of pending de-listing application with the Calcutta Stock Exchange.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued busness associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For AJANTA SOYA LTD

Date : 25th August, 2009 SUSHIL GOYAL

Place : New Delhi Chairman & Managing Director