Directors Report of JVL Agro Industries Ltd.

Mar 31, 2016

To,

The Members,

The directors have pleasure in presenting their 27th Directors'' Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2016.

Financial Highlights (Standalone)

During the year under review, performance of your company as under:

(Rupees in Crore)

Particulars	Year ended 31st March 2016	Year ended 31st March 2015
Sales and other Income	4116.16	4409.68
Profit before Depreciation (including exceptional item)	75.11	81.72
Depreciation	17.90	16.24
Profit after depreciation	57.21	65.48
Provision for taxation	4.45	4.86
Add: MAT Credit	0.00	0.00
Profit after Tax	52.76	60.62
Less:
Previous year''s Income/Expenses	0.00	0.00
Profit after previous year''s adjustments	52.76	60.62
Add: Credit Balance
Profit Brought forward from previous year	290.67	234.21
Add:
Transfer from Investment allowance reserve	0.00	0.00
	343.43	294.83
Provision for Dividend	1.68	3.36
Provision for Dividend Tax	0.34	0.67
Transfer to General Reserve	1.00	2.00
Deferred Tax	5.17	(2.01)
Income Tax for earlier years	0.00	0.00
Transfer to Capital Reserve	35.62	0.25
Provision	0.00	(0.20)
Depreciation adjustment	0.00	0.09
Credit Balance Carried Over to Balance Sheet	299.62	290.67
	343.43	294.83

State of Company''s Affairs and Future Outlook

In the financial year 2015-16, your Company''s sales declined by 6.67%. This was due to the fact the Company has been concentrating on its branded sales & there is constant strategic reduction in traded sales by approx 36%. Despite this, the Company''s branded sales have increased by 1.57% from Rs.3433.89 cr. to Rs.3487.88 cr. The total revenue of t he financial year 2015-16 is Rs.4116.16 Crore. As far as the half-yearly trend is concerned, the turnover of the Company (including exceptional item) for the first half year period ended as on September 30, 2015 is Rs.2135.26 Crore which was Rs.2389.35 Crore in the same period in financial year 2013-14. Profit after tax for the year under review is Rs.47.59 Crore (including exceptional item). EBIDTA for the year 2014-15 was Rs.123.79 Crore and it increased to Rs.139.61 crore in year 2015-16 i.e. by (12.78%). Further the Cash profit decreased from Rs.78.87 Crore in the year 2014-15 to Rs.65.49 crore.

Transforming Organization

During the year under review your Company for the first full year did the production from the rice mill in Bihar; the revenue contribution from the rice was amounting to Rs.48.37 crores during the year 2015-16 which is a healthy sign of this potential business. Further, the group has been working on developing the Mega Food Park in Bihar in accordance with the final approval of the Ministry of Food Processing Industries, New Delhi.

Dividend

Your Directors are pleased to recommend a final dividend of Rs.0.10 per equity shares of face value Rs.1.00 which is provided for in the accounts absorbing a sum of Rs.2.02 crore (including a Dividend Distribution Tax of Rs.0.34 crore) if approved by the members in the ensuing Annual General Meeting.

Amounts Transferred to Reserves

The Board of the company recommends carrying Rs.1.00 crore to the General Reserves (previous year also Rs.2.00 crore was carried over to this reserve).

Changes in Share Capital, if any

During the Financial Year 2015-16, the paid-up share capital of the Company has been Rs.16.79 crores. However, vide approval of the members in the Extra Ordinary General Meeting held on March 31, 2016 the Authorized Share Capital has been increased from Rs.22.55 crore to Rs.30.26 and for this purpose the unissued preference share capital has been cancelled and at its place equity shares have been created of equal amount. Extract of Annual As per provided in Section 92(3) and 134(3)(a) of the Companies act, 2013 an extract of Annual Return, in prescribed format MGT -9, for the Financial Year 2015-16 has been enclosed with this report as Annexure - I.

Directors and Key Managerial Personnel

Pursuant to the provisions of sub section (6) & (7) of Section 152 of the Companies Act, 2013 Mr. Adarsh Jhunjhunwala (DIN 01602305) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered himself for reappointment. Relevant details pertaining to them are provided in the notice of the Annual General Meeting. None of the directors resigned during the period under review.

Mr. Kanhaiya Lal Goenka (DIN No. 00213066) has ceased to be director of the Company w.e.f. 29th March 2016 and at his place Mr. Brajesh Kumar Misra (DIN 07483516) was appointed as Additional Independent Non-Executive Director of the Company w.e.f. 2nd May 2016. Further, due to resignation of Mr. Deepak Kumar Chopra from the designation of Chief Executive Officer, the Board has given Mr. Satya Narayan Jhunjhunwala the additional charge of CEO w.e.f. 2nd May 2016.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations 2015.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes the criteria for performance evaluation of the Non-Executive and Executive Directors.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the corporate governance requirement as prescribed by the SEBI (LODR) Regulations 2015.

The performance of the Board and Committees was evaluated by the Board after seeking inputs from all the Directors/Committee Members on the basis of the criteria such as the Board/Committee meetings, attendance, information and functioning.

The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings & attendance. The Chairman, Managing Director & Whole Time Director was also evaluated on the key aspects of their respective roles.

Pursuant to section 178(3)(4) of the companies act, 2013 have been incorporated in Corporate governance report. Members are requested please refer to the Corporate Governance report.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman were evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

Particulars of Contracts or Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. During the year, the Company had entered into contracts/arrangements/transactions with few of its group & subsidiary Companies which were not material under provisions of Section 188 of the Companies Act, 2013 and for which the Company had obtained prior clearance from the Audit Committee, Board and Shareholders as required under the Act and rules made there under. The relevant disclosure for the transactions with related party have been made in the Standalone Audited Financial Statements under Note 43. Information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC - 2 and the same forms part of this report.

Your directors draw attention of the members to note 43 to the financial statement which set out related party.

AUDITORS & AUDITORS'' REPORT

The Statutory Auditors of the Company, M/s Singh Dikshit & Co., Chartered Accountants, Varanasi (FRN 007555C) hold office as such till the conclusion of the ensuing Annual General Meeting of the Company and have shown their unwillingness for re-appointment. Accordingly, the management had invited and received applications from auditor firms & has proposed to appoint M/s Sparsh & Co. Chartered Accountants, Varanasi (FRN 013070C) as its Statutory Auditors for the financial year 2016-17 subject to consent of Shareholders. The new audit firm has also confirmed that their appointment, if made, will be within the limits prescribed under Section 141 of the Companies Act, 2013.

The Board has duly reviewed the Statutory Auditors'' Report on the accounts. The observations and comments appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation/comments/clarification of the Board.

Details of Subsidiary, Joint Venture or Associates

JVL Overseas Pte. Ltd. is a wholly-owned subsidiary of the Company based in Singapore. During the year the turnover of the subsidiary was Rs 432.52 crores and cost of sales was Rs 432.00 crores leaving a net profit after tax of Rs 1.39 crores.

Internal Control System and Risk Management Framework

Section 177(4) of the Companies Act, 2013 mandates Audit Committee to evaluate internal financial controls & risk management system of the Company. The Board has laid down the procedure to inform the Board Members about the risk assessment and minimisation on periodical basis.

The Internal Control System of the Company is commensurate with the size, scale and complexity of its operations. These are constantly revised and strengthened. Internal Auditors carry out audit at regular intervals and submit their report to the Audit Committee. Internal Audit plays a key role in providing an assurance to the Board and value adding advisory service to the business operations. Pursuant to Section 138 of Companies Act, 2013 M/s Anil Rai & Associates, Chartered Accountants (Varanasi) have been appointed as Internal Auditor of the Company for the FY 2016-17.

Secretarial Audit Report

As required under Section 204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 M/s Adesh Tandon & Associates has submitted its Secretarial Audit Report in prescribed format MR 3 pertaining to the financial year ended 31st March 2016 to the Board and copy of the same is attached as Annexure III to the Directors'' Report.

The Board has duly reviewed the Secretarial Audit Report.

The director wishes to explain that (i) due to lack of clarity of interpretation, Form MGT-7 was signed by Practicing Company secretary of 2015 (ii) MGT 14 has been filed with the delayed fees (iii) in view of various interpretations of cost audit as well as its rules the report could not be filed, however the efforts are being taken to do the same as soon as possible (iv) in view of the old details and lack of availability of instantaneous information from the bank, the transfer to investor protection fund of the pending amount, has not been done in time. However the management is committed to ensure the compliance thereof in the current year (v) the observations on the comments of the secretarial auditor for the secretarial audit ended on 31.03.2015 did not appear in the directors report due to printing error at the part of printer (vi) financial results have been signed by Managing director/Whole Time Director, Mr. S.N. Jhunjhunwala who is designated as CEO w.e.f 02.05.2016 hence it is within the compliance in accordance with the LODR (vii) the management is identifying the reliable agencies for spending of CSR and it is likely that in the current year same shall be done.

Disclosure on Establishment of a Vigil Mechanism

The Board has adopted the Vigil Mechanism (Whistle Blower Policy). Copy of the said policy is available on the website of the Company www.jvlagro.com. This policy is formulated to provide a secure environment and to encourage the individuals to report unethical, unlawful or improper practices, acts or activities that may be taking place in the Company and to prohibit senior managerial personnel from taking any adverse action against those individuals who report such practices in good faith. This policy is framed in accordance with the provisions of Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 entered by the Company with stock exchanges. The Audit Committee of the Company reviews the functioning of the Vigil Mechanism on regular basis.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India. As required by SEBI (LODR) Regulations, 2015, a detailed report on Corporate Governance is separately annexed to the Annual Report. The Statutory Auditor''s certificate on compliance with Corporate Governance requirements is attached to the Corporate Governance Report.

Also, the declaration by CEO/CFO that the Board Members and SMPs have complied with the Code of Conduct is annexed with the Corporate Governance Report forming part of Directors Report.

System for Prevention of Sexual Harassment of Women at Workplace

The Company has in place the system for prevention of sexual harassment of women at workplace in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 notified by the Ministry of Women & Child Development. This system prohibits, prevents or deters the commission of acts of sexual harassment of women at workplace and adequate procedures are in place for redressal of complaints pertaining to sexual harassment. The Internal Audit Committee of the Company is authorized to investigate the cases of sexual harassment of women at workplace.

During the year under review no complaints have been received from any of the women employees from any location or unit of the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Fraud Reporting (Required by Companies Amendment Bill, 2014)

During the year under review no fraud was noted by the Audit Committee and/or the Board having material impact on the Company & hence no reporting was made to the concerned authority.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report .

Corporate Social Responsibility (CSR) Policy

As required under Section 135 of Companies Act, 2013, the Corporate Social Responsibility Committee, as a sub-committee of the Board was formulated during the year. The Committee comprises Mr. Mahesh Kedia, Mr. S.N. Jhunjhunwala and Mr. Adarsh Jhunjhunwala. The Committee, inter alia, frames CSR policy for the Company and monitors & supervises the progress of Company in CSR initiatives as per the approved policy document. The Company has been disclosed on the website of the company www.jvlagro. com.

The Committee met once during the year. There was no change in the composition of the Committee during the year 2015-16 which is as follows:

S. Name of the Member Category of Status In No. Directorship Committee
1	Mr. Mahesh Kedia	NED/ID	Chairman
2	Mr. S.N. Jhunjhunwala	MD/PD/ED	Member
3	Mr. Adarsh Jhunjhunwala	WTD/PD/ED	Member
4	Mr. Kartik Agrawal	Company Secretary	Secretary

The details of initiatives undertaken on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility) Policy Rules, 2014.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit /loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

Other Disclosures Number of Board Meetings

During the Financial Year 2015-16, twenty one meetings of the Board of Directors of the company were held. Details of which have been provided in the Corporate Governance Report forming part of this Annual Report.

