Ajanta Soya Ltd. Annual Report 2006

8/8/2019 Ajanta Soya Ltd. Annual Report 2006

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AJANTA SOYA LIMITED

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NOTICE

NOTICE is hereby given that the 15th

Annual General Meeting of the Members of the Company will be held on Saturday, 30th

September, 2006 at 11.30 A.M. at the Registered Office and Works of the Company at SP-916, RIICO Industrial Area, PhaseIII, Bhiwadi 301 019, Distt. Alwar, Rajasthan to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2006 and Profit and LossAccount for the year ended on that date together with the Reports of the Auditors and Directors thereon.

2. To appoint a Director in place of Mr Bishan Goyal who retires by rotation and, being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr Harsh Chander Kansal who retires by rotation and, being eligible, offers himself for re-appointment.

4. To appoint the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion ofthe next annual general meeting and to authorize the Board to fix their remuneration.

SPECIAL BUSINESS:

5. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Sections 198, 269 and 309 read with Schedule XIII of the CompaniesAct, 1956 and the Articles of the Association of the Company, and other applicable provisions, if any, the consent of themembers be and is hereby given for appointment of Mr Gagan Goyal as a Whole Time Director of the Company for aperiod of three years with effect from 1 st May, 2006 at a gross monthly remuneration not exceeding Rs. 15,000 (Rupeesfifteen thousand only) whether paid as salary, allowance(s), perquisites or a combination thereof provided that the followingperquisites will not be included in the aforesaid remuneration:

a. Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put togetherare not taxable under the Income-tax Act, 1961;

b. Gratuity payable at a rate not exceeding half a months salary for each completed year of service; and

c. Encashment of leave at the end of tenure.

Provided further that payment/re-imbursement of telephone and/or mobile phone(s) bills, conveyance, fuel expenses orother out of pocket expenses incurred in course of the official duties will not be included in the aforesaid remuneration.

RESOLVED FURTHER THAT in the event of loss, absence or inadequacy of profits, the aforesaid remuneration shall bethe minimum remuneration.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any committee/sub-committee of theBoard) be and is hereby authorised to assign and delegate, from time to time, such work, duties, power and authorities tothe Whole Time Director as it may deem fit and proper.

RESOLVED FURTHER THAT the Board of Directors and the Remuneration Committee of the Company be and arehereby severally authorised to fix such remuneration and to work out various components of the remuneration packageas it may deem fit and proper within the overall limits of the remuneration as approved above.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any committee/sub-committee of theBoard) be and is hereby authorised to take all necessary steps to give effect to the aforesaid resolution.

6. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Sections 198, 269 and 309 read with Schedule XIII of the CompaniesAct, 1956 and the Articles of the Association of the Company, and other applicable provisions, if any, consent of theMembers be and is hereby given for increase in remuneration of Mr Sushil Goyal, Managing Director of the Company witheffect from 1st October, 2006 for the remaining period of his current term as the Managing Director of the Company in thefollowing manner:


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(i) Gross monthly remuneration not exceeding Rs. 50,000 (Rupees fifty thousand only) whether paid as salary,allowance(s), perquisites or a combination thereof;

provided that the following perquisites will not be included in the aforesaid remuneration:a. Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put

together are not taxable under the Income-tax Act, 1961;

b. Gratuity payable at a rate not exceeding half a months salary for each completed year of service; and

c. Encashment of leave at the end of tenure.

(ii) payment/re-imbursement of telephone and/or mobile phone(s) bills, conveyance, fuel expenses or other out ofpocket expenses incurred in course of the official duties will not be included in the aforesaid remuneration.

RESOLVED FURTHER THAT in the event of loss, absence or inadequacy of profits, the aforesaid remuneration shall bethe minimum remuneration.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any committee/sub-committee of theBoard) be and is hereby authorised to assign and delegate, from time to time, such work, duties, power and authorities tothe Managing Director as it may deem fit and proper.

RESOLVED FURTHER THAT the Board of Directors and the Remuneration Committee of the Company be and are

hereby severally authorised to fix such remuneration and to work out various components of the remuneration packageas it may deem fit and proper within the overall limits of the remuneration as approved above.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any committee/sub-committee of theBoard) be and is hereby authorised to take all necessary steps to give effect to the aforesaid resolution.

