Directors Report of Pioneer Agro Extracts Ltd.

Mar 31, 2024

The Directors present this Annual Report of Pioneer Agro Extracts Limited (“the Company” or "Pioneer”)
along with the audited financial statements for the financial year ended March 31, 2024.

The performance of the company has been referred to wherever required. The Director’s Report details
are as below:

1. FINANCIAL RESULTS

fin lakhcl

Particular	Financial Year 2023-24 (FY 2024)	Financial Year 2022-23 (FY 2023)
Revenue of operation	103.94	169.69
Other Income	41.18	36.76
Total Income	145.12	206.45
Expenses
Operating Expenditure	150.14	196.28
Depreciation and amortization expense	1.88	2.73
Total expense	152.02	199.01
Profit before finance cost, exceptional item and tax	-6.89	7.53
Finance cost	0.01	0.09
Profit Before Tax	-6.90	7.44
Tax Expense	0.33	0.26
Profit of the Year	-7.23	7.18

2. COMPANY''S PERFORMANCE REVIEW
During the financial year 2023-24:

^ During the financial year 2023-24, revenue from operations on standalone basis reduced to INR 103.94
Lakhs as against INR 169.96 Lakhs in the previous year;

^ Other income is increased to INR 41.18 Lakhs as against INR 36.76 Lakhs in the previous year- a profit of
10.73%;

^ Profit after tax for the current year is INR -7.23 Lakhs against INR 7.18 Lakhs in the previous year.

3. TRANSFER TO RESERVE

During the year under review, there was no amount transferred to any of the reserves by the Company.

4. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the
applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India.

5. DIVIDEND

During the year under review, the Company has not carried on any business activity and as a result of which, the
Board of Directors have not recommended any dividend on the equity share capital. The Company wants to
conserve the resources of the company.

6. SHARE CAPITAL

The Company has issued and subscribed capital of Rs. 439.79 in lacs (divided into 43,97,900 equity shares of Rs. 10
each, out of which 43,32,300 shares of Rs. 10 are fully paid up and 65,600 shares are paid up to the tune of Rs.4
eachand thus forfeited by the company. Therefore the paid-up Capital of the Company stands at Rs. 435.85(lacs).

7. DEPOSIT

During the financial year 2023-24, the Company has not accepted any deposit within the meaning of Sections 73 and
74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

8. RBI Guidelines

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to
time.

9. CONVERSION, NAME CHANGE OF COMPANY & NATURE OF BUSINESS

^ During the financial year, your company hasn''t changed its name;

^ During the year under the review, there was no change in the nature of business of the Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, the Members approved the following appointment and re-appointment of Directors:

• Mr. Jagat Mohan Aggarwal (DIN: 00750120) was re-appointed as director liable to retire by rotation at the Annual
General Meeting held on September 30, 2023.

• Other than above, there is no change in the directorship of the Company.

Details of Directors proposed to be appointment and re-appointment at the ensuing Annual General Meeting are
as follows:

• Mr. Narinder Kumar (DIN: 10728376), is proposed to be appointed as Non-Executive Independent Directors of the
Company, pursuant to the provisions of Section 149 of the Companies Act, 2013 and rules made thereunder and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Hereinafter referred as “Listing Regulations”)
at the ensuing Annual General Meeting for the first term of five years commencing from October 01, 2024.

• At the ensuing Annual General Meeting, Mr. Sanjeev Kumar Kohli (DIN:07144225), Non-Executive Director of the
Company is liable to retire by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013,
read with the Articles of Association of the Company and being eligible, offers himself for reappointment as director
of the Company.

The brief profiles of Mr. Narinder Kumar and Mr. Sanjeev Kumar Kohli forms part of the Corporate Governance
Report and the notice of the ensuing Annual General Meeting of the Company.

Details of the Directors whose appointment is proposed to be ceased after closure of financial year:

• Board of directors in their meeting held on 14^th August, 2024 took the note of cessation of Mr. Rajinder Kumar Uppal
(DIN: 06879625) from the post of Independent director of the company upon completion of his second and final
term of five years as an Independent Director w.e.f. the close of business hours on 30^th September, 2024.

No director of the Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. The
directors of the Company have made necessary disclosures, as required under various provisions of the Companies
Act, 2013 (Hereinafter referred as “the Act”) and the Listing Regulations.

On the basis of the declarations submitted by the Independent Director of the Company, the Board of Directors have
opined that the Independent Director of the Company fulfill the required criteria as defined under Section 149(6) of
the Act and the Listing Regulations.

11. DECLARATION OF DIRECTOR’S INDEPENDENCE

The Company has received the following declarations from all the Independent Directors confirming that:

^ They meet the criteria of independence as prescribed under the provisions of the Act, read with the
schedules and rules issued thereunder, as well as of Regulation 16 of the Listing regulations;

^ In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated; they could impair or impact their ability to discharge their duties.

In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the
disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.

12. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL’S AND SENIOR MANAGEMENT

The remuneration paid to the Directors, Key Managerial Personnel''s and Senior Management is in accordance with the
Nomination and Remuneration policy formulated in accordance with Section178 of the Act and Regulation 19 of the
Listing Regulations.

13. NUMBER OF MEETINGS OF THE BOARD

5(Five) meetings of the Board of Directors were held during the financial year 2023-24. The details of the meetings of
the Board of Directors of the Company convened during the financial year 2023-24 are given in the Corporate
Governance Report which forms part of this Report.