Particulars of Loan, Guarantees and Investments under Section 186

During the period under review your Company has not provided any loan, guarantee & made investments u/s 186 of the Companies Act, 2013.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential right as to dividend, voting or otherwise

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme of Employee Stock Options.

3. Neither the Managing Director nor the Whole Time Director is in receipt of any remuneration/commission from the subsidiary of the Company.

4. The Company has neither received nor repaid any deposit during the year.

5. No significant or material order were passed by the Regulators or courts or Tribunals which would impact the going concern status and Company''s operations in future.

6. There was no change in nature of business.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed are provided in Annexure V to this report.

Particulars of Employees and Related Disclosures.

None of the directors/employees of the Company were in receipt of remuneration exceeding the level as prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Other Committees:

The details pertaining to the composition of Audit Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee, and Stakeholders'' Relationship Committee are included in the Corporate Governance Report which forms part of the Annual Report.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support.

For and on behalf of the Board of Directors

Place: Varanasi Adarsh Jhunjhunwala Satya Narayan Jhunjhunwala

Date: 29.11.2016 (Director) (Managing Director)

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Mar 31, 2015

The directors have pleasure in presenting their 26th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended March 31, 2015.

Financial Highlights (Standalone)

During the year under review, performance of your Company was as under:

(Rs,in Crores)

Particulars Year ended Year ended March 31, 2015 March 31, 2014

Sales and other Income 4409.68 4354.91

Profit before depreciation 81.72 88.77

Depreciation 16.24 18.75

Profit after depreciation 65.48 70.02

Provision for taxation 4.86 3.16

Add: MAT Credit 0.00 0.00

Profit after tax 60.62 66.86 Less:

Previous year's Income / Expenses - -

Profit after previous year's adjustment 60.62 66.86

Add: Credit Balance

Profit brought forward from previous year 234.21 201.41

Add:

Transfer from Investment Allowance Reserve - -

294.83 268.27

Provision for Dividend 3.36 3.36

Provision for Dividend Tax 0.67 0.57

Transfer to General Reserve 2.00 2.00

Deferred Tax (2.01) 5.60

Income Tax for earlier years 0.00 0.00

Transfer to Capital Reserve 0.25 22.33

Provision (0.20) 0.20

Depreciation Adjustment 0.09

Credit Balance carried over to Balance Sheet 290.67 234.21

294.83 268.27

State of Company's Affairs and Future Outlook In the financial year 2014-15, your Company's sales rose by 1.23%. This was due to the fact of fall in oil prices. Despite this, the Company could achieve all time high sales of H4403.88 Crore. The total revenue of the financial year 2014-15 is H4409.68 Crore which was H4354.91 Crore in the financial year 2013-14. There is a growth of 1.26%. As far as the half-yearly trend is concerned, the turnover of the Company for the first half year period ended as on September 30, 2014 is H2389.35 Crore which was H2021.00 Crore in the same period in financial year 2013-14. We can see that the Company performed quite well in the financial year 2014-15. Profit after tax has also gone up from H61.26 Crore in 2013-14 to H62.63 Crore in the year 2014-15. EBIDTA for the year 2013-14 was H123.97 Crore and decreased to H123.79 Crore in year 2014-15 i.e. by (0.15%). Further the Cash profit also decreased from H80.01 Crore in the year 2013- 14 to H78.87 Crore in the year 2014-15.

Evolution from Edible Oil Company to FMCG Organization

During the year under review your Company embarked its journey from an edible oil Company to an FMCG Company by commencing production from its rice mill in Bihar. The production from the rice mill could only start in the month of December, 2014; the revenue contribution from the rice was marginal amounting to H4.43 crores during the year 2014-15. Your directors assure you that in this financial year 2015-16 when the rice mill will operate for entire twelve months it shall make healthy contribution to the revenue of the Company. Further, the group has received final approval from the Ministry of Food Processing Industries, New Delhi for setting-up a Mega Food Park in District Rohtas, Bihar. During the FY 2015-16 your directors expect commencement of construction of the Mega Food Park.

Dividend

Your Directors are pleased to recommend a final dividend of H0.20 per equity shares of face value of H1.00 which is provided for in the accounts absorbing a sum of H4.03 crore (including a Dividend Distribution Tax of H0.67 crore) if approved by the members in the ensuing Annual General Meeting.

Amounts Transferred to Reserves The Board of the Company recommends carrying H2.00 crore to the General Reserves (previous year also H2.00 crore was carried over to this reserve).

Changes in Share Capital, if any During the Financial Year 2014-15, the paid-up share capital of the Company has been H16.79 crores and no change was made to the share capital.

Extract of Annual Return

As per provided in Section 92(3) and 134(3)(a) of the Companies Act, 2013 an extract of Annual Return, in prescribed format MGT -9, for the financial year 2014-15 has been enclosed with this report as Annexure - I.

Directors and Key Managerial Personnel Pursuant to the provisions of sub section (6) & (7) of Section 152 of the Companies Act, 2013 Mr. Dina Nath Jhunjhunwala (DIN 00189195) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered himself for reappointment. Relevant details pertaining to them are provided in the notice of the Annual General Meeting. None of the directors resigned during the period under review.

Mrs. Anju Jhunjhunwala (DIN No.00189221) was appointed as Additional Non-Independent Non-Executive Director of the Company on August 25, 2014 and was confirmed as Director by the members in the Annual General Meeting dated September 22, 2014. During the year under review, the Company also appointed Mr. Kartik Agrawal as Company Secretary with effect from July 04, 2014. The Board also designated Mr. Deepak Kumar Chopra as the CEO & Mr. R.C. Garg as the Chief Finance Officer in its meeting dated August 25, 2014.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes the criteria for performance evaluation of the Non-Executive and Executive Directors.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the corporate governance requirement as prescribed by the Securities and Exchange Board of India (SEBI) under clause 49 of the Listing Agreement.

The performance of the Board and Committees was evaluated by the Board after seeking inputs from all the Directors/Committee Members on the basis of the criteria such as the Board/Committee meetings, attendance, information and functioning.

The nomination and remuneration committee and the Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings & attendance. The Chairman, Managing Director & Whole Time Director was also evaluated on the key aspects of their respective roles.

Pursuant to section 178(3)(4) of the Companies Act, 2013 have been incorporated in Corporate governance report. Members are requested please refer Corporate Governance export.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman were evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

Particulars of Contracts or Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had entered into contracts/arrangements/ transactions with few of its group & subsidiary companies which were considered material in accordance with Clause 49 of the Listing Agreement and under provisions of Section 188 of the Companies Act, 2013 and for which the Company had obtained prior approval of Audit Committee, Board and Shareholders as required under the Act and rules made there under. The relevant disclosure for the transactions with related party have been made in the Standalone Audited Financial Statements under Note 45. Information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC – 2 and the same forms part of this report.

Your directors draw attention of the members to note 45 to the financial statement which set out related party.

Auditors & Auditors' Report

The Statutory Auditors of the Company, M/s Singh Dikshit & Co., Chartered Accountants, Varanasi (FRN 007555C) hold office as such till the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their willingness and eligibility for re-appointment. They have also confirmed that their re-appointment, if made, will be within the limits prescribed under Section 141 of the Companies Act, 2013.

The Board has duly reviewed the Statutory Auditors' Report on the accounts. The observations and comments appearing in the Auditors' Report are self-explanatory and do not call for any further explanation/comments/clarification of the Board.

Details of Subsidiary, Joint Venture or Associates JVL Overseas Pte. Ltd. is a wholly-owned subsidiary of the Company based in Singapore. During the year the turnover of the subsidiary was H578.33 crores and cost of sales was H575.61 crores leaving a net profit after tax of H1.23 crores.

Internal Control System and Risk Management

Framework

Section 177(4) of the Companies Act, 2013 mandates Audit Committee to evaluate internal financial controls & risk management system of the Company. The Board has laid down the procedure to inform the Board Members about the risk assessment and minimization on periodical basis.

The Internal Control System of the Company is commensurate with the size, scale and complexity of its operations. These are constantly revised and strengthened. Internal Auditors carry out audit at regular intervals and submit their report to the Audit Committee. Internal Audit plays a key role in providing an assurance to the Board and value adding advisory service to the business operations. Pursuant to Section 138 of Companies Act, 2013 M/s Mukul Shah & Associates have been reappointed as Internal Auditor of the Company for the FY 2015-16.

Secretarial Audit Report

As required under Section 204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 M/s Namita Ujwal & Associates has submitted its Secretarial Audit Report in prescribed format MR 3 pertaining to the financial year ended March 31, 2015 to the Board and copy of the same is attached as Annexure III to the Directors' Report.

The Board has duly reviewed the Secretarial Audit Report. The Secretarial Auditors' Report does not contain any qualifications or reservations.

Disclosure on Establishment of a Vigil Mechanism The Board has adopted the Vigil Mechanism (Whistle Blower Policy) w.e.f. August 25, 2014. This policy is formulated to provide a secure environment and to encourage the individuals to report unethical, unlawful or improper practices, acts or activities that may be taking place in the Company and to prohibit senior managerial personnel from taking any adverse action against those individuals who report such practices in good faith. This policy is framed in accordance with the provisions of Section 177 of the Companies Act, 2013 and clause 49 of the listing agreement entered by the Company with stock exchanges. The Audit Committee of the Company reviews the functioning of the Vigil Mechanism on regular basis. For detailed policy please visit www.jvlagro.com.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India. As required by Clause 49X of the Listing Agreement, a detailed report on Corporate Governance is separately annexed to the Annual Report. The Statutory Auditor's certificate on compliance with Corporate Governance requirements is attached to the Corporate Governance Report.

Also, the declaration by CEO/CFO that the Board Members and SMPs have complied with the Code of Conduct is annexed with the Corporate Governance Report forming part of Directors Report.

System for Prevention of Sexual Harassment of

Women at Workplace

The Company has in place the system for prevention of

sexual harassment of women at workplace in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 notified by the Ministry of Women & Child Development. This system prohibits, prevents or deters the commission of acts of sexual harassment of women at workplace and adequate procedures are in place for redressal of complaints pertaining to sexual harassment. The Internal Audit Committee of the Company is authorized to investigate the cases of sexual harassment of women at workplace.

During the year under review no complaints have been received from any of the women employees from any location or unit of the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Fraud Reporting (Required by Companies

Amendment Bill, 2014)

During the year under review no fraud was noted by the Audit Committee and/or the Board having material impact on the Company & hence no reporting was made to the concerned authority.

Management Discussion and Analysis Report Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

Corporate Social Responsibility (CSR) Policy As required under Section 135 of Companies Act, 2013, the Corporate Social Responsibility Committee, as a sub-committee of the Board was formulated during the year. The Committee comprises Mr. Mahesh Kedia, Mr. S.N. Jhunjhunwala and Mr. Adarsh Jhunjhunwala. The Committee, inter alia, frames CSR policy for the Company and monitors & supervises the progress of Company in CSR initiatives as per the approved policy document. For detailed policy please visit www.jvlagro.com.

The Committee met once during the year. The composition of the Committee during the year 2014-15 category of directors in the Committee and their status is given below:

S. No. Name of the Member Category of Directorship Status In Committee

1 Mr. Mahesh Kedia NED/ID Chairman

2 Mr. S.N. Jhunjhunwala MD/PD/ED Member

3 Mr. Adarsh Jhunjhunwala WTD/PD/ED Member

4 Mr. Kartik Agrawal Company Secretary Secretary

The details of initiatives undertaken on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility) Policy Rules, 2014.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit /loss of the Company for that period;

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

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

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

f) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

Other Disclosures

Number of Board Meetings

During the Financial Year 2014-15, twenty two meetings of the Board of Directors of the Company were held. Details of which have been provided in the Corporate Governance Report forming part of this Annual Report.