For and on Behalf of the BoardFor AJANTA SOYA LTD

Sd/-Date : 25th August, 2006 SUSHIL GOYALPlace : New Delhi Managing Director

NOTES:

A. Appointment of Proxy: A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend

and vote instead of himself/herself and the proxy need not be a member of the Company. The proxy form in orderto be effective must be deposited with the Company not less than 48 hours before the time fixed for commencementof the Meeting.

B. Corporate Members: Corporate Members intending to send their authorised representatives are requested to send aduly certified copy of the Board Resolution authorizing the representatives to attend and vote at the Annual GeneralMeeting.

C. Members/Proxies attending the meeting are requested to bring their copy of Annual Report to the Meeting.

D. Queries at the AGM: Queries proposed to be raised at the Annual General Meeting may be sent to the Company at itsregistered office at least seven days prio r to the date of AGM to enable the management to compile the relevant informationto reply the same in the meeting.

E. Book Closure: The Register of Members and Share Transfer Books of the Company will remain closed from Monday,25th September, 2006 to Saturday, 30th September, 2006 (both days inclusive) for the purpose of the AGM.

F. Members are requested to notify any change in their address/ mandate/ bank details immediately to the share transfer

Agent of the Company- M/s Skyline Financial Services Pvt Ltd.G. Inspection of Documents: Documents referred to in the Notice etc., are open for inspection at the registered office of

the Company at all working days except Saturdays between 11 A.M. and 2 P.M. up to the date of Annual GeneralMeeting.


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H. Explanatory Statement: Explanatory Statement as required under section 173(2) of the Companies Act, 1956, in respectof Special Business under item no. 5 and 6 enclosed herewith.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

ITEM NO. 5:

Mr Gagan Goyal was appointed as the Whole Time Director of the Company in the Board meeting held on 29 th April, 2006w.e.f. 1st May, 2006. His Appointment as Whole Time Director is subject to the approval of members of the Company. MrGagan Goyal is BBA by qualification and has good experience in Marketing & Finance. He is involved in Marketing and financerelated matters of the Company.

Brief details of Mr Gagan Goyal is given in the report on Corporate Governance, which is enclosed with the Directors Report.The Board of Directors and the Remuneration Committee have already approved the appointment and remuneration respectively.The members approval is required by way of an ordinary resolution in this regard.

None of the directors of the Company except Mr Sushil Goyal, Mr Bishan Goyal and Mr Gagan Goyal himself is concerned orinterested in the proposed resolution.

ITEM NO. 6:Mr Sushil Goyal has been the Managing Director of the Company since last eight years. He was re-appointed as ManagingDirector of the Company w.e.f. 27 th July, 2003 for a further period of 5 years. Considering his valuable contributions to theCompany, it is proposed to increase the remuneration payable to Mr Sushil Goyal, Managing Director. The enhanced remunerationwill be payable with effect from 1st October, 2006 till the date of expiry of his current term as Managing Director i.e., 26th July,2008. The Remuneration Committee has already approved and recommended the proposed enhancement of remuneration.

Members approval is required by way of a ordinary resolution for the proposed increase in remuneration.

None of the directors of the Company except Mr Gagan Goyal, Mr Bishan Goyal and Mr Sushil Goyal himself is concerned orinterested in the proposed resolution.


Sd/-

Date : 25

th

August, 2006 SUSHIL GOYALPlace : New Delhi Managing Director


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DIRECTORS REPORT

Dear Members

Your Directors have pleasure in presenting the Annual Report of your Company together with the Audited Annual Accounts forthe financial year ended 31st March, 2006.