14. COMMITTEES OF THE BOARD

Pursuant to Section 135, Section 177, Section 178 and Rule 6 of the Companies (Meeting of Board and its Powers)
Rules, 2014, Secretarial Standard 1 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
the Board has Constituted three committees: the audit committee, the nomination and remuneration committee and
the stakeholder’s relationship Committee.

A detailed note on the composition of the Board and its committee’s with other details regarding all the Committees are
provided in theCorporate Governance Report which is a part of this report.

15. NOMINATION AND REMUNERATION POLICY

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate
Governance Report which forms part of this Annual Report.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate
the criteria for appointment & Re - appointment of Directors on the Board of the Company and persons holding senior
management positions in the Company, including their remuneration and other matters as provided under Section 178
of the Act and Listing Regulations.

16. 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 SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017. In a separate meeting of Independent Directors, performance of Non-Independent
directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive
directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the
basis of 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, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire Board, excluding the independent directo^
being evaluated.

Performance Evaluation of the Board and Committees

The performance of the Board was evaluated by the Board Members after considering inputs from all the Directors
primarily on:

^ Board composition and quality with emphasis on its size, diversity, skill set of members;

^ Periodic review of Company''s management and internal control system for appropriateness and relevance;

^ Board process and procedure with emphasis on the frequency of Meetings, Attendance thereof, flow of information;
^ Oversight of Financial Reporting process including Internal Controls and Audit Functions;

^ Engagement in Corporate Governance, ethics and compliance with the Company''s code of conduct.

The Board evaluated the performance of the Committees on the following parameters:

^ Appropriateness of size and composition;

^ Clarity of mandate and well-defined agenda;

^ Reporting to the Board on the Committee''s activities;

^ Availability of appropriate internal and external support or resources to the Committees.

Performance Evaluation of Individual Directors

The performance evaluations of the Individual Directors were carried out by the Board and other Individual Directors,
considering aspects such as:

^ Display of effective leadership qualities and skill;

^ Implementation of observations/ recommendations of Board Members;

^ Effective and timely resolution of grievances of Board Members;

^ Ability to bring convergence in case of divergent views and conflict of interest situation tabled at Board Meetings;

^ Sufficient knowledge of Company strategy and objective;

^ Understand their role as Director, as distinct from management;

^ Adequate and productive use of knowledge and experience of the Independent Directors for the functioning of
Board;

^ Efforts for professional development to enable better fulfilment of their responsibilities;

^ Ask questions/ critique proposals with confidence;

^ Open and effective participation in Board discussions;

^ Keep stakeholder interest as the touchstone in endorsing decisions.

Evaluation Outcome

The evaluation brought to the notice that there is adequate flow of information from Company to the Board and the
suggestions and recommendations given by the Board are considered for follow up action. The Board Committees are
well-managed and functioning excellently. The Committee meetings are held timely with thorough discussions on
agenda items and excellent follow up.

The assessment exercise also brought out that all the Directors are excellently contributing in the functioning of the
Board. The Chairman well balances the functioning of the Board demonstrating effective leadership. The Board has
functioned well and has rigorous discussions. The Board is open and receptive and the members are fully committed to
high standards and are transparent.

17. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board are familiarized with the operations and functioning of the
Company. The details of the training and familiarization program are provided in the Corporate Governance report.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force), the Directors of the Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable Accounting
Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures
from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Companies a^ ₍
at 31^st March, 2024 and of profit and Loss of the Company for the financial year ended 31^st March, 2024;

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

(d) the annual accounts have been prepared on a “going concern” principal;

(e) proper internal financial control laid down by the directors were followed by the Companies and that such internal
financial controls are adequate and operating effectively ; and;

(f) Proper system to ensure compliance with the provisions of all applicable laws was in place and that such system
are adequate and operating effectively.

19. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section
forming part of this Annual Report as Annexure-A. It speaks about the overall industry structure, global and domestic
economic scenarios, developments in business operations/performance of the Company''s various businesses viz.,
decorative business, international operations, industrial and home improvement business, internal controls and their
adequacy, Risk, threats, outlook etc.

20. CORPORATE GOVERNANCEREPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a
Certificate of Auditors on its Compliance forms an integral part of this Report Annual Report as Annexure-B.

21. DETAILS OFSUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Company does not have any Subsidiary / Joint Ventures / Associate Companies.

22. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Act, Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and
applicable Accounting Standards, the Company is not required to submit Audited Consolidated financial statements of
the Company, together with the Auditor''s report from part of this Annual Report.

23. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report,
which is a part of this report.

24. AUDITORS
Secretarial Auditors

The Board of Directors of the Company has appointed Mr. Karan Khurana & Associates, Practicing Company
Secretary, (Certificate of Practice No. 15397) as the Secretarial Auditor to conduct an audit of secretarial records for
the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31^st Day of March, 2024 under Act, read with Rules made
thereunder and Regulations 24A of the listing regulations (including any statutory modification(s) or re - enactment(s)
thereof for the time being in force) is set out in the Annexure-C to this report.

The Secretarial Audit Report does not contain any qualification.

The Board has appointed M/s Karan Khurana & Associates, Practicing Company Secretary, (Certificate of Practice
No. 15397), as Secretarial Auditors of the Company for FY 2024-25. The company has received consent from Mr .Karan
Khurana to act as the auditor for conducting audit of the secretarial records for the financial year ending as on 31^st Day
of March, 2025.