Particulars of Loan, Guarantees and Investments under Section 186

During the period under review your Company has provided loan, guarantee & made following investments u/s 186 of the Companies Act, 2013:

Details of Guarantee / Security Provided:

SL Details of recipient Amount Purpose for which the security/ guarantee is No proposed to be utilized by the recipient

1. JVL Overseas Pte. Ltd., USD 6 For opening trading account for trading in Singapore (Wholly Owned Million commodities & international currencies Subsidiary of the Company) with Macquarie Bank Ltd., Australia



Details of recipient Date of BR Date of Commission SR (if any)

JVL Overseas Pte. Ltd 24/10/2014 N.A. N.A. Singapore (Wholly Owned subsidiary of the company

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential right as to dividend, voting or otherwise

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme of Employee Stock Options.

3. Neither the Managing Director nor the Whole Time Director is in receipt of any remuneration/commission from the subsidiary of the Company.

4. The Company has neither received nor repaid any deposit during the year.

5. No significant or material order were passed by the Regulators or courts or Tribunals which would impact the going concern status and Company's operations in future.

6. There was no change in nature of business

Material Changes Affecting the Financial Position of the Company JVL Group has received final approval from the Ministry of Food Processing Industries, New Delhi to set-up a Mega Food Park, under the Company JVL Mega Food Park Pvt. Ltd. in Jorawarpur, Dist. Rohtas, Bihar.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed are provided in Annexure V to this report.

Particulars of Employees and Related Disclosures.

None of the directors/employees of the Company were in receipt of remuneration exceeding the level as prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - VI.

Other Committees:

The details pertaining to the composition of Audit Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee, and Stakeholders' Relationship Committee are included in the Corporate Governance Report which forms part of the Annual Report.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support

For and on behalf of the Board of Directors

Adarsh Jhunjhunwala S.N. Jhunjhunwala

(Whole Time Director) (Managing Director)



Place : Varanasi

Date : August 25, 2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended on March 31, 2014.

Financial Performance (Rs. In Crore)

Year Ended Previous Year March 31, 2014 March 31, 2013

Sales and other Income 4354.91 3817.34

Profit before depreciation 88.77 87.43

Depreciation 18.75 10.21

Profit after depreciation 70.02 77.22

Provision for taxation 3.16 10.91

Add: MAT Credit 0.00 0.00

Profit after tax 66.86 66.31

Less:

Previous year''s Income / Expenses

Profit after previous year''s adjustment 66.86 66.31

Add: Credit Balance

Profit brought forward from previous year 201.41 171.96

Add:

Transfer from Investment Allowance Reserve 268.27 238.27

Provision for Dividend 3.36 2.88

Provision for Dividend Tax 0.57 0.47

Transfer to General Reserve 2.00 5.00

Deferred Tax 5.60 5.94

Income Tax for earlier years 0.00 0.00

Transfer to Capital Reserve 22.33 22.57

Provision 0.20 -

Credit Balance carried over to Balance Sheet 234.21 201.41

268.27 238.27

Appropriations Dividend

Your Directors are pleased to recommend a dividend of 20 % (previous year dividend 20%), subject to the approval of the shareholders at the Annual General Meeting, for fully paid-up equity shares of H1.00 each, amounting to H3.66 Crore (previous year dividend H2.88 Crore). The tax on distributed profits payable on this dividend is H0.57 Crore (previous year H0.47 Crore) making the aggregate distribution to H3.93 Crore (previous year H3.35 Crore). The proposed dividend will be tax-free in the hands of the shareholders.

Transfer to Reserves

The Board recommended a transfer of H2.00 crores to the General Reserve (previous year H5.00 Crore).

Performance in the year 2013-14

In the financial year 2013-14, the Company performed unexpectedly. The Company crossed its top line target of H4400.00 Crore. The total revenue of the financial year 2013-14 is H4405.31 Crore which was H3837.38 Crore in the financial year 2012-13. There is a growth of 14.80%. The revenue of all the four quarters of 2013-14 surpassed the corresponding period of the last financial year 2012-13. As far as the half-yearly trend is concerned, the turnover of the Company for the first half year period ended as on September 30, 2013 is H2021.00 Crore which was H2019.33 Crore in the same period in financial year 2012-13. We can clearly see that the Company performed tremendously well in the financial year 2013-14. Profit after tax has also gone up from H60.37 Crore in 2012-13 to H61.26 Crore in the year 2013-14. EBIDTA for the year 2012-13 was H111.56 Crore and increased to H123.97 Crore in year 2013- 14 i.e. by 11.12%. Further the Cash profit also increased from H70.58 Crore in the year 2012-13 to H80.01 Crore in the year 2013-14.

Current Performance

The Company is moving aggressively on its sales and marketing efforts and reaching out to bigger population in line with its plan to become a pan-India company. It continues to follow the policy of perpetual technological upgradation. The Company is ISO 9001:2008-certified in recognition of the organisation''s quality system.

Annual General Meeting

The Annual General Meeting of the Company will be held on 22.09.2014 at 11.00 A.M. at ''Hotel Gateway (Taj)'', Nadesar, Varanasi (U.P.) to transact the businesses as specified in the Notice of the meeting.

Expansion Plans

1. Your company is in the process of getting the final approval from the Ministry of Food Processing for its proposed food park on 80acres in Bihar. The company will set-up units related to the FMCG space in this food park.

2. The company proposes to set-up a 500 metric tonnes per day plant in Ethiopia. This will be a big step for the company to start it''s work in Africa which is the next big area of growth.

3. Your company is in the process of buyng a land in North-East to set-up an edible oil refinery of 750 MTPD.

4. The sunflower oil processing plant of the company in West Bengal (Haldia) should start production in the next quarter. This will be in addition to the portfolio of soybean, mustard, cotton, palm and vanaspati oils of the company.

5. Your company will start it''s rice mill in the full fledged manned from this season of paddy production in Bihar from third quarter of financial year 2014-15 onwards.

6. Your Company is in the process of buying land in Gujarat to set-up a refinery of 1000 MTPD (with captive power plant) based on palm oil and Soyabean oil.

7. Other FMCG products will be introduced among the consumers leveraging the capacity of the existing marketing channel of the Company.

8. Your Company has also launched sunflower oil in the premium segment.

9. Your Company is also inclined to come up with more of high value added premium products.

Secretarial Audit

As directed by Securities and Exchange Board of India (SEBI) secretarial audit is being carried out at the specified periodity by a practicing Company secretary. The findings of the secretarial audit were satisfactory.

Human Resources

The Company''s comprehensive HR policy interalia provides manpower training and development, keeping in mind the growing requirement for custom trained manpower at its new initiatives. The Company''s factory at Naupur is used as a training ground for technical manpower. The employees are also sent to the Company''s other units for training which helps in reducing manpower costs, avoids poaching of the Company''s manpower, and develops a sense of belonging among the Company employees, resulting in employee satisfaction and a high employee retention rate.

The Company''s office is fully computerized. The new recruits are trained with an ERP system when they join, bringing out their true potential. The Company hires engineers, ITIs, MBAs, among others, for internal training and then positions them at the Company''s other locations. The management interacts regularly with staff members to understand their needs and problems and to create a suitable working environment.

The Company promotes employees working in the lower order on a regular basis, and also transfers them to other branches to enable them to undertake more challenging roles, resulting in employee growth and development. The Company provides accommodation to employees whom needed and takes appropriate efforts to make them feel at home.

The Company conducts various sporting activities and celebrates Independence day and Republic day. These initiatives help boost employee morale and create a cordial environment. The senior management participates in various training programmes and attends conferences to update their knowledge base, in turn providing better value to the Company. These proactive measures resulted in an improved performance and a reduction in employee turnover.

The Company is planning on developing a recreation centre for employees and their families in Varanasi, along with a state-of- the-art guest house for employees travelling to the head office from the various offices/units.

Capital and Borrowings

During the year, there was no change in the paid-up equity share capital of the Company. Thus the paid up equity share capital of the company stands at Rs.16,79,40,000 divided into 16,79,40,000 equity shares of Rs.1/- each.

During the year 2013-14, the Company availed credit facilities from State Bank of India, State Bank of Bikaner & Jaipur, State Bank of Hyderabad, State Bank of Travancore and Standard Chartered Bank for its Varanasi and Alwar (Rajasthan) unit, under the consortium arrangement. The Company also availed credit facilities from consortium led by State Bank of India for the units in Bihar. The total outstanding long-term loans from banks/ financial institution/others as on March 31, 2014 is Rs.107.28 Crore (previous year Rs.127.94 Crore). The gross fixed assets increased by Rs.74.48 Crore representing capital expenditure on setting up new projects, expansion of existing manufacturing facility, research and development facility, other maintenance capital expenditure and for technological upgradation. The Company had cash and cash equivalents aggregating to Rs.439.32 Crore as on March 31, 2014, as against Rs.323.73 Crore as on March 31, 2013. This increase is largely on account of increase in cash generated from operating activities. The Company has sufficient financial flexibility, in terms of available cash and cash equivalents and committed facilities from banks/financial institution to finance the future growth plans and capitalise on emerging opportunities.

Cash Flow Statement

In accordance with the requirement of Clause 32 of Listing Agreement of the stock exchange cash flow statement duly verified by the Auditors together with their certificate is annexed hereto.

Statutory Auditors

M/s Singh Dikshit & Co., Chartered Accountants, Varanasi, U.P., Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s Singh Dikshit & Company, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

Auditors Reports

The notes to the accounts referred to in the Auditors'' Report have been explained in note schedule of the Audited accounts. Your directors however like to briefly clarify the auditors'' qualification as follows:

A. The Company has a large network of suppliers dealing with raw material, packing materials, among others, catering to the Company and buyers of its finished products. Hence it is not possible to get confirmation from each and every party therefore the Auditors has qualified the same.

B. The Company has not made provision for diminution in the value of long-term investments and it is of the opinion that the fall in the value of such investments is not of permanent nature.

C. The salary and wages include payment of remuneration of H20.00 lacs to Mr. D.N. Jhunjhunwala, Chairman, H25.00 lacs to Mr. S. N. Jhunjhunwala, Managing Director and H19.00 lacs to Mr. Adarsh Jhunjhunwala, Wholetime Director of the Company.

D. Advances given to Mr. D. N. Jhunjhunwala and Mr. S. N. Jhunjhunwala are pertaining to the Company.

E. Other observations made in the Auditors'' Report are self- explanatory therefore do not call for further comments under Section 217 of the Companies Act, 1956.

F. The contingent liability mentioned in Note No.18 are payable only on the basis of legal pronouncement made by the different authorities previously.

G. The Company maintained cost records under Section 209(1) (d) of the Companies Act, 1956.

Particulars of the Employees

Company''s (Particulars of Employees) Rules, 1975 as amended read with section 217(2A) of the Companies Act, 1956 are not applicable to the Company as there are no employees drawing the minimum salary envisaged in the rules.

Audit Committee

Pursuant to the requirement under section 292(A) of the Companies Act, 1956, an Audit Committee was constituted. The Committee comprises Mr. D. N. Jhunjhunwala, Dr. S. K. Dikshit and Mr. Mahesh Kedia, Directors of the Company.

Directors Responsibility Statement

The Board of Directors of the Company confirms:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

B. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as on March 31, 2014 and profit of the Company for the year ended on that date.

C. That the proper and sufficient care has been taken for the maintenance of adequate accounting records and are in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and others. D. That the assumption of going concern is followed.

Directors'' Re-Appointment

Mr.Kanhaiya Lal Goenka, Mr.Mahesh kedia, Mr. Shashi Kant Dikshit and Mr. Harsh Agarwal are Independent Directors of the Company who are liable for retire by rotation as per old Companies Act, 1956. The necessary resolutions for their appointment as Independent Directors under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold office for a term of 5 (five) consecutive years up to 31st March, 2019 are contained in the notice for your approval.