FINANCIAL HIGHLIGHTS (Amount in Lacs)

Year ended Year ended Particulars

31/03/2006 31/03/2005

Net Sales

a) Vanaspati/Refined/Raw Oil 22,007.52 19888.26b) Rice 814.50c) Copper 1495.22d) Shares/Securities 0.39

Other Income 14.77 15.81

Increase/ (Decrease) in Stocks 350.54 (48.03)

Total Income 22,373.22 22165.76Total Expenditure 22,314.66 22109.54

Extraordinary Items (1.52) (0.35)

Profit before tax 57.04 55.87

Provision for tax (2.30) (23.93)

Profit after tax 54.74 31.94

Transfer to Reserve

Paid-up Share Capital 1189.66 1189.66

Reserves and Surplus (excluding revaluation reserve) 596.78 542.05

YEAR IN RETROSPECT

During the year under review, total income of the Company was Rs. 22373.22 lacs as against Rs. 22165.76 lacs in theprevious year. The Company was able to earn a profit after tax of Rs. 54.74 lacs for the year as against a profit of Rs. 31.94.Your Directors are putting in their best efforts to improve the performance of the Company.

During the year, the company has suspended its operations in Rice and Copper segments and concentrated on the Vanaspati/Refined oil business segment. The detailed Management Discussion & Analysis Report is attached hereto with the DirectorsReport and should be read as part of this Directors Report.

ISSUE OF WARRANT

During the financial year the Board of Directors of the Company in its meeting held on 25 th October, 2005 issued 23,00,000warrants to strategic investors with an option/entitlement of conversion into/exchange with the equity shares of the Companywithin a period of 18 months from the date of issue of warrants. No Option of conversion of warrants into equity shares hasbeen exercised till date.

MATERIAL CHANGES ETC.

Loan from the Managing Director: the Company has taken unsecured loan from Mr Sushil Goyal, Managing Director of theCompany for business purposes. Except this there are no material changes and commitments affecting the financial position ofthe Company, which have occurred from the end of the financial year ended 31 st March 2006.

DIVIDEND

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

CORPORATE GOVERNANCE

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


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PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section

58A of the Companies Act, 1956.

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

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Informationas required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars inthe Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and allsteps are being taken to adopt the same. In this direction, the Company has installed an petcoke based Indcon Heater,converted old boiler to pet coke based boiler, heating system (raw material), chilling plant and installed machinery toincrease hydrogenation capacity in its factory premises at Bhiwadi, during the year under review. The Company is usingindigenous technology which is well established in the Country and no foreign technology/ know how was purchased. TheCompany has spent Rs. 186350/- in the internal laboratory of the company for the quality testing of raw material purchasedand finished vanaspati/refined oil prepared.

c. Export Activit ies: The Company has suspended its operations in Rice business segment and there was no export madeby the Company during in the previous financial year.

d. Foreign Exchange Earnings and Outgo: (Amount in Rs Lacs)2005-06 2004-05

Total Foreign Exchange Inflow NIL 814.50

Total Foreign Exchange outflow 1913.41 3191.84

i. Traveling expenses 3.81 0.66

ii. Purchase of Oil 1851.25 1605.34

iii. Purchase of Copper 58.35 1414.85

iv. Freight on Rice Export 170.99

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed undersection 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence noparticulars are required to be disclosed in this Report.

DIRECTORSMr Gagan Goyal was appointed as a Whole Time Director of the Company with effect from 1 st May, 2006 for a period of threeyears. His appointment is subject to the approval of the members of the Company. His appointment as an ordinary Director ofthe Company is placed before the Members for consideration. The Board recommends the resolution for adoption by themembers.

Mr Bishan Goyal and Mr Harsh Chander Kansal, Directors retire by rotation and being eligible offer themselves for re-appointment.Directors recommend their re-appointment.

AUDITORS

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

AUDITORS REPORT

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

DIRECTORS RESPONSIBILITY STATEMENT

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


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

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates

that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st

March,2006 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and

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

STOCK EXCHANGE LISTING

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

The listing fee for the financial year 2006-07 has already been paid to the Bombay Stock Exchange. However, the same hasnot been paid to the Calcutta Stock Exchange in view of pending de-listing application with the Calcutta Stock Exchange. TheCompany has postponed its proposal for listing of its shares on the National Stock Exchange.