Statutory Auditors

M/s Piyush Mahajan & Associates (Chartered Accountants) (FRN: 028669N), were re-appointed as the Auditors of
the Company at 29^th Annual General Meeting till the conclusion of the Thirty Third Annual General Meeting, to conduct
the audit till the March 31, 2026.

M/s Piyush Mahajan & Associates (Chartered Accountants) (FRN: 028669N) has confirmed that they are not
disqualified from continuing as Auditors of the Company.

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31^st March,
2024. The Auditors'' Report for the financial year ended 31st March, 2024 on the financial statements of the Company is
a part of this Annual Report.

Internal Auditors

M/s Yudhistar Sharma & Co., Chartered Accountants was re- appointed by the Board of Directors to perform the duties of
Internal Auditor of the Company for the Financial Year 2024-25.

25. VIGIL MECHANISM/ WHISTLE BLO WER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a Mechanism for reporting
illegal or unethical behavior. The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI
Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company''s website at
https://www.pioneeragro.co.in/the-organisation/investors-info.

The Company has provided email address of Vigilance and Ethics Officer in its policy to which all protected disclosures
should be addressed. It is affirmed that no person has been denied access to the Audit Committee. The employees are
encouraged to voice their concerns by way of whistle blowing and the policy provides complete confidentiality and
safeguard of the employees who raises the whistle against such improper conduct.

26. BUSINESS RESPONSIBILITY STATEMENT

A Business Responsibility Report as required in terms of the provisions of Regulation 34(2)(f) of SEBI Listing
Regulations, is not applicable on the Company.

27. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has established a robust framework for internal financial controls. The Company has in place adequate
controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the
Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and timely preparation of reliable financial information. During the year, such
controls were assessed and no reportable material weaknesses in the design or operation were observed.

Accordingly, the Board is of the opinion that the Company''s internal financial controls were adequate and effective
during FY2023-24.

28. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the annual return of the Company is available on the Company''s website at the following web link:-
https://www.pioneeragro.co.in/the-organisation/investors-info

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no such significant and material orders passed by the regulators or courts or tribunals, impacting the going
concern status and company''s operations in future.

30. LOANS, GUARANTEES OR INVESTMENTS
^ Details of Loans:-

The members of the company in the 30^thAnnual General Meeting had approved loans of an amount of ^ 4.50 Crores
to Pioneer Industries Private Limited ( formerly known as Pioneer Industries Limited) (a body corporate in
which director is interested), pursuant to the provisions of section 185(2) of the Companies Act, 2013.

^ Details of Investments:-

During the year under the review, the company has not directly or indirectly invested in any body corporate.

^ Details of Guarantee / Security Provided:-

During the year, the Company has not directly or indirectly, given any guarantee or provided any security in
connection with a loan to any other body corporate or person(s).

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions which were repetitive in nature, entered on arm''s length basis in the ordinary course
of business and compliance with Section 188 (1) of the Companies Act 2013 read with rules made there under,
Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015and other applicable
provisions of the Law.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with
the Policy on dealing with and Materiality of Related Party Transactions, formulated by the Company.

The Related Party Transactions Policy as approved by the Board was uploaded on the Company''s website pursuant to
Regulation 46 of the SEBI (LODR) Regulations, 2015 at the web link:
https://drive.google.com/file/d/1qHf9yRDIbATHbpHB9OjUdudG-Uvol9n8/view.

The information relating to particulars of contracts or arrangements with related party prepared under Section 188(1)
of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rule, 2014 is in Form AOC-2is appended as
Annexure-D to the Directors'' Report as required.

Details of the transactions with Related Parties are provided in the accompanying financial statements. Members may
refer to Note 23 to the financial statements which set out related party disclosures.

32. PARTICULARS OF EMPLOYEES

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, details/information related to the remuneration of Directors and Key Managerial
Personnel are set out as Annexure-E to the Directors'' Report.

There is no information required to mention under Rule 5 (2) except statement showing details pertaining to names of
the top ten employees in terms of remuneration drawn and various other details related as per Rule 5(3) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

Further, the Company has no such employee who falls under Rule 5 (2)(i), (ii) and (iii) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Amendment Rules, 2016.

33. CODE OF CONDUCT

The Board of Directors has approved a code of conduct which is applicable to members of the Board and all employees
in the course of day to day business operations of the Company. The code has been placed on the Company''s website
https://drive.google.com/file/d/1mlGkML9FfZVaHilMdgCk3FCVgv5Hf6aN/view.The Code lays down the
standard procedure of business conduct which is expected to be followed by the directors and the designated employees
in their business dealings and in particular on matters relating to integrity in the work place, inbusiness practices and in
dealing with stakeholders.

All the Board Members and Senior Management personnel have confirmed compliance with the code.

34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated
under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules,
2014 are given in Annexure -F.

35. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has formulated a Policy on prevention of Sexual Harassment at workplace for prevention, prohibition and
redressal of Sexual Harassment of Women at Workplace (Prevention, Prohibition and redressal) Act, 2013(hereinafter
referred to as "Prevention of Sexual Harassment Act”).