Mr. Adarsh Jhunjhunwala is the Director, retiring by rotataion in pursuance of section 152 of the Companies Act, 2013 and being eligible offer himself for re-appoiment

Listing of Shares

The equity shares of the Company continue to be listed during the year under review at the National Stock Exchange, Bombay Stock Exchange, Mumbai, Uttar Pradesh Stock Exchange Association Ltd., Kanpur, and Delhi Stock Exchange Limited, New Delhi. The annual listing fees of each of these stock exchanges were paid on due date.

Corporate Governance

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance is included Annexure II to the Director''s Report in the annual report and your Directors affirm that the Company has, during the year under review, complied with the conditions of Clause 49 of the Listing Agreement.

Management discussion and analysis

As required by Clause 49 of the Listing Agreement, the detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the management discussion and analysis section which forms a part of the annual report.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings

As required u/s 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information on conservation of energy, technology absorption and foreign exchange earnings and out go are given in Annexure I forming part of this report.

Corporate Social Responsibility

During the year, your directors have constituted the corporate social responsibility committee comprising Mr. Mahesh Kedia as the chairman and Mr. Adarsh Jhunjhunwala And S.N. Jhunjhunwala as other members. The said committee has been entrusted with the responsibility of formulating and recommending to the board, a Corporate Social responsibility (CSR Policy ) indicating the activities to be undertaken by the company. Monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

Education

Two schools are operated for educating the impoverished and social upliftment in and around the area of operations – first, Prahlad Rai Jhunjhunwala Saraswati Shishu Mandir with 400 students close to the Varanasi unit

And the second Hari Vidhya Mandir Higher Secondary School with 300 students proximate to the site of the Company''s proposed SEZ (being developed by one of the Group companies).

Both schools are affiliated to the UP Board and funded by the Company. JVL also provides scholarships to deserving students. The company bought more buses to pick the children from remote places and bring them to study at these two school, so that it can spread the message of education and help the needy who cannot afford to travel to its school every day.

Health

It plans to adopt a hospital in the village near the plant to cater to the medical needs of the residents. This initiative is in the process of getting started and the management is currently engaged in formalities to obtain clearance. The Company is trying to provide medical facilities to the village, which will eliminate the need to travel to towns for medical aid and treatment. The Company also provides drinking water to locals and laborers at the Haldia refinery.

Sponsors health camps for local communities. This also includes providing financial help and free medical facilities to the ill and the challenged (mentally and physically).

Environmental

Initiatives to improve the environment enrich community life and preserve ecological balance through a strong environment conscience.

The company has undertaken a plantation drive on the occasion of Independence Day and planted 2500 trees close to all its units in India. The company is also adopting parks in Varanasi for its maintenance as its contribution to the society for greener tomorrow.

Spiritual and Religious

Makes donations for the construction of temples, mosques and churches, among other religious structures; provides drinking water in rural areas; executes various plans for land development, plantation and self-help groups.

Others

The company is making good policies and implementing them for the interest of its employees, stakeholders and everybody having interest in the company by producing quality product, instant credit mechanism, good working capital cycle, among others.

Appreciation and acknowledgements

Your Directors are grateful and pleased to place on record the appreciation for their support, trust, guidance and cooperation extended and reposed by all its stakeholders, employees, customers, consumers, media, financial institutions and banks, all agencies of Government of India and other central and state government bodies, statutory and regulatory bodies and local authorities in the Company and look forward to their continued patronage. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

For and on behalf of the Board

Sd/- Place: Varanasi (D. N. Jhunjhunwala) Dated: August 25, 2014 Chairman

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Mar 31, 2013

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended on March 31, 2013.

(Rs.in Crores)

Financial Performance Year Ended Previous Year March 31, 2013 March 31, 2012

Sales and other Income 3817.34 2967.47

Profit before depreciation 87.43 82.17

Depreciation 10.21 9.64

Profit after depreciation 77.22 72.53

Provision for taxation 10.91 13.56

Add: MAT Credit 0.00 0.27

Profit after tax 66.31 59.24

Less:

Previous year''s Income / Expenses

Profit after previous year''s adjustment 66.31 59.24

Add: Credit Balance

Profit brought forward from previous year 171.96 137.38

Add:

Transfer from Investment Allowance Reserve 238.27 196.62

Provision for Dividend 2.88 2.57

Provision for Dividend Tax 0.47 0.42

Transfer to General Reserve 5.00 5.00

Deferred Tax 5.94 2.35

Income Tax for earlier years 0.00 0.00

Transfer to Capital Reserve 22.57 14.32

Credit Balance carried over to Balance Sheet 201.41 171.96

238.27 196.62

Appropriations Dividend

your Directors are pleased to recommend a dividend of 20 % (previous year dividend 20%), subject to the approval of the shareholders at the Annual General Meeting, for fully paid- up equity shares of Rs.1.00 each, amounting to Rs.2.88 Crore (previous year dividend Rs.2.57 Crore). The tax on distributed profits payable on this dividend is Rs.0.47 Crore (previous year Rs.0.42 Crore) making the aggregate distribution to Rs.3.35 Crore (previous year Rs.2.99 Crore).The proposed dividend will be tax- free in the hands of the shareholders.

Transfer to Reserves

The Board recommended a transfer of Rs.5.00 Crores to the General Reserve (previous year Rs.5.00 Crore).

Performance in the year 2012-13

In the financial year 2012-13, the Company performed unexpectedly. The Company crossed its top line target of Rs.3500.00 Crore. The total revenue of the financial year 2012-13 is Rs.3837.38 Crore which was Rs.2978.82 Crore in the financial year 2011-12. There is a growth of 28.82%. The revenue of all the four quarters of 2012-13 surpassed the corresponding period of the last financial year 2011-12. As far as the half- yearly trend is concerned, the turnover of the Company for the first half year period ended as on September 30, 2012 is Rs.2019.33 Crore which was Rs.1301.86 Crore in the same period in financial year 2011-12. We can clearly see that the Company performed tremendously in the financial year 2012-13. Profit after tax has also gone up from Rs.56.89 Crore in 2011-12 to Rs.60.37 Crore in the year 2012-13. EBIDTA for the year 2011- 12 was Rs.103.80 Crore and increased to Rs.111.56 Crore in year 2012-13 i.e. by 7.48 %. Further the Cash profit also increased from Rs.66.53 Crore in the year 2011-12 to Rs.70.58 Crore in the year 2012-13.

Current Performance

The Company is moving aggressively on its sales and marketing efforts and reaching out to bigger population in line with its plan to become a pan-India company. It continues to follow the policy of perpetual technological upgradation. The Company is ISO 9001:2008-certified in recognition of the organisation''s quality system.

Annual General Meeting

The Annual General Meeting of the Company will be held on 30th September, 2013 at 3.00 P.M. at ‘Hotel Radisson, The Mall, Cantonment, Varanasi (U.P) to transact the businesses as specified in the Notice of the meeting.

Expansion Plans

The Company has commissioned its 1,200 MT Haldia unit. This project is contributing and strengthening the position of the Company in the national edible oil sector and enhance the presence of the Company in the Northern, Eastern, North eastern and Central region markets of India. This is the biggest and technologically most advanced project of the Company. The Company already has an existing network of sales and distribution in Eastern and North-eastern market and will be able to leverage that in selling the output of the Haldia unit under its brand.

The Company is also adding a capacity of 400 MTPD of soya oil processing at Haldia and this should complete the product

offering of the Company by offering soya, mustard, palm and Vanaspati which are the four most widely consumed oil in India accounting for at least 75 % of the Indian edible oil consumption.

The capacity of mustard seed crushing increased from 200 MTPD to 400 MTPD. This will also reduce our dependence on others for the feed for solvent extraction plant. The capacity of our solvent extraction plant increased from 250 MTPD to 450 MTPD. The above capacity expansion will reduce cost of production and will help the Company in being more competitive. The expanded production will also help the Company in catering to the large geography. The storage capacity of seed increased by 6400 MT by installing new silos. This increase in capacity will reduce the storage / handling / wastage expenditure of the Company, otherwise incurred on storing seed outside the factory in private warehouse.

The Company has also devised a mechanism to procure the seeds directly from the farmers instead of the intermediaries to reduce its cost of purchase and to be more secure for the raw material availability as its requirement has doubled.

There is huge opportunity in the Western market of country and for taking the advantage of this opportunity company is looking for land in the Western coast for setting up a refinery. Further, most of the Western Indian states are near the port, this is an advantage because setting up of an unit at the port will reduce the logistics cost of the Company, and this will make us more competitive in the market. Our Haldia unit is a strong example of it.

For better and cheap procurement of raw material the Company is planning to set up a supply chain network in Indonesia and for this purpose a step down subsidiary of the Company is incorporated in Indonesia. The Company is pleased to announce that its subsidiary has been able to source 7500 MT of raw material for it at cheaper price and going forward this availability should expand. Further the Company has also signed an agreement to acquire 12500 acres land in Ethiopia (with the option to acquire 62,000 acres) for the agro-related activities and this will diversify the business.

The Company has acquired 500 acres of land in Bihar to commission an agro-based complex, as part of its plan to enter into other commodities in which the Company can leverage its existing sales and distribution network. In line with above the plan, the Company has started work on setting up a 12 MTPH rice mill on this land. Rice as a commodity can be sold through the existing sales and distribution network of the Company in Central India.

Hence, the Company will leverage its existing network to market rice. It will be sold under the brands of the Company. The first face of this project is expected to start before the end of this financial year. The Company has also started the cultivation of high quality paddy in this area to come up with the best quality of rice for sale.

The Company has completed the technological up-gradation of its plant in Uttar Pradesh with the help of Alfa Laval (India) and this up-gradation should help the Company in cost reduction / production increase from this financial year.

The Company has surpassed its target of Rs.3500.00 Crore topline comfortably in the last financial. In the current year the Company is expected to reach a topline of Rs.4200.00 Crore. The Company is working towards becoming a billion dollar topline company in the next two year.

Secretarial Audit

As directed by Securities and Exchange Board of India (SEBI) secretarial audit is being carried out at the specified periodity by a practicing Company secretary. The findings of the secretarial audit were satisfactory.

Human Resources

The Company''s comprehensive HR policy interalia provides manpower training and development, keeping in mind the growing requirement for custom trained manpower at its new initiatives. The Company''s factory at Naupur is used as a training ground for technical manpower. The employees are also sent to the Company''s other units for training which helps in reducing manpower costs, avoids poaching of the Company''s manpower, and develops a sense of belonging among the Company employees, resulting in employee satisfaction and a high employee retention rate.

The Company''s office is fully computerised. The new recruits are trained with an ERP system when they join, bringing out their true potential. The Company hires engineers, ITIs, MBAs, among others, for internal training and then positions them at the Company''s other locations. The management interacts regularly with staff members to understand their needs and problems and to create a suitable working environment.

The Company promotes employees working in the lower order on a regular basis, and also transfers them to other branches to enable them to undertake more challenging roles, resulting in employee growth and development. The Company provides accommodation to employees whom needed and takes appropriate efforts to make them feel at home.

The Company conducts various sporting activities and celebrates Independence day and Republic day. These initiatives help boost

employee morale and create a cordial environment. The senior management participates in various training programmes and attends conferences to update their knowledge base, in turn providing better value to the Company. These proactive measures resulted in an improved performance and a reduction in employee turnover.

The Company is planning on developing a recreation centre for employees and their families in Varanasi, along with a state-of- the-art guest house for employees travelling to the head office from the various offices/units.

Capital and Borrowings

During the year, there was a change in the equity share capital of the Company due to conversion of 27,50,000 warrants, having face value of Rs.10/- each into 2,75,00,000 equity shares of Rs.1/- each. Earlier, the paid up capital of the Company was Rs.14,04,40,000 divided into 14,04,40,000 equity shares of Rs.1 each/-. After the conversion of warrants into equity the paid up share capital of the Company has increased to Rs.16,79,40,000 divided into 16,79,40,000 equity shares of Rs.1/- each.