ACKNOWLEDGEMENT

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


Sd/-Place : New Delhi (SUSHIL GOYAL)Date : 25th August, 2006 Chairman & Managing Director


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ANNEXURE - A TABLE A

Form for Disclosure of Particulars with respected to Conservation of Energy

A. POWER AND FUEL CONSUMPTION1. Electrici ty

(a) Purchased Current Year Previous Year

Unit 5233320 4684590

Total amount 23697054 20856059

Rate/unit 4.53 4.45

(b) Own generation

(i) Through diesel generator

Unit 153975 167482

Units per ltr. of HSD oil 3.09 0.51

Cost/unit 9.06 10.96(ii) Through steam turbine/generator

Units -Units per ltr. of fuel oil/gas -Cost/units -

2. Coal (specify quality and where used)Quantity (tones) 4073 3509.472Total cost 18088367 16376000Average rate 4441.04 4666.23

3. Furnace oilQuantity (k.ltrs.) Total amount Average rate

4. Others/internal generation (please give details)Quantity (Hydrogen Gas) 67501 23281Total cost 8727342 2805172Rate/unit 129.29 120.50(a) Quantity {Rice Husk}(IN TONS) 3010 3389

Total cost 6749168 6935694Rate/unit 2242.25 2046.53

B. CONSUMPTION PER UNIT OF PRODUCTION

Standards (if any) Current Year Previous Year

Vanaspati /Refined Oil Electricity 100.43 111.02H.S.D 2.96 3.97Coal (specify quality) 0.08 0.08Others (Hydrogen Gas) 1.29 0.55Others (Rice Husk) 0.06 0.08


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MANAGEMENT DISCUSSION AND ANALYSIS REPORTCautionary Statement

The management Discussion and Analysis Report may contain certain statements that might be considered forward looking.These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in thestatement as important factors could influence Companys operations such as Government policies, economic development,political factors and such other factors beyond the control of the Company.

Overview

The company has suspended its operations of exporting of Rice to various African countries and importing of copper. Companyis now concentrating on Vanaspati/Refined Oil business segment.

Industry Structure & Developments

Indigenous production of edible oils has not been able to keep pace with the increase in demand. Hence, India continues todepend heavily on imported oils. Accordingly, Indian Vanaspati and Edible oil business remains exposed to internationalmarket trends and Government policies regarding import.

The edible oils industry is one sector in India that may see considerable reform in the foreseeable future.

Outlook

Vanaspati and Refined Oils, being items of essential consumption, will always be in demand from household as well as institutionalsegments. Robust economic growth in the country augurs well for the demand of edible oil products. While consumptionpattern in urban markets has shifted to refined oils, semi-urban and rural markets consume a mix of Vanaspati, raw/filtered oilsand less expensive refined oils. The demand for Vanaspati and Refined Oils will continue to grow with increase in populationand income levels.

Opportunities & Threats

Company is now concentrating on Vanaspati/Refined Oil business segment only. In Vanaspati industry price competition hasintensified due to import of Vanaspati from some neighboring countries at zero rate of custom duty. Consumption pattern inurban markets has significantly shifted to refined oils. Edible Oil market is though competitive provides growth opportunity also.

Risks & Concern

There is stiff competition in the edible oil market with the international entrants. On a macro level business continues to beimpacted by changes in Government Policy and International Oil Markets.

Human resource / Industrial relations

The Company recognizes the importance and contribution of its human resources for its growth and development and is

committed to the development of its people.The Company has cordial relations with employees and staff. There are no industrial relations problems during the year andthe Company does not anticipate any material problems on this count in the current year.

The management is also committed to help the employees and workers to sharpen their skills and to improve their knowledgebase for which continuous efforts are made on training and development.

Internal Control Systems and Adequacy

The Company has established internal control systems for ensuring optimum use of resources and safeguarding the assets.The Internal Control Systems and procedure are adequate and commensurate with the size of the Company. These businesscontrol procedures ensure efficient use and protection of the resources and compliance with the policies, procedures andstatus.

Productwise Performance

SALES

PRODUCT PREVIOUS YEAR 2004 2005 CURRENT YEAR 2005 2006

QUANTITY (MT) VALUE (Rs. Lacs) QUANTITY (MT) VALUE (Rs. Lacs)

Vanaspati/Refined Oils 42267.206 18714.26 52010.919 19360.76

Rice 5825.000 814.50

Copper 1126.670 1495.22


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CORPORATE GOVERNANCE REPORTPursuant to Clause 49 of the Listing Agreement a Report on Corporate Governance is given below:

COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance deals with the laws, procedures and practices which determine Companys ability to take managerialdecisions and in particular relations with shareholders, customers, suppliers and employees. The objective of Good CorporateGovernance is to enhance the long-term shareholders value and maximize interest of other stakeholders. The Companybelieves that its systems and actions must be dovetailed for enhancing the performance and shareholders value in the longterm.