To prevent the sexual harassment in workplace the company has set up Internal Complaints Committee in the company
comprising a presiding officer who is senior level woman employee, members with legal knowledge or experience in
social work and one independent member from outside the organization who expertise in dealing with such matters and
has the relevant knowledge and experience. The Committee is responsible for dealing with all matters related to the
subject. The committee constitution has been communicated to all employees.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates.
The Company periodically conducts sessions for employees across the organization to build awareness about policy and
the provisions of Prevention of Sexual Harassment Act.

During the financial year 2023-24, company has not received any complaint of Sexual Harassment.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

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

37. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR

No company has become or ceased to be our company''s subsidiaries, Joint Ventures or Associate Company during the
year.

38. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2024.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF2016) AND THEIR STATUS

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year

40. LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (''BSE''). The due annual listing fees for the
financial year 2023-24 has been paid to the Stock Exchanges i.e. BSE

For and on behalf of the Board
Pioneer Agro Extracts Limited

Sd/ Sd/

_{Date: 14}th _{August 2024} ^Jag^{at Mohan A}gg^{arwal Sanjeev Kumar Kohli}

_Plac_{p: P}a_thank_ot'' ^(Managⁱⁿg ^{Director) (Director)}

^: DIN:00750120 DIN:07144225

---

Mar 31, 2015

The Directors have pleasure in presently their 23rd Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015. Financial Results:

March 31,2015 March 31,2014

Particulars

Gross Sales 517019247 381205631

Less: State Excise & VAT 20476 64834

Net Sales 516998771 381140797

Other Income 3353819 2964338

Total 520352590 384105134

Profit before depreciation & -19675948 -10053346 taxation

Less: Depreciation 6715316 7577899

Less: Provision for taxation 657175 710644

Add: Prior period adjustment (Taxation) 93750 0

Profit after taxation -25827839 -16920581

Add: Balance brought forward from previous year WTO1OH -17745164 -824583



Surplus available for appropriation 0 0

Appropriations 0 0

General Reserve 0 0

Proposed Dividend 0 0

Tax on Dividend

Additional depreciation on fixed asset 0 0

Balance carried to Balance sheet -43573003 -177451664

DIVIDEND:

During the year under review, the Board of Directors has not recommended any dividend on the equity share capital. The Company wants to conserve the resources and strengthen the financial base of the company. So that your directors do not recommended any dividend for the financial year ended 31a March, 2015.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs.4, 33 23,000. During the year under review, the company neither issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was 27,89,868/- The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company's CSR philosophy is based on the belief that a successful business can be developed only by creating a prosperous society around. Reaching out to deprived communities is part of the company's vision and its CSR initiatives aim at supplementing the government endeavors to help the citizens in the vicinity achieve better living standards, and good quality of life. The company has been engaging with civil society, public at large through disseminator/of ks CSR. initiatives.

DIVIDEND:

During the year under review, the Board of Directors has not recommended any dividend on the equity share capital. The Company walls to conserve the resources and strengthen the financial base of the company. So that your directors do not recommended any dividend for the financial year ended 31™ March, 2015.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs.4, 33 23,000. During the year under review, the company neither issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was 27,89,868/- The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company's CSR philosophy is based on the belief that a successful business can be developed only by creating a prosperous society around. Reaching out to deprived communities is part of the company's vision and its CSR initiatives aim at supplementing the government endeavors to help the citizens in the vicinity achieve better living standards..arjd good quality of life. The company has been engaging with civil society, public at large through dissemination Of te€8H£| initiatives.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo is given in the Aiinexure No A. which forms part of the Board Report.

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

Mr. Anuj Rai Bansal has resigned from the Board of Company on 01.10.2014. The Board places on record its gratitude for the services rendered by Mr. Anuj Rai Bansal during his tenure as Member of the Board.

As per the Provision of Section 152 of the Companies Act 2013 Sh. Ajay Kumar Goel, Whole Time Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Your Board of Director has recommended his appointment in their meeting held on 30th May, 2015.

Sh. Sanjeev Kumar Kohli was appointed as an Additional Director on 31st April, 2015 under section 161 of the Companies Act 2013 who holds office till the date of the ensuing Annual General Meeting of the Members of the Company. It has been proposed to appoint him as an Independent Director not retire by rotation for a consecutive term of Five years effective from the date of passing of resolution by the members through postal ballot which has been sent to the members.

The company should have at least one woman Director under Section 149 of the Companies Act, 2013. In light of above view Smt. Neeraj Sharma was appointed as an Additional Director on 12Ih March, 2015 under section 161 of the Companies Act 2013 who holds office till the date of the ensuing Annual General Meeting of the Members of the Company. It has been proposed to appoint her as an Independent Director not retire by rotation for a consecutive term of Five years effective from the date of passing of resolution by the members through postal ballot which has been sent to the members.

Mr. Shyam Manohar Parashar has been appointed as Chief Financial Officer ofthe Company on 22nd August, 2014 as per provisions of Section 203 ofthe Companies Act, 2013.

Mr. Sahil Mahajan has been appointed as Company Secretary ofthe Company on 22nd August, 2014 as per provisions of Section 203 ofthe Companies Act, 2013

Declaration of Independence by Directors

The company has received the declaration from all the Independent Directors ofthe Company Mr. Sanjeev Kohli, Mrs. Neeraj Sharma. Mr. Rajinder Kumar Uppal and Mr. Dinesh Sharma confirming that they meet to the criteria of Independence prescribed both under sub-section (6) of Section 149 ofthe Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Remuneration Policy

The Board has, on the recommendation ofthe Appointment & Remuneration Committee framed a policy for SgJK&lSirRs,* appointment of Directors, Senior Management and their remuneration. The Remuneration Policy Corporate Governance Report.