During the year 2012-13, the Company availed credit facilities from Bank of Baroda and Punjab National Bank for its Varanasi and Alwar (Rajasthan) unit, under the consortium arrangement. The Company also availed credit facilities from consortium led by State Bank of India for the units in Bihar. The total outstanding long-term loans from banks/financial institution/ others as on March 31, 2013 are Rs.127.94 Crore (previous year Rs.96.05 Crore). The gross fixed assets increased by Rs.91.58 Crore representing capital expenditure on setting up new projects (Dehri-On-Sone, Bihar and at Haldia, West Bengal), expansion of existing manufacturing facility, research and development facility, other maintenance capital expenditure and for technological upgradation. The Company had cash and cash equivalents aggregating to Rs.323.73 Crore as on March 31, 2013, as against Rs.334.57 Crore as on March 31, 2012. The Company has sufficient financial flexibility, in terms of available cash and cash equivalents and committed facilities from banks/ financial institution to finance the future growth plans and capitalise on emerging opportunities.

Cash Flow Statement

In accordance with the requirement of Clause 32 of Listing Agreement of the stock exchange cash flow statement duly verified by the Auditors together with their certificate is annexed hereto.

Statutory Auditors

The Company received the letter from M/s Singh Dikshit & Company, Chartered Accountants, Varanasi, U.P. to the effect that there reappointment as the Company''s Statutory Auditors for the financial year 2013-14, if made, would be within the prescribed limits of Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Companies Act, 1956.

Auditors Reports

The notes to the accounts referred to in the Auditors'' Report have been explained in note schedule of the Audited accounts. your directors however like to briefly clarify the auditors'' qualification as follows:

A. The Company has a large network of suppliers dealing with raw material, packing materials, among others, catering to the Company and buyers of its finished products. Hence it is not possible to get confirmation from each and every party therefore the Auditors has qualified the same.

B. The Company has not made provision for diminution in the value of long-term investments and it is of the opinion that the fall in the value of such investments is not of permanent nature.

C. The salary and wages include payment of remuneration of Rs.19.00 lacs to Mr. D.N. Jhunjhunwala, Chairman, Rs.24.00 lacs to Mr. S. N. Jhunjhunwala, Managing Director and Rs.18.00 lacs to Mr. Adarsh Jhunjhunwala, Wholetime Director of the Company.

D. Advances given to Mr. D. N. Jhunjhunwala and Mr. S. N. Jhunjhunwala are pertaining to the Company.

E. Other observations made in the Auditors'' Report are self- explanatory therefore do not call for further comments under Section 217 of the Companies Act, 1956.

F. The contingent liability mentioned in Note No. 19 are payable only on the basis of legal pronouncement made by the different authorities previously.

G. The Company maintained cost records under Section 209(1) (d) of the Companies Act, 1956.

Particulars of the Employees

Company''s (Particulars of Employees) Rules, 1975 as amended read with section 217(2A) of the Companies Act, 1956 are not applicable to the Company as there are no employees drawing the minimum salary envisaged in the rules.

Audit Committee

Pursuant to the requirement under section 292(A) of the Companies Act, 1956, an Audit Committee was constituted. The Committee comprises Mr. D. N. Jhunjhunwala, Dr. S. K. Dikshit and Mr. Mahesh Kedia, Directors of the Company.

Directors Responsibility Statement

The Board of Directors of the Company confirms:

A. That in preparation of the annual accounts, the applicable accounting standards has been followed and there has been no material departure.

B. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as on March 31, 2013 and profit of the Company for the year ended on that date.

C. That the proper and sufficient care has been taken for the maintenance of adequate accounting records and are in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and others.

D. That the assumption of going concern is followed.

Directors'' Re-Appointment

a) Mr. Harsh Agarwal, Director of the Company, retires by rotation and being eligible offers himself for reappointment, in view of valuable contribution made by Mr. Harsh Agarwal to the Company, the Board of Directors recommend to the shareholders to reappoint Mr. Harsh Agarwal as a Director of the Company, he is an engineering graduate and deep insight in the field of Electronics and telecommunication.

b) Mr. Mahesh Kedia, Director of the Company retire by rotation and being eligible to offers himself for reappointment, in view of valuable contribution made by Mr. Mahesh Kedia to the Company, the Board of Directors recommend to the shareholders to reappoint Mr. Mahesh Kedia as a Director of the Company. He is a Chartered Accountant and has an expertise in commerce and financial accounting.

c) The re-appointment of Mr. S.N. Jhunjhunwala as Managing Director and Mr. Adarsh Jhunjhunwala as Whole Time Director and Mr. D.N Jhunjhunwala as Executive Chairman is proposed to be made with effect from 1st October, 2013 and necessary resolution in this regard are contained in the notice of ensuing Annual General meeting.

Listing of Shares

The equity shares of the Company continue to be listed during the year under review at the National Stock Exchange, Bombay Stock Exchange, Mumbai, Uttar Pradesh Stock Exchange Association Ltd., Kanpur, and Delhi Stock Exchange Limited, New Delhi. The annual listing fees of each of these stock exchanges were paid on due date.

Corporate Governance

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance is included Annexure II to the Director''s Report in the annual report and your Directors affirm that the Company has, during the year under review, complied with the conditions of Clause 49 of the Listing Agreement.

Management discussion and analysis

As required by Clause 49 of the Listing Agreement, the detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the management discussion and analysis section which forms a part of the annual report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings

As required U/S 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information on conservation of energy, technology absorption and foreign exchange earnings and out go are given in Annexure I forming part of this report.

Corporate Social Responsibility

Education

Operates two schools for educating the impoverished and social upliftment in and around its area of operations – first, Prahlad Rai Jhunjhunwala Saraswati Shishu Mandir with 400 students close to the Varanasi unit

And the second Hari Vidhya Mandir Higher Secondary School with 300 students proximate to the site of the Company''s proposed SEZ (being developed by one of the Group companies).

Both schools are affiliated to the UP Board and funded by the Company. JVL also provides scholarships to deserving students. The Company bought more buses to pick the children from remote places and bring them to study at these two school, so that it can spread the message of education and help the needy who cannot afford to travel to its school every day.

Health

It plans to adopt a hospital in the village near the plant to cater to the medical needs of the residents. This initiative is in the process of getting started and the management is currently engaged in formalities to obtain clearance. The Company is trying to provide medical facilities to the village, which will eliminate the need to travel to towns for medical aid and treatment. The Company also provides drinking water to locals and laborers at the upcoming Haldia refinery.

Sponsors health camps for local communities. This also includes providing financial help and free medical facilities to the ill and the challenged (mentally and physically)

Environmental

Initiatives to improve the environment enrich community life and preserve ecological balance through a strong environment conscience.

The Company has undertaken a plantation drive on the occasion of Independence Day and planted 2000 trees close to all its units in India. The Company is also adopting parks in Varanasi for its maintenance as its contribution to the society for greener tomorrow.

Spiritual and Religious

Makes donations for the construction of temples, mosques and churches, among other religious structures; provides drinking water in rural areas; executes various plans for land development, plantation and self-help groups

others

The Company is making good policies and implementing them for the interest of its employees, stakeholders and everybody having interest in the Company by producing quality product, instant credit mechanism, good working capital cycle, among others.

Appreciation and acknowledgments your Directors are grateful and pleased to place on record the appreciation for their support, trust, guidance and cooperation extended and reposed by all its stakeholders, employees, customers, consumers, media, financial institutions and banks, all agencies of Government of India and other central and state government bodies, statutory and regulatory bodies and local authorities in the Company and look forward to their continued patronage. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

For and on behalf of the Board

Sd/-

Place: Varanasi D. N. Jhunjhunwala

Dated: 26.08.2013 Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended on March 31, 2012.

(Rs. In Crores)

Financial Performance Year Ended Previous Year March 31, 2012 March 31, 2011

Sales and other income 2967.47 2186.92

Profit before depreciation 82.17 68.64

Depreciation 9.64 8.61

Profit after depreciation 72.53 60.03

Provision for taxation 13.56 8.25

Add: MAT Credit 0.27 0.00

Profit after tax 59.24 51.78

Less: Previous year's income / expenses – –

Profit after previous year's adjustment 59.24 51.78

Add: Credit balance

Profit brought forward from previous year 137.38 108.26

Add:

Transfer from investment allowance reserve – –

196.62 160.04

Provision for dividend 2.57 2.57

Provision for dividend tax 0.42 0.43

Transfer to general reserve 5.00 4.00

Deferred tax 2.35 1.67

Income tax for earlier years 0.00 0.09

Transfer to capital reserve 14.32 13.90

Credit balance carried over to balance sheet 171.96 137.38

196.62 160.04

Appropriations

Dividend

Your Directors are pleased to recommend a dividend of 20 % (previous year dividend 20%), subject to the approval of the shareholders at the Annual General Meeting, for fully paid-up equity shares of Rs. 1.00 each, amounting to Rs.2.57 Crore (previous year dividend Rs. 2.57 Crore). The tax on distributed profits payable on this dividend is Rs. 0.42 Crore (previous year Rs. 0.43 Crore) making the aggregate distribution to Rs.2.99 Crore (previous year Rs. 3 Crore).The proposed dividend will be tax-free in the hands of the shareholders.

Transfer to reserves

The Board recommended a transfer of Rs.5.00 Crore to the General Reserve (previous year Rs. 4 Crore).

Performance in the year 2011-12

In the financial year 2011-12, the Company performed unexpectedly. The Company crossed its top line target of Rs.2500.00 Crore. The total revenue of the financial year 2011-12 is Rs.2958.23 Crore which was 2180.79 Crore in the financial year 2010-11. There is a growth of 35.65%. The revenue of all the four quarters of 2011-12 surpassed the corresponding period of the last financial year 2010-11. As far as the half-yearly trend is concerned, the turnover of the Company for the first half year period ended as on September 30, 2011 is Rs. 1301.86 Crore which was Rs. 1018.13 Crore in the same period in financial year 2010-11. We can clearly see that the Company performed tremendously in the financial year 2011-12. Profit after tax has also gone up from Rs.50.02 Crore to Rs. 56.89 Crore from the year 2010-11 to 2011-12. EBIDTA for the year 2010-11 was Rs. 86.14 Crore and increased to Rs. 103.80 Crore in year 2011-12 i.e. by 20.50 %.

Current Performance

During the three-month period ended June 30, 2012, the Company achieved a turnover of Rs. 1002.04 Crore as compared with Rs. 612.25 Crore during the corresponding period in the previous financial year, in percentage there is a growth of 64%. Accordingly the PAT and EBIDTA increased significantly. This has been a historical performance. The Company is moving aggressively on its sales and marketing efforts and reaching out to a bigger chunk of the population, in line with its plan to become a pan-India company. It continues to follow the policy of perpetual technological upgradation. The Company is ISO 9001:2008-certified in recognition of the organisation's quality system.

Annual General Meeting

The Annual General Meeting of the Company will be held on September 29, 2012 at 4.00 P.M. at 'Hotel Radisson', The Mall, Cantonment, Varanasi (U.P) to transact the businesses as specified in the notice of the meeting.

Expansion Plans

The Company is commissioning its 1,200 MT Haldia unit. This project is expected to contribute and strengthen the position of the Company in the national edible oil sector and enhance the presence of the Company in the Northern, Eastern, North- eastern and Central region markets of India. This will be the biggest and technologically most advanced project of the Company. The Company already has an existing network of sales and distribution in Eastern and North-eastern market and will be able to leverage that in selling the output of the Haldia unit under its brand.

The capacity of mustard seed crushing increased from 200 MTPD to 400 MTPD. This will also reduce our dependence on others for the feed for solvent extraction plant. The capacity of our solvent extraction plant increased from 250 MTPD to 450 MTPD. The above capacity expansion will reduce cost of production and will help the Company in being more competitive. The expanded production will also help the Company in catering to the large geography. The storage capacity of seed increased by 6400 MT by installing new silos. This increase in capacity will reduce the storage / handling / wastage expenditure of the Company, otherwise incurred on storing seed outside the factory in private warehouse.