The Company is conscious of its responsibility as a good corporate citizen. The Company values transparency, professionalismand accountability.

BOARD OF DIRECTORS

The Board had an optimum combination of Executive, Non Executive and Independent Directors. The Company had total 6directors on the Board on 31st March, 2006. Mr Sushil Goyal is the Chairman cum Managing Director of the Company and MrGagan Goyal is Whole Time Director.

Name of the Category No. of positions held in other Director & Designation Public Companies

Board Committee

Membership Chairmanship

Mr Sushil Goyal Promoter & Executive 1 Nil NilChairman & Managing Director

Mr Gagan Goyal Promoter & Executive Nil Nil NilWhole Time Director*

Mr Bishan Goyal Promoter & Non Executive Nil Nil NilDirector

Mr Prahlad Goyal Non Executive Independent Nil Nil NilDirector

Mr Harsh Chander Kansal Non Executive Independent Nil Nil NilDirector

Mr Mahak Kansal Non Executive Independent Nil Nil Nil

Director* Appointed as Whole Time Director with effect from 1 st May, 2006.

Directors Attendance Record

During the Financial Year 2005-06, 12 (twelve) meetings of the Board of Directors were held on 04.04.2005, 29.04.2005,10.05.2005, 30.06.2005, 29.07.2005, 04.08.2005, 03.09.2005, 25.10.2005, 31.10.2005, 10.12.2005, 28.01.2006 and31.03.2006. The Board was supplied with all relevant information and supporting papers which were required to transact thebusiness specified in the agenda of Board Meetings held. The intervening period between the Board Meetings was well withinthe maximum time gap of three months as prescribed in clause 49 of the Listing Agreement. Details of attendance of Directorsin the Board meeting during the Financial year 2005-06 are as under:

Name of the Director No. of Board Meeting Attendance at Whether attendedthe Board Meeting Last AGM

Mr Sushil Goyal 12 11 YesMr Gagan Goyal 8 5 YesMr Bishan Goyal 12 11 Yes

Mr Prahlad Goyal 12 12 YesMr Harsh Chander Kansal 12 12 NoMr Mahak Kansal 12 11 No

Disclosure Regarding Appointment & Re-appointment of Directors in the ensuing AGM

Mr Bishan Goyal and Mr Harsh Chander Kansal, Directors who shall be retiring in this AGM, being eligible have offeredthemselves for re-appointment. Brief particulars of these gentlemen are as follows:


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Particulars Mr Bishan Goyal Mr Harsh Chander Kansal

Fathers Name Mr Sohan Lal Goyal Mr Vijay Kumar KansalDate of Birth 27-05-1964 18-09-1972Address PP-1, Maurya Enclave, 83/A-3, Sector - 8,

Pitampura, Delhi 110 034 Rohini, Delhi 110 085Designation Director DirectorEducation Graduate GraduateExperience Steel Business & Finance Marketing & Finance

Companies in which holds Directorship GD Ferro Alloys Pvt Lvt NilCompanies in which holds membership Reliance Forms Pvt. Ltdof committees Nil NilShareholding in the Company (No. & %) 474643 (3.99%) Nil

AUDIT COMMITTEE

(a) Terms of Reference

The Audit Committee has been constituted as per Section 292A of the Companies Act, 1956 and the provisions of theClause 49 of the Listing Agreement. The Audit Committee is responsible for effective supervision of the financial reporting

process, ensuring financial and accounting controls and compliance with financial policies of the Company. The otherroles and terms of reference of Audit Committee covers areas mentioned under clause 49 of the Listing Agreement andSection 292A of the Companies Act, 1956, besides other terms as may be referred by the Board of Directors from time totime.

(b) Composition

The Audit Committee of the Company comprises of three non executive directors i.e. Mr Prahlad Goyal as Chairman; MrHarsh Chander Kansal and Mr Bishan Goyal as the Members of the Committee.