Director's Responsibility Statement:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Related Party Transactions

The company has entered a contract with its related party Pioneer Industries Limited. Before entering into, the Audit Committee of the Company has approved such related party transaction to be performed with Pioneer Industries Limited. The particulars of contracts entered into by the company with its related party i.e. Pioneer Industries Limited pursuant to Section 188 of the Companies Act, 2013 is annexed herewith in Form AOC-2. Annexure No B. which forms a part of the Report.

Subsidiary Companies

The Company does not have any subsidiary.

Code of Conduct

The Board of Directors has approved a "Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.pioneeragro.co.in.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Vigil Mechanism / Whistle Blower Policy:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

Auditor's Report/ Secretarial Audit Report

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Auditors

M/s Vasudeva & Co., Chartered Accountants, Statutory Auditor of the Company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment for the Financial Year 2015-16. The Company has received a written certificate to the effect that their appointment, if made, would be made within prescribed limits under Section 14l{3)(g) of the Companies Act 2013 read with Companies (Audit & Auditors) Rules, 2014 and they are not disqualified for appointment. The Board and Audit Committee have also recommended statutory auditor's re- appointment. Members are requested to consider their re-appointment.

Further M/s Yudhistir & Co., Chartered Accountants has been appointed as Internal Auditor pursuant to Section 138 of the Companies Act, 2013 for the Financial Year 2015-16 Appointment of Cost Auditor of the Company

The Board appointed M/s J.Verma & Associates, Cost Accountant, as cost auditor of the Company for the financial year 2015-16 for Edible Oil business at a remuneration of Rs. 25000/- plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members of the Company at the ensuing Annual General Meeting of the Company pursuant to Section 148 of the Companies Act 2013 read with Companies (Audit and Auditors) rules, 2014.

Secretarial Audit

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Anuj Bansal & Associates, Practicing Company Secretary to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit report is annexed herewith as "Annexure C"

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure D".

Business Risk Management:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference ace set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of th'ei corripaiy.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Eight Board Meetings, Five Remuneration Committee, Four Stakeholders Relationship Committee, One Independent Director Meeting, and Six Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act. the reports and accounts are being sent to the members and others entitled thereto, excluding the information oh employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

Corporate Governance and Management Discussion & Analysis Reports

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement

Segment wise Performance

Your company is engaged in the manufacturing of edible oils and vanaspati, which as per Accounting Stand and 17 and under provisions of Companies (Accounting Standard) Rules is considered the only primary business segment i.e. Edible Oils Segment.

Acknowledgements

Your directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and cooperation your Company has been receiving from its suppliers, stockiest, retailers, business partners and other associated with the company as its trading partners. Your company looks upon them as partners in its progress and has shared with them the rewards of growth.

The Directors also wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of the Board

(Ajay Kumar Goel)

Joint Managing director (Jagat Mohan Aggarwal)

Din No-01105207 Managing Dircetor

Din No-00750120

Place: Pathankot

Dated: 27.05.2015

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Mar 31, 2014

The Members,

The Directors have great pleasure in presenting the 22nd Annual Report on the business and operation of the company together with Audited Financial Statement of Accounts for the year ended March 31 2014.

FINANCIAL RESULTS

During the current year operations the financial performance of the Company was as under-

{Rs. in Lacs)

Particulars 2013-14 2012-13

Operating Profit/(Loss) (33.17) 59.02

Interest & Financial charges 67,36 84.61

Net Profit/(Loss) before Depreciation & taxation (100.53) (25.59)

Depreciation 75.78 88.66

Net Profit/(Loss) after Depreciation (176.31) (114.25) but before taxes

Provision for Taxation (net of (7,11) (9.97) Current & Deferred Tax)

Net Profit/(Loss) after taxation (169.20) (104.28)

Excess taxation provision written back 0,00 0.00

Income Tax paid 0.00 0.00

Net Profit/(Loss) brought forward from the (8.25) 96.03 previous years

Profit/(Loss) carried to Balance Sheet (177.45) (8.25)

DIVIDEND

In order to conserve the resources and strengthen the financial base of the company and funds requirement for the smooth working of unit and further growth, your directors do not recommend any dividend for the year ended 31st March, 2014.

OPERATIONS AND BUSINESS PERFORMANCE

The sales and other income during the year is Rs 3811.41 lacs as against Rs. 5869.71 lacs during the previous year. The production of vanaspati and refined oils aggregated to 5257.653 M.T. as against 7741.183 M.T during the previous year.

Kindly refer to Management Discussion and Analysis covered under Corporate Governance that forms parts of this Annual Report.

DIRECTORS

Mr. Anil Thapar & Mr. Sameer Aggarwal have resigned from the Board of Company on 28.10.2013 & 30.11.2013 respectively. The Board places on record its gratitude for the services rendered by Mr. Anil Thapar & Mr. Sameer Aggarwal during their tenure as member of the Board.

Mr. Bharat Bhusan Aggarwal, director is liable to retire by rotation and being eligible have offered himself for reappointment at the ensuing AGM. Your Board of directors has recommended his appointment in their meeting held on 30th May, 2014.