There is huge opportunity in the Western market of country and for taking the advantage of this opportunity company is looking for land in the Western coast for setting up a refinery. Further, most of the Western Indian states are near the port, this is an advantage because setting up of an unit at the port will reduce the logistics cost of the Company, and this will make us more competitive in the market. Our Haldia unit is a strong example of it.

For better and cheap procurement of raw material the Company is planning to set up a supply chain network in Indonesia and for this purpose a step down subsidiary of the Company is incorporated in Indonesia. Further the Company has also signed an agreement to acquire 12500 acres land in Ethiopia (with the option to acquire 62,000 acres) for the agro-related activities and this will diversify the business.

The Company has acquired 500 acres of land in Bihar to commission an agro-based complex, as part of its plan to enter into other commodities in which the Company can leverage its existing sales and distribution network.

The Company has continued the policy of perpetual technological upgradation and has placed orders with Alfa Laval for complete modernisation of its plant and machinery of the unit at Naupur to bring in latest technology so that we can also reduce our production cost and come up with improved quality of product for our consumers.

Moreover, the year 2012-13 will be an attractive year for the Company. It will reflect the commencement of production at Haldia unit and expanded production at Alwar Unit. It will reflect our entry into new geographies for sales and marketing. The result is that we expect our revenues to cross Rs. 3500 Crore in 2012-13.

Secretarial Audit

As directed by Securities and Exchange Board of India (SEBI) secretarial audit is being carried out at the specified periodity by a practicing Company secretary. The findings of the secretarial audit were satisfactory.

Human Resources

The Company's comprehensive HR policy inter alia provides manpower training and development, keeping in mind the growing requirement for custom trained manpower at its new initiatives. The Company's factory at Naupur is used as a training ground for technical manpower. The employees are also sent to the Company's other units for training which helps in reducing manpower costs, avoids poaching of the Company's manpower, and develops a sense of belonging among the Company employees, resulting in employee satisfaction and a high employee retention rate.

The Company's office is fully computerised. The new recruits are trained with an ERP system when they join, bringing out their true potential. The Company hires engineers, ITIs, MBAs, among others, for internal training and then positions them at the Company's other locations. The management interacts regularly with staff members to understand their needs and problems and to create a suitable working environment.

The Company promotes employees working in the lower order on a regular basis, and also transfers them to other branches to enable them to undertake more challenging roles, resulting in employee growth and development. The Company provides accommodation to employees whom needed and takes appropriate efforts to make them feel at home.

The Company conducts various sporting activities and celebrates

Independence day and Republic day. These initiatives help boost employee morale and create a cordial environment. The senior management participates in various training programmes and attends conferences to update their knowledge base, in turn providing better value to the Company. These proactive measures resulted in an improved performance and a reduction in employee turnover.

The Company is planning on developing a recreation centre for employees and their families in Varanasi, along with a state-of- the-art guest house for employees travelling to the head office from the various offices/units.

Capital and Borrowings

During the year, there was a change in the equity share capital of the Company due to conversion of 12,00,000 warrants, having face value of Rs.10/- each into 1,20,00,000 equity shares of Rs.1/- each. Earlier, the paid-up capital of the Company was Rs.12,84,40,000/- divided into 12,84,40,000 equity shares of Rs. 1 /-each. After the conversion of warrants into equity the paid-up share capital of the Company has increased to Rs.14,04,40,000/- divided into 14,04,40,000 equity shares of Rs.1/- each.

During the year 2011-12, the Company availed credit facilities from Bank of Baroda and Punjab National Bank for its Varanasi and Alwar (Rajasthan) unit, under the consortium arrangement. The Company also availed credit facilities from consortium led by State Bank of India for the units in Bihar. The total outstanding long-term loan from banks/financial institution/others as on March 31, 2012 is Rs.96.05 Crore (previous year Rs.53.89 Crore). The gross fixed assets increased by Rs. 86.80 Crore representing capital expenditure on setting up new projects (Dehri-On-Sone, Bihar and at Haldia, West Bengal), expansion of existing manufacturing facility, research and development facility, other maintenance capital expenditure and for technological upgradation. The Company had cash and cash equivalents aggregating to Rs.334.57 Crore as on March 31, 2012, as against Rs.332.77 Crore as on March 31, 2011. The Company has sufficient financial flexibility, in terms of available cash and cash equivalents and committed facilities from banks/financial institution to finance the future growth plans and capitalise on emerging opportunities.

Cash Flow Statement

In accordance with the requirement of Clause 32 of Listing Agreement with the Stock Exchanges the cash flow statement duly verified by the Auditors together with their certificate is annexed hereto.

Statutory Auditors

The Company received the resignation letter from M/s Garg & Company, Chartered Accountants, Kolkata, West Bengal showing their unwillingness to continue as Statutory Auditor of the Company.

Further the Company received the letter from M/s Singh Dikshit & Company, Chartered Accountants, Varanasi, U.P. to the effect that there reappointment as the Company's Statutory Auditors for the financial year 2012-13, if made, would be within the prescribed limits of Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Companies Act, 1956.

Auditors Reports

The notes to the accounts referred to in the Auditors' Report have been explained in note schedule of the audited accounts. Your Directors however like to briefly clarify the Auditors' qualification as follows:

A. The Company has a large network of suppliers dealing with raw material, packing materials, among others, catering to the Company and buyers of its finished products. Hence it is not possible to get confirmation from each and every party therefore the Auditors has qualified the same.

B. The Company has not made provision for diminution in the value of long-term investments and it is of the opinion that the fall in the value of such investments is not of permanent nature.

C. The salary and wages include payment of remuneration of Rs. 16.00 lacs to Mr. D.N. Jhunjhunwala, Chairman, Rs. 18.00 lacs to Mr. S. N. Jhunjhunwala, Managing Director and Rs. 15.00 lacs to Mr. Adarsh Jhunjhunwala, Wholetime Director of the Company.

D. Advances given to Mr. D. N. Jhunjhunwala and Mr. S. N. Jhunjhunwala are pertaining to the Company.

E. Other observations made in the Auditors' Report are self- explanatory therefore do not call for further comments under Section 217 of the Companies Act, 1956.

F. The contingent liability mentioned in Schedule 16 are payable only on the basis of legal pronouncement made by the different authorities previously.

G. The Company maintained cost records under Section 209(1) (d) of the Companies Act, 1956.

Particulars of the Employees

Company's (Particulars of Employees) Rules, 1975 as amended read with section 217(2A) of the Companies Act, 1956 are not applicable to the Company as there are no employees drawing the minimum salary envisaged in the rules.

Audit Committee

Pursuant to the requirement under section 292(A) of the Companies Act, 1956, an Audit Committee was constituted. The Committee comprises Mr. D. N. Jhunjhunwala, Dr. S. K. Dikshit and Mr. Mahesh Kedia, Directors of the Company.

Directors Responsibility Statement

The Board of Directors of the Company confirms:

A. That in preparation of the annual accounts, the applicable accounting standards has been followed and there has been no material departure.

B. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as on March 31, 2011 and profit of the Company for the year ended on that date.

C. That the proper and sufficient care has been taken for the maintenance of adequate accounting records and are in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and others.

D. That the assumption of 'going concern' is followed.

Directors' Reappointment

a) Mr. S. N. Jhunjhunwala, Director of the Company, retires by rotation and being eligible offers himself for reappointment, in view of valuable contribution made by Mr. S. N. Jhunjhunwala to the Company, the Board of Directors recommend to the shareholders to reappoint Mr. S. N. Jhunjhunwala as a Director of the Company, he is a commerce graduate and has 29 years of experience in solvent extraction, oil refining and vanaspati manufacturing units.

b) Dr. S. K. Dikshit, Director of the Company retire by rotation and being eligible to offers himself for reappointment, in view of valuable contribution made by Dr. S. K. Dikshit to the Company, the Board of Directors recommend to the shareholders to reappoint Dr. S. K. Dikshit as a Director of the Company. He has an expertise in herbal products, medical science and in other health-related products.

Listing of Shares

The equity shares of the Company continue to be listed during the year under review at the National Stock Exchange, Bombay

Stock Exchange, Mumbai, Uttar Pradesh Stock Exchange Association Ltd., Kanpur, and Delhi Stock Exchange Limited, New Delhi. The annual listing fees of each of these stock exchanges were paid on due date.

Corporate Governance

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance is included Annexure II to the Director's Report in the annual report and your Directors affirm that the Company has, during the year under review, complied with the conditions of Clause 49 of the Listing Agreement.

Management discussion and analysis

As required by Clause 49 of the Listing Agreement, the detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms a part of the annual report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings

As required U/S 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information on conservation of energy, technology absorption and foreign exchange earnings and out go are given in Annexure I forming part of this report.

Corporate Social Responsibility

Education

In 2011-12, the Company had acquired a new building, in which it plans to start a school to spread the knowledge of Sanskrit.

Operates two schools for educating the impoverished and social upliftment in and around its area of operations – first, Prahlad Rai Jhunjhunwala Saraswati Shishu Mandir with 400 students close to the Varanasi unit

And the second Hari Vidhya Mandir Higher Secondary School with 300 students proximate to the site of the Company's proposed SEZ (being developed by one of the Group companies).

Both schools are affiliated to the UP Board and funded by the Company. JVL also provides scholarships to deserving students. The Company bought more buses to pick the children from remote places and bring them to study at these two schools, so that it can spread education and help the needy who cannot afford to travel to their schools every day.

Health

It plans to adopt a hospital in the village near the plant to cater to the medical needs of the residents. This initiative is in the process of getting started and the management is currently engaged in resolving formalities to obtain clearance. The Company is trying to provide medical facilities to the village, which will eliminate the need to travel to towns for medical aid and treatment. The Company also provides drinking water to locals and laborers at the upcoming Haldia refinery.

Sponsors health camps for local communities. This also includes providing financial help and free medical facilities to the ill and the challenged (mentally and physically)

Environmental

Initiatives to improve the environment enrich community life and preserve ecological balance through a strong environment conscience.

The Company has undertaken a plantation drive on the occasion of Independence Day and planted 2000 trees close to all its units in India. The Company is also adopting parks in Varanasi for its maintenance as its contribution to the society for greener tomorrow.

Spiritual and Religious

Makes donations for the construction of temples, mosques and churches, among other religious structures; provides drinking water in rural areas; executes various plans for land development, plantation and self-help groups

Others

The Company is making good policies and implementing them for the interest of its employees, stakeholders and everybody having interest in the Company by producing quality product, instant credit mechanism, good working capital cycle, among others.

Appreciation and acknowledgements

Your Directors are grateful and pleased to place on record the appreciation for their support, trust, guidance and cooperation extended and reposed by all its stakeholders, employees, customers, consumers, media, financial institutions and banks, all agencies of Government of India and other Central and State Government bodies, statutory and regulatory bodies and local authorities in the Company and look forward to their continued patronage. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

For and on behalf of the Board

Sd/- Place: Varanasi (D. N. Jhunjhunwala) Dated: September 3, 2012 Chairman

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended on March 31, 2011

(Rs. in crores)

Financial Performance Year Ended Previous Year

March 31, 2011 March 31, 2010

Sales and other Income 2186.92 1244.63

Profit before depreciation 68.64 44.95

Depreciation 8.61 6.51

Profit after depreciation 60.03 38.44

Provision for taxation 8.25 5.83

Profit after tax 51.78 32.61

Less:

Previous year's Income/Expenses - -

Profit after previous year's adjustment 51.78 32.61

Add: Credit Balance

Profit brought forward from previous year 108.26 83.33

Add:

Transfer from Investment Allowance Reserve - -

160.04 115.94

Provision for Dividend 2.57 1.53

Provision for Dividend Tax 0.43 0.26

Transfer to General Reserve 4.00 2.50

Deferred Tax 1.67 3.39

Income Ta x for earlier years 0.09 -

Transfer to Capital Reserve 13.90 -

Credit Balance carried over to Balance Sheet 137.38 108.26

160.04 115.94

Appropriations

Dividend

Your Directors are pleased to recommend a dividend of 20% (previous year dividend 15%), subject to the approval of the shareholders at the Annual General Meeting, for fully paid-up equity shares of Rs.1.00 each, amounting to Rs.2.57 crore (previous year dividend Rs.1.53 crore). The tax on distributed profits payable on this dividend is Rs.0.43 crore (previous year Rs.0.26 crore) making the aggregate distribution to Rs.3.00 crore (previous year Rs.1.79 crore).The proposed dividend will be tax- free in the hands of the shareholders.