Mr Rajinder Kumar Uppal has been appointed Independent Director w.e.f. 30.05.2014 to fill the vacancy arises from the resignation of Mr. Sameer Aggarwal.

Mr. Dinesn Sharma is proposed to be re-appointed as Independent Director by Board of Directors w.e.f. 01.10.2014 for Five Years subject to approval of Shareholders of the Company as per Section 149(10) and 149(11) read with Schedule IV of the Act within 1 year from 1st April, 2014, subject to compliance with the eligibility and other prescribed conditions.

Mr. N.L Chaddha has been appointed as Chief Executive Officer of the company w.e.f.07.05.2014

LISTING OF SECURITIES

The Company''s share continues to remain listed with "The Bombay Stock Exchange, Mumbai".

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956, the Directors of the Company state that:

(a) in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for that period;

(c) the Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the Public under section 58A of the Companies Act read together with Companies (Acceptance of Deposits) Rules, 197§ during the year 2013-14, further, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance sheet

INSURANCE

APPOINTMENT OF STATUTORY AUDITOR/ INTERNAL AUDITOR

M/s Anil Vasudeva & Co., Chartered Accountants, Statutory Auditors of the company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment, The Company has received a written certificate as per section 141 of Companies Act 2013, read with Companies (Audit & Auditors Rule 2014) to the effect that their appointment, if made, would be within the prescribed limit. The Board and Audit committee has also recommended statutory auditor''s appointment. Members are requested to consider their re-appointment,

M/s. Yudhisthir & Co, Chartered Accountants has been appointed as Internal Auditor pursuant to section 138 of Companies Act 2013 for the financial year 2014-15.

AUDITOR''S REPORT.

The observations made in the Auditor''s Report together with the Notes on Accounts thereon are self explanatory and require no further clarification from the directors under section 217 (3) of the Companies Act, 1956.

APPOINTMENT OF COST AUDITORS ''

To comply with the provisions of the Companies Act, 2013, the Board of Directors has approved to re-appoint M/s J. Verma & Associates, Cost Accountants, Jalandhar as Cost Auditors of the Company for the Financial Year 2014-15 subject to Central Government Approval & Shareholder approval.

Further, due date of filing the Cost Audit Report in respect of Animal or Vegetable Fats and Oils activities of the Company for the financial year 2012-13 was 30th September 2013, and the same was filed with the Ministry of Corporate Affairs, Govt, of India on 3rd September, 2013. .

Cost Audit Report for the Financial Year 2013-14 will be submitted by the Company/Cost- Auditors in due course.

CORPORATE SOCIAL RESPONSIBILITY: COMPANY''S PHILOSOPHY:

The Company''s CSR philosophy is based on the belief that a successful business can be developed only by creating a prosperous society around. Reaching out to deprived communities is part of the Company''s vision and its CSR initiatives aim at supplementing the government endeavors to help the citizens in the vicinity achieve better living standards and good quality of life. The Company has been engaging with civil society, public at large through dissemination of its CSR initiatives.

HUMAN RESOURCES:

The Company recognizes the need to have optimum level of human resource and orientation towards team efforts for sustained growth and perform -ance. Your company believes that people constitutes the strength of the organization and has established systems that reduces hierarchy and fosters performance, transparency, fairness and empowerment at all levels.

Your company continues to maintain excellent industrial relations with all its employees and independent job work firms. Adequate safety and welfare measures are in place and your company will continue to improve the same on ongoing basis.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration which requires disclosures under section 217 (2A) of the Companies Act, 1956 and the rules made therein as amended from time to time. Further, since there was no such remuneration received the company had nothing to disclose under the requirements of provisions section 219 (1) (b) of the said Act.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board) Rules, 1988 regarding Conversation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, wherever applicable, is given in the Annexure ''A'' which forms a part of this Report.

HUMAN RESOURCES

Your Company''s Human Resource agenda for the year was focused on strengthening four key areas: building a robust and diverse talent pipeline, enhancing individual and organisational capabilities for future readiness, driving greater employee engagement and strengthening employee relations further through progressive people practices at the shopfloor. Your Company has been investing in progressive employee relations practices to ensure that it invests in capability at the grass root level.

REPORT ON CORPORATE GOVERNANCE

It has always been the Company''s endeavor to excel through better Corporate Governance and fair and transparent practices. The Company complies with the clause 49 of the Listing Agreement.

The Board of Directors of the Company had also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the following form part of this Annual Report:

(a) Compliance certificate from Chairman and Managing Director and General Manager (Finance) is given as Annexure ''B'' to the Directors'' Report.

(b) Corporate Governance Report along with Auditors certificate regarding compliance of Corporate Governance is attached as Annexure C.

(c) Management''s 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.

SEGMENT WISE PERFORMANCE ,

Your Company is engaged in the manufacturing of edible oils and vanaspati, which, as per Accounting Standard 17 and under provisions of Companies (Accounting Standard) Rules 2006 is considered the only primary business segment i.e. Edible Oils Segment.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co- operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board

(Jagat Mtdran Aggarwal) (Ajay JSumar Goel) Managing Director Joint Managing Director DIN: 00750120 DIN: 01105207

Address:"Vasu Vatika",Shant Vihar, Address: Opposite DAV Centenary Garden Colony Extension, Mission Senior Sec.School, Mission Road, Road, Pathankot-145001 Pathankot-145001

Place: Pathankot Dated : 30.05.2014

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Mar 31, 2013

To, The Members,

The Directors have great pleasure in presenting the 21st Annual Report on the business and operation of the company together with Audited Financial Statement of Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

During the current year operations the financial performance of the Company was as under -

(Rs. in Lacs)

Particulars 2012-13 2011-2012

Operating Profit/(Loss) 59.02 273.32

Interest & Financial charges 84.61 124.90

Net Profit/(Loss) before Depreciation & taxation (25.59) 148.42

Depreciation 88.66 65.49

Net Profit/(Loss) after Depreciation but before taxes (114.25) 82.93

Provision for Taxation (net of Current & Deferred Tax) (9.97) 15.30

Net Profit/(Loss) after taxation (104.28) 67.63

Excess taxation provision written back 0.00 0.00

Income Tax paid 0.00 0.00

Net Profit/(Loss) brought forward from the previous years 96.03 28.40

Profit/(Loss) carried to Balance Sheet (8.25) 96.03

DIVIDEND

In order to conserve the resources and strengthen the financial base of the company and funds requirement for the smooth working of unit and further growth, your directors do not recommend any dividend for the year ended 31st March, 2013.

OPERATIONS AND BUSINESS PERFORMANCE

The sales and other income during the year is Rs.5869.71 lacs as against Rs. 12101.69 lacs during the previous year. The production of vanaspati and refined oils aggregated to 7741.183 M.T. as against 18040.279 M.T. during the previous year.

Kindly refer to Management Discussion and Analysis covered under Corporate Governance that form parts of this Annual Report.

DIRECTORS

Mr. Vipan Aggarwal has resigned from the Board of Company on 30.05.2013. The Board places on record its gratitude for the services rendered by Mr. Vipan Aggarwal during his tenure as member of the Board.

Mr. Dinesh Sharma and Mr. Sameer Aggarwal are the directors liable to retire by rotation and being eligible have offered themselves for reappointment at the ensuing AGM. Your Board of directors have recommended his appointment in their meeting held on 30th May, 2013.

LISTING OF SECURITIES

The Company''s share continues to remain listed with "The Bombay Stock Exchange, Mumbai".

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956, the Directors of the Company state that:

(a) in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for that period;

(c) the Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the Public under section 58A of the Companies Act read together with Companies (Acceptance of Deposits) Rules, 1975 during the year 2012-13, further, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance sheet.

INSURANCE

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, flood and other risks which are considered necessary by the Management.

APPOINTMENT OF STATUTORY AUDITORS

M/s Anil Vasudeva & Co., Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under Section 224(1 B) of the Companies Act, 1956. The Board and Audit committee has also recommended statutory auditor''s appointment. Members are requested to consider their re-appointment.

AUDITOR''S REPORT.

The observations made in the Auditor''s Report together with the Notes on Accounts thereon are self explanatory and require no further clarification from the directors under section 217 (3) of the Companies Act, 1956.

APOINTMENT OF COST AUDITORS

To comply with the provisions of Section 233B of the Companies Act, 1956, the Board of Directors has approved to re-appoint M/s J. Verma & Associates, Cost Accountants, Jalandhar as Cost Auditors of the Company for the financial year 2013-14 subject to Central Government Approval.

Further, due date of filing the Cost Audit Report in respect of Animal or Vegetable Fats and Oils activities of the Company for the financial year 2011-12 was 28th February 2013, and the same was filed with the Ministry of Corporate Affairs, Govt, of India on 30th Dec 2012.

Cost Audit Report for the Financial Year 2012-13 will be submitted by the Company/Cost- Auditors in due course.

CORPORATE SOCIAL RESPONSIBILITY: COMPANY''S PHILOSOPHY:

The Company''s CSR philosophy is based on the belief that a successful business can developed only by creating a prosperous society around. Reaching out deprived communities is part of the Company''s vision and its CSR initiatives aim at supplementing the government endeavors to help the citizens in the vicinity achieve better living standards and good quality of life. The Company has been engaging with civil society, public at large through dissemination of its CSR initiatives.

RESPECT FOR HUMAN RESOURCES:

The Company recognizes the need to have optimum level of human resource and orientation towards team efforts for sustained growth and performance. Your company believes that people constitutes the strength of the organization and has established systems that reduces hierarchy and fosters performance, transparency, fairness and empowerment at all levels.

Your company continues to maintain excellent industrial relations with all its employees and independent job work firms. Adequate safety and welfare measures are in place and your company will continue to improve the same on ongoing basis.

RESPECT FOR ENVIRONMENT:

The Company has long believed that it has a moral responsibility to ensure environment friendly practices even if there are no external regulations and controls. The Company has been taking up initiatives towards promoting green cover, ever since our inception, both within the factory premises and helping others to do this. In addressing issues of environmental care and climate change the Company has taken a holistic perspective. It covers a spectrum of activities, enhancing green belts, discharge elimination, leakage elimination, air emission reduction, adoption of clean processes, energy conservation, optimization of fuels and oils, recycling, recovery and reuse, process waste reduction, and resource conservation. These efforts have led to significant saving in natural resources particularly water and energy. By treating the outflows, water is being reused for the plant processes themselves or for irrigation purposes. Through continuous efforts, the Company has been able to bring down its energy use.