Transfer to Reserves

The Board recommended a transfer of Rs.4.00 crore to the General Reserve (previous year Rs.2.50 crore).

Performance in the year 2010-11

In the financial year 2010-11, the Company performed unexpectedly. The Company crossed its topline target of 1,800.00 crore. The total revenue of the financial year 2010-11 is Rs.2,180.79 crore which was Rs.1,234.14 crore in the financial year 2009-10. There is a growth of 77%. The revenue of all the four quarters of 2010-11 surpassed the corresponding period of the last financial year 2009-10. As far as the half-yearly trend is concerned, the turnover of the Company for the first half year period ended as on September 30, 2010 almost touched the total turnover of the financial year 2009-10. We can clearly see that the Company performed tremendously in the financial year 2010-11. Profit after tax has also gone up from Rs.29.22 Crore to Rs.50.02 Crore from the year 2009-10 to 2010-11. EBIDTA for the year 2009-10 was Rs.63.12 Crore and increased to Rs.86.14 Crore in year 2010-11 i.e. by 36%.

Current Performance

During the three-month period ended June 30, 2011, the Company achieved a turnover of Rs.612.25 crore as compared with Rs.469.12 crore during the corresponding period in the previous financial year, in percentage there is a growth of 31%. The PAT increased by 47% while the EBIDTA increased by 33%. This has been its historical performance. The Company is moving aggressively on its sales and marketing efforts and reaching out to bigger population in line with its plan to become a pan-India company by 2015. It continues to follow the policy of perpetual technological upgradation. The Company is ISO 9001:2008-certified in recognition of the organisation's quality system.

Annual General Meeting

The Annual General Meeting of the Company will be held on September 30, 2011 at 3.00 P.M. at 'Hotel Ramada Plaza', JHV, The Mall, Cantonment, Varanasi (U.P) to transact the businesses as specified in the Notice of the meeting.

Expansion Plans

The Company is focusing on its 1,200 MT Haldia unit to get it started by the end of this year. This project is expected to contribute and strengthen the position of the Company in the national edible oil sector and enhance the presence of the Company in the eastern, North-Eastern and central markets of India.

This will be the biggest and technologically most advanced project of the company. The company already has an existing network of sales and distribution in Eastern and Northeastern market and will be able to leverage that in selling the output of the Haldia unit under its brand.

The Company is expanding its seed crushing capacity at Alwar, Rajasthan to meet growing demand of its mustard oil and for lesser dependence on outside parties for solvent extraction plant. This will also help in improvising on cost and bringing technology upgradation, plant and machinery order are being placed and the company plans to start the new plant before the next season of mustard crop in March, 2012.

The Company acquired 500 acres of land in Bihar for further agro-related upgradation activities, as part of its plan to enter into other commodities in which the Company can leverage its existing sales and distribution network.

Central India being the most thickly populated part of the country, the Company wants to be a formidable force in the agro and related sectors along with its plan to grow in the edible oil space.

Secretarial Audit

As directed by Securities and Exchange Board of India (SEBI) secretarial audit is being carried out at the specified periodity by a practising Company secretary. The findings of the secretarial audit were satisfactory.

Human Resources

The Company's comprehensive HR policy interalia provides manpower training and development, keeping in mind the growing requirement for custom trained manpower at its new initiatives. The Company's factory at Naupur is used as a training ground for technical manpower. The employees are also sent to the Company's other units for training which helps in reducing manpower costs, avoids poaching of the Company's manpower, and develops a sense of belonging among the Company employees, resulting in employee satisfaction and a high employee retention rate.

The Company's office is fully computerized. The new recruits are trained with an ERP system when they join, bringing out their true potential. The Company hires engineers, ITIs, MBAs, among others, for internal training and then positions them at the Company's other locations. The management interacts regularly with staff members to understand their needs and problems and to create a suitable working environment.

The Company promotes employees working in the lower order on a regular basis, and also transfers them to other branches to enable them to undertake more challenging roles, resulting in employee growth and development. The Company provides accommodation to employees whom needed and takes appropriate efforts to make them feel at home.

The Company conducts various sporting activities and celebrates Independence day and Republic day. These initiatives help boost employee morale and create a cordial environment. The senior management participates in various training programmes and attends conferences to update their knowledge base, in turn providing better value to the Company. These proactive measures resulted in an improved performance and a reduction in employee turnover.

The Company is planning on developing a recreation centre for employees and their families in Varanasi, along with a state-of- the-art guest house for employees travelling to the head office from the various offices/units.

Capital and Borrowings

During the year, there was a change in the equity share capital of the Company due to sub- division of the shares of the Company. Earlier, the face value of the Company was Rs.10 per share, but after subdivision the face value of the shares is Rs.1 per share, accordingly the new share capital comprises 12,84,40,000 equity shares of Rs.1 each.

During the year 2010-11, the Company availed of credit facilitiesfrom Bank of Baroda and Punjab National Bank for its Varanasi and Alwar (Rajasthan) unit, under the consortium arrangement. The Company also availed credit facilities from consortium led by State Bank of India for the units in Bihar. The total outstanding long-term loans from banks/financial institution/others as on March 31, 2011 is Rs.53.89 crore (previous year Rs.51.50 crore). The gross fixed assets increased by Rs.38.80 crore representing capital expenditure on setting up new projects (Dehri-On-Sone, Bihar and at Haldia, West Bengal), expansion of existing manufacturing facility, research and development facility, other maintenance capital expenditure and for technological upgradation. The Company had cash and cash equivalents aggregating to Rs.332.77 crore as on March 31, 2011, as against Rs.297.88 crore as on March 31, 2010. This increase is largely on account of increase in cash generated from operating activities. The Company has sufficient financial flexibility, in terms of available cash and cash equivalents and committed facilities from banks/financial institution to finance the future growth plans and capitalise on emerging opportunities.

Cash Flow Statement

In accordance with the requirement of Clause 32 of Listing Agreement of the stock exchange cash flow statement duly verified by the Auditors together with their certificate is annexed hereto.

Statutory Auditors

The Company received the letters from M/s Garg & Company, Chartered Accountants, Kolkata, West Bengal and M/s Singh Dikshit & Company, Chartered Accountants, Varanasi, U.P. to the effect that there reappointment as the Company's Joint Statutory Auditors for the financial year 2011-12, if made, would be within the prescribed limits of Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Companies Act, 1956.

Auditors Reports

The notes to the accounts referred to in the Auditors' Report have been explained in note schedule of the Audited accounts. Your directors however like to briefly clarify the auditors' qualification as follows:

A. The Company has a large network of suppliers dealing with raw material, packing materials, among others, catering to the Company and buyers of its finished products. Hence it is not possible to get confirmation from each and every party therefore the Auditors has qualified the same.

B. The Company has not made provision for diminution in the value of long-term investments and it is of the opinion that the fall in the value of such investments is not of permanent nature.

C. The salary and wages include payment of remuneration of Rs.16.80 lacs to Mr. D. N. Jhunjhunwala, Chairman, Rs.15.60 lacs to Mr. S. N. Jhunjhunwala, Managing Director and Rs.13.50 lacs to Mr. Adarsh Jhunjhunwala, Wholetime Director of the Company.

D. Advances given to Mr. D. N. Jhunjhunwala and Mr. S. N. Jhunjhunwala are pertaining to the Company.

E. Other observations made in the Auditors' Report are self- explanatory therefore do not call for further comments under Section 217 of the Companies Act, 1956.

F. The contingent liability mentioned in Schedule 16 are payable only on the basis of legal pronouncement made by the different authorities previously.

G. The Company maintained cost records under Section 209(1) (d) of the Companies Act, 1956.

Particulars of the Employees

Company's (Particulars of Employees) Rules, 1975 as amended read with section 217(2A) of the Companies Act, 1956 are not applicable to the Company as there are no employees drawing the minimum salary envisaged in the rules.

Audit Committee

Pursuant to the requirement under section 292(A) of the Companies Act, 1956, an Audit Committee was constituted. The Committee comprises Mr. D. N. Jhunjhunwala, Dr. S. K. Dikshit and Mr. Mahesh Kedia, Directors of the Company.

Directors Responsibility Statement

The Board of Directors of the Company confirms:

A. That in preparation of the annual accounts, the applicable accounting standards has been followed and there has been no material departure.

B. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as on March 31, 2011 and profit of the Company for the year ended on that date.

C. That the proper and sufficient care has been taken for the maintenance of adequate accounting records and are in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and others.

D. That the assumption of going concern is followed.

Directors' Re-Appointment

a) Mr. D. N. Jhunjhunwala, Director of the Company retire by rotation and being eligible to offers himself for reappointment, in view of valuable contribution made by Mr. D. N. Jhunjhunwala to the Company, the Board of Directors recommend to the shareholders to reappoint Mr. D. N. Jhunjhunwala as a Director of the Company, he is having 50 years of experience in various facets of management, out of which 30 years have been dedicated in oil industries.

b) Mr. H. L. Agarwal, Director of the Company retire by rotation and being eligible offers himself for reappointment, in view of valuable contribution made by Mr. H. L. Agarwal to the Company, the Board of Directors recommend to the shareholders to reappoint Mr. H. L. Agarwal as a Director of the Company, by profession he is a retired Judge of Hon'ble Patna High Court, he has rich experience in the law.

Listing of Shares

The equity shares of the Company continue to be listed during the year under review at the Bombay Stock Exchange, Mumbai and Uttar Pradesh Stock Exchange Association Ltd., Kanpur, Delhi Stock Exchange Limited, New Delhi. The Company is listed with National Stock Exchange on 17.06.2011 and the trading in NSE has been started. The annual listing fees of each of these stock exchanges were paid on due date.

Corporate Governance

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance is included Annexure II to the Director's Report in the annual report and your Directors affirm that the Company has, during the year under review, complied with the conditions of Clause 49 of the Listing Agreement.

Management discussion and analysis

As required by Clause 49 of the Listing Agreement, the detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the management discussion and analysis section which forms a part of the annual report.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings

As required U/S 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information on conservation of energy, technology absorption and foreign exchange earnings and out go are given in Annexure I forming part of this report.

Corporate Social Responsibility

The Company is constructing a building to promote Sanskrit teaching in Varanasi. This is a contribution of the Company towards the promotion of Indian cultural heritage.

The Company has undertaken a plantation drive on the occasion of Independence Day (August 15, 2011) and planted 2,000 trees close to all its units in India. The Company is also adopting parks in Varanasi for its maintenance as its contribution to the society for greener tomorrow.

The Company bought more buses to pick the children from remote places and bring them to study at the two charitable schools run by it in Varanasi, so that it can spread the message of education and help the needy who cannot afford to travel to its school every day.

The Company is planning to adopt a hospital in local village for the medical needs of the people residing in villages around the plant. For this, the initiative was started and the management is engaged in the finalishing the formalities for adopting the same. The Company is trying to provide all the possible medical facilities there. After starting of the hospital the people need not to go to towns for the medical facilities.