RESPECT FOR HUMAN RIGHTS:

All care and precautions are taken to avoid any cases of complicity with human rights abuses in workplaces and operational areas.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration which requires disclosures under section 217 (2A) of the Companies Act, 1956 and the rules made therein as amended from time to time. Further, since there was no such remuneration received the company had nothing to disclose under the requirements of provisions section 219 (1) (b) of the said Act.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board) Rules, 1988 regarding Conversation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, wherever applicable, is given in the Annexure ''A'' which forms a part of this Report.

EMPLOYEE RELATIONS

Industrial relations during the year under review were cordial and peaceful. The management wishes to place on record, the excellent cooperation and contribution made by the employees, collectively called "PIONEER FAMILY", at all levels of the organisation to the continued growth of the company. There was constant focus on all round organizational development. Various training programs including visionary exercises were conducted for personal as well as professional development of the employees.

REPORT ON CORPORATE GOVERNANCE

it has always been the Company''s endeavor to excel through better Corporate Governance and fair and transparent practices. The Company complies with the clause 49 of the Listing Agreement.

The Board of Directors of the Company had also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the following form part of this Annual Report:

(a) Compliance certificate from Managing Director and General Manager (Finance) is given as Annexure ''B'' to the Directors'' Report.

(b) Corporate Governance Report along with Auditors certificate regarding compliance of Corporate Governance is attached as Annexure C.

(c) Management Discussion and Analysis

SEGMENT WISE PERFORMANCE

Your Company is engaged in the manufacturing of edible oils and vanaspati, which, as per Accounting Standard 17 and under provisions of Companies (Accounting Standard) Rules 2006 is considered the only primary business segment i.e. Edible Oils Segment.

ACKNOWLEDGEMENT

Yours Directors express their deep and sincere appreciation for the continued cooperation and valuable support extended to the company by the Government Authorities, Company''s Bankers, Financial Institutions, vendors, Customers and shareholders during the year under review and look forward to receive greater measure of the same. Your Directors also express and convey their warm appreciation to all employees for their diligence and contribution to the Growth of the Company.

Your support as shareholders is greatly valued.

For and on behalf of the Board

Dated : 30.05.2013 (JAGAT MOHAN AGGARWAL) (AJAY GOEL)

Place : Pathankot Managing Director Joint Managing Director

---

Mar 31, 2010

LISTING OF SECURITIES

Shares of the Company are listed on "The Stock Exchange, Mumbai".

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956, the Directors of the Company state that:

(a) In the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures,

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for that period;

(c) The Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for preventing and detecting fraud and other irregularities;

(d) That the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

The Company has not accepted Fixed Deposits from the Public under section 58A of the Companies Act read together with Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

INSURANCE OF FIXED ASSETS

The Fixed Assets of the Company are adequately insured.

AUDITORS

M/s. AnrJ Vasudeva & Co., Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from them to the effect that their appointment, if made would be within the prescribed limit under Section 224(1 B) of the Companies Act, 1956. Members are requested to consider their reappointment.

AUDITORS REPORT.

The observations made in the Auditors Report together with the Notes on Accounts thereon are self explanatory and require no further clarification from the directors under section 217 (3) of the Companies Act, 1956. Due to wide fluctuation in the prices of Edible oil, as it is quite difficult for the management to predict the profitability of the company so, no provision for deferred tax has been provided.

COST AUDITORS

M/s J. Verma & Associates, Cost Accountants, Jalandhar have been appointed as Statutory Cost Auditors of the Company for the financial year 2010-2011 for which approval from the Central Government, Cost Audit Branch, New Delhi has already been received.

PARTICULARS OF EMPLOYEES

There has been no employee who was getting the remuneration in excess of the prescribed limits under section 217(2A)of the Companies Act, 1956. Therefore, the information as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 has not been furnished.

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

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, wherever applicable, is given in the Annexure A which forms a part of this Report.

EMPLOYEE RELATIONS

The relations with the staff members and the workforce continued to be cordial and satisfactory during the year under review. Your Directors are pleased to acknowledge their sincerity and dedication for the development of the Company.

COMPLIANCE CERTIFICATE

Pursuant to the provisions of section 383A (provision) of the Companies Act, 1956 read with Company (Compliance Certificate) Rules, 2001, the company has obtained the Compliance Certificate from the Practicing Company Secretary and the copy of the same is attached herewith. Since the Compliance Certificate is self explanatory, so no further comments are required.

CORPORATE GOVERNANCE

A report on the Corporate Governance along with Auditors Certificate is attached to the report.

SEGMENT WISE PERFORMANCE

Your Company is engaged in the manufacturing of edible oils and vanaspati, which, in context of Accounting Standard 17 as per provisions of Companies (Accounting Standard) Rules 2006 and is considered the only business segment i.e. Edible Oils Segment.

ACKNOWLEDGEMENT

Yours Directors would like to express their grateful appreciation for the support, guidance and co-operation extended to the Company by various agencies of the Central Government, State Government, Financial Institutions, Banks, creditors, customers, distributors and suppliers. Your Directors also wish to place on record their appreciation for the sincere and dedicated services of the executives, staff and workers of the Company at all levels.

Your support as shareholders is greatly valued.

For and on behalf of the Board

Place : Pathankot JAGAT MOHAN AGGARWAL

Dated: 30.05.2010 Chairman-Cum-Managing Director