The Company is providing safe drinking water facility for the local people and labourers of all its units and is maintaining proper hygiene conditions.

The Company is making good policies and implementing them for the interest of its employees, stakeholders and for everybody having interest in the Company by producing quality product, instant credit mechanism, good working capital cycle, among others.

Appreciation and acknowledgements

Your Directors are grateful and pleased to place on record the appreciation for their support, trust, guidance and cooperation extended and reposed by all its stakeholders, employees, customers, consumers, media, financial institutions and banks, all agencies of Government of India and other central and state government bodies, statutory and regulatory bodies and local authorities in the Company and look forward to their continued patronage. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

For and on behalf of the Board

Sd/-

Place: Varanasi (D. N. Jhunjhunwala)

Dated: September 03, 2011 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended on March 31, 2010.

(Rs in crore) Year ended March 31, 2010 March 31, 2009 Sales and other income 1,244.63 1,391.49

Profit before depreciation 44.95 38.99

Depreciation 6.51 3.93

Profit after depreciation 38.44 35.06

Provision for taxation 5.83 4.12

Profit after tax 32.61 30.94

Less:

Previous years income/expenses - -

Profit after previous years adjustment 32.61 30.94

Add: Credit Balance

Profit brought forward from previous year 83.33 60.85

Add:

Transfer from investment allowance reserve - -

115.94 91.79

Provision for dividend 1.53 0.75

Provision for dividend tax 0.26 0.13

Transfer to general reserve 2.50 2.50

Deferred tax 3.39 5.08

Credit balance carried over to balance sheet 108.26 83.33

115.94 91.79

Appropriations

Dividend

Your Directors are pleased to recommend a dividend of 15% (previous year dividend 10%), subject to the approval of the shareholders at the Annual General Meeting, for fully paid up equity shares of Rs 10.00 each, amounting to X 1.53 crore (previous year dividend Rs 0.75 crore. The tax on distributed profits payable on this dividend is Rs 0.26 crore (previous year X 0.13 crore) making the aggregate distribution X 1.79 crore

(previous year Rs 0.88 crore). The proposed dividend would be tax free in the hands of the shareholders.

Transfer to reserves

The Board has recommended a transfer of Rs 2.50 crore to the General Reserve (previous year Rs 2.50 crore).

The Company has performed better in tough market conditions as profitability of the Company has improved in the current year, as compared with the previous year because the Company has grown in tonnage from its manufacturing activity by 28% as compared with the previous year. This is evident from the fact that the operating profit of the Company has improved and earnings before depreciation and taxation have gone up by 15.30%. Profit after tax has also gone up from Rs 30.94 crore in the year 2008-09 to Rs 32.61 crore in the year 2009-10. This is due to the fact that the Company had adopted cost controlling measures across the board. The Company has laid special emphasis on the sales and distribution side and that is the reason for increased tonnage sales.

During the five month period ending August 31, 2010, the Company achieved a turnover of Rs 828.75 crore as compared to Rs 436.25 crore during corresponding period in the previous financial year. This has been its historic performance. The Company is moving aggressively with sales and marketing efforts and reaching out to bigger population in line with its plan to become a pan India Company by the year 2015. It continues to follow the policy of perpetual technological upgradation. The Company is ISO 9001:2000 in recognition of the organisations Quality System.

The Annual General Meeting of the Company will be held on Thursday, September 30, 2010 at 3.00 P.M. at Hotel Ramada Plaza JHV, The Mall, Cantonment, Varanasi - 221002, UP, India, to transact the businesses as specified in the Notice of the meeting.

After its commercial production at its unit in Dehri-On-Sone, Bihar, the Company is now focusing on getting its Haldia unit started in 2011. This project is expected to contribute and strengthen the position of the Company in the national edible oil sector and enhance the presence of the Company in the Eastern, North-Eastern and Central markets of India.

The Company is expanding its seed crushing capacity at Alwar, Rajasthan to meet growing demand for mustard oil and for lesser dependence on outside parties for solvent extraction plants.

The Company is expanding its capacity for production of refined oil in the Varanasi unit by setting up another fractionation unit of 400 MT per day for which plant and machinery has been supplied by Alfa Laval India. The new unit is expected to commence production in the last quarter of the year 2010. After this the total production of refined oil by the unit will double from existing levels and bring further efficiency into the unit. From this new state of the unit, the Company will set a new benchmark for the quality of refined oil in India.

Owing to the good response received by the Bihar unit of the Company, the Company is also going to increase its processing capacity by another 250 MT per day.

As directed by Securities and Exchange Board of India (SEBI), a secretarial audit was carried out during the specified period by a practicing Company Secretary. The findings of the secretarial audit were satisfactory.

Given the Companys ambitious growth plans in India and overseas, development of human resources assumes an even more important dimension. To prepare the Companys human resources for future responsibilities, in terms of professional skills as well as business skills, several initiatives have been undertaken. To improve the efficiency of the manpower, the Company has implemented an ERP package which will ease the working and will also bring more transparency into the system of the Company with a view for better Corporate Governance. The Company is investing in the modernisation of the plant for upgrading their skills.

During the year, there was a change in the equity share capital of the Company owing to conversion of warrants into equity shares issued in March 2008. Paid up equity share capital of the Company was Rs 12.84 crore as on March 31, 2010.

During the year 2009-10, the Company has availed credit facilities from the Bank of Baroda and Punjab National Bank for its Varanasi and Alwar (Rajasthan) units, under the consortium arrangement. The Company has also availed credit facilities from consortium led by the State Bank of India for the units in Bihar and a prospective unit in West Bengal. The total outstanding long-term loans from banks/financial institution/ others as on March 31, 2010 is Rs 51.50 crore (previous year Rs 19.81 crore). The gross fixed assets increased by Rs 34.19 crore representing capital expenditure on setting up new projects (Dehri-On-Sone, Bihar and at Haldia, West Bengal), expansion of existing manufacturing facility, Research & Development facility, other maintenance capital expenditure and for technological upgradation. The Company had cash and cash equivalents aggregating to ? 297.88 crore as on March 31, 2010, as against Rs 254.78 crore as on March 31, 2009. This increase is largely on account of increase in cash generated from operating activities. The Company has sufficient financial flexibility, in terms of available cash and cash equivalents and committed facilities from banks/financial institution to finance the future growth plans and capitalise on emerging opportunities.

In accordance with the requirement of Clause 32 of the Listing Agreement of the stock exchange cash flow statement duly verified by the Auditors together with their certificate is annexed hereto.

M/s Garg & Company, Chartered Accountants, existing statutory auditors shall retire at the end of ensuing AGM and being eligible, offer themselves for re-appointment. It has been decided to propose the name of M/s Singh Dixit & Company, Charted Accountants as joint statutory auditors in the ensuing AGM due to expansion in the work of the Company and a certificate from M/s. Singh Dixit & Company has been obtained u/s 224 (1) (b) of the Companies Act, 1956, and they are eligible to be appointed as joint statutory auditors of the Company.

The notes to the accounts referred to in the Auditors Report have been explained in note schedule of the audited accounts. Your Directors however, would like to clarify the Auditors qualification as follows:

A. The Company has a large network of suppliers dealing with raw material and packing materials, among others, catering to the Company and buyers of its finished products. Hence it is not possible to get confirmation from each and every party. Therefore the auditors have qualified the same.

B. The Company has not made provisions for diminution in the value of long-term investments and it is of the opinion that the fall in the value of such investments is not of permanent nature.

C. The salary and wages include payment of remuneration of Rs 16.00 lakh to Mr. D. N. Jhunjhunwala, Executive Chairman, Rs 16.00 lakh to Mr. S. N. Jhunjhunwala, Managing Director and Rs 12.00 lakh to Mr, Adarsh Jhunjhunwala, Wholetime Director of the Company.

D. Advances given to Mr. D. N. Jhunjhunwala and Mr. S. N. Jhunjhunwala are pertaining to the Company.

E. Other observations made in the Auditors Report are self- explanatory and therefore do not call for further comments under Section 217 of the Companies Act, 1956.

F. The contingent liability mentioned in Schedule 16 are payable only on the basis of legal pronouncement made by the different authorities previously.

G. The Company has maintained cost records under section 209(1 )(d) of the Companies Act, 1956.

The Companys (particulars of employees) Rules, 1975, as amended read with section 217(2A) of the Companies Act, 1956, are not applicable to the Company as there are no employees drawing the minimum salary envisaged in the rules.

Pursuant to the requirement under Section 292(A) of the Companies Act, 1956, an Audit Committee was constituted. The committee comprises Mr. D. N. Jhunjhunwala, Dr. S. K. Dikshit and Mr. Mahesh Kedia, Directors of the Company.

The Board of Directors of the Company confirms:

A. In preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure

B. Selected accounting policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of the affairs of the Company as on March 31, 2010, and profit of the Company for the year ended on that date

C. Proper and sufficient care has been taken for the maintenance of adequate accounting records and are in accordance with the provision of the Companies Act, 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and others

D. Assumption of going concern is followed Directors re-appointment

a) Mr. Mahesh Kedia, Director of the Company, retires by

rotation and being eligible, offers himself for reappointment. In view of the valuable contribution made by Mr. Mahesh Kedia to the Company, the Board of Directors recommend to the shareholders to re- appoint Mr. Mahesh Kedia as a Director of the Company. He is a chartered accountant and he has rich experience in accounts, audit and taxation.

b) Mr. Kanhaiya Lai Goenka, Director of the Company, retires by rotation and being eligible, offers himself for reappointment. In view of the valuable contribution made by Mr. Kanhaiya Lai Goenka to the Company, the Board of Directors recommend to the shareholders to re-appoint Mr. Kanhaiya Lai Goenka as a Director of the Company. He has experience in solvent extraction, oil refining and vanaspati manufacturing units

The equity shares of the Company continue to be listed during the year under review at the Bombay Stock Exchange, Uttar Pradesh Stock Exchange Association Ltd, Kanpur, and the Delhi Stock Exchange Limited, New Delhi, and the annual listing fees of each of these stock exchanges were paid up to date.

The Companys application for listing its equity shares has been sent and approval is pending with the National Stock Exchange of India Limited.

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance is included as Annexure II to the Directors Report in the Annual Report and your Directors affirm that the Company has, during the year under review, complied with the conditions of Clause 49 of the Listing Agreement.

As required by Clause 49 of the Listing Agreement, the detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the management discussion and analysis section which forms a part of the Annual Report.

As required U/S 217(1)(e) of the Companies Act, 1956, read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988, the information on conservation of energy, technology absorption and foreign exchange earnings and out go are given in Annexure I forming part of this report.

The Company undertakes various initiatives in order to contribute to the social objective of improving the environment and to help enrich the quality of life of the community and preserve ecological balance and heritage through a strong environment conscience. The Company works for the well being of the society without any discrimination on the basis caste, creed, color and sex.

The Company is running two schools for providing education to the impoverished section and for social upliftment in and around its area of operation. The first one is in the name of Prahlad Rai Jhunjhunwala Saraswati Shishu Mandir close to the unit of Varanasi. It is affiliated to UP Board and provides education to the students up to the 8th standard. Currently there are approximately 400 students in that school.

The second one is in the name of Hari Vidhya Mandir and is situated close to the site of the proposed SEZ of the Company (being developed by one of the group companies). The school is affiliated to the UP Board and is recognised as Higher Secondary School. Currently there are 300 students in the school.

Your Directors are grateful and pleased to place on record the appreciation for their support, trust, guidance and cooperation extended and reposed by all its stakeholders, employees, customers, consumers, media, financial institutions and banks, all agencies of Government of India and other central and state government bodies, statutory and regulatory bodies and local authorities in the Company and look forward to their continued patronage. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

For and on behalf of the Board

Sd/-

Place: Varanasi (D. N. Jhunjhunwala)

Dated: September 4, 2010 Chairman