(c) Attendance

The Committee met five (5) times during the Financial Year 2005-2006 on the following dates: 29.04.2005, 29.07.2005,02.09.2005, 31.10.2005 and 28.01.2006. Details of attendance of Directors in the Audit Committee meeting are asunder:

Name of the Director Category Attendance at the Audit Committee Meeting

Mr Prahlad Goyal -Chairman Non Executive Independent Director 5

Mr Harsh Chander Kansal Non Executive Independent Director 5

Mr Bishan Goyal Promoter & Non Executive Director 4

REMUNERATION COMMITTEE

(a) Composition & Terms of Reference

A Remuneration Committee of the Board of Directors was constituted comprising of three non-executive and independentdirectors namely Mr Prahlad Goyal- as Chairman, Mr Harsh Chander Kansal, Mr Mahak Kansal as Members.

The Committee was constituted to approve the remuneration payable to Managing Director, Whole time Director or otherdirectors of the Company. Thus the Committee shall have the meetings as and when so required.

However, no meeting of the Remuneration Committee was held during the financial year ended 31 st March, 2006.

(b) Remuneration Policy of the Company

The Managing Director and the Whole Time Director of the Company are entitled for payment of Remuneration asdecided by the Board and approved by the members as per the provisions of the Companies Act, 1956. Directors are alsoentitled for the sitting fee for attending Board/ Committee Meeting except the Managing Director and Whole Time Director.However all the Non executive Directors of the Company have waived the sitting fee payable to them for attending Board/Committee Meeting of the Company.


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(c) Details of the Directors Remuneration for the financial year ended 31st March, 2006

Salaries & Commision, Total No. of Shares

Name of Director Sitting fees Perqusities Bonus Exgratia Amount held &(in Rs.) (in Rs.) %

Mr. Sushil Goyal* Nil 3,00,000 Nil 3,00,000 232948 (1.96%)Mr Gagan Goyal# Nil Nil Nil Nil 276916 (2.33%)Mr Bishan Goyal Nil Nil Nil Nil 474643 (3.99%)Mr Prahlad Goyal Nil Nil Nil Nil NilMr Harsh Chander Kansal Nil Nil Nil Nil NilMr Mahak Kansal Nil Nil Nil Nil Nil

* Mr Sushil Goyal had been appointed as the Managing Director of the Company w.e.f 27th July, 2003 for a period 5 years.

# Mr Gagan Goyal has been appointed as a Whole Time Director of the Company w.e.f 1st May, 2006.

INVESTORS GRIEVANCE COMMITTEE

(i) In compliance with the requirement of the Corporate Governance under the Listing Agreement with the Stock Exchange,the Company has constituted an Investors Grievance Committee to look into issues relating to shareholders includingshare transfer, complaints, share transmission etc.

( ii ) Composition:

Name of the Director Category Designation

Mr. Prahlad Goyal Non-executive Independent ChairmanMr. Harsh Chander Kansal Non-executive Independent Member

The committee met thirteen (13) times during the year on 09.04.2005, 20.04.2005, 10.05.2005, 10.06.2005, 09.07.2005,10.08.2005, 08.09.2005, 07.10.2005, 09.11.2005, 08.12.2005, 10.01.2006, 10.02.2006 and 10.03.2006.

(iii) Mr. Tajinder Singh Bhatia is the Compliance Officer of the Company for this purpose of Clause 47 of the Listing Agreementsto look after the compliances under the Listing Agreement and other SEBI Rules & Regulations etc.

(iv) During the year, the company received 12 complaints from the shareholders, all of which all were resolved. There was nopending share transfers as on 31st March 2006.

GENERAL BODY MEETINGSParticulars of past three Annual General Meetings of the Company:

No. of Special

YEAR DATE VENUE TIME Resolution(s) passed2003 13.12.2003 SP-916, RIICO Industrial Area, Phase III,

Bhiwadi-301 019, Distt. Alwar, Rajasthan 11.30. A.M. Nil2004 30.09.2004 SP-916, RIICO Industrial Area, Phase III,

Bhiwadi-301 019, Distt. Alwar, Rajasthan 11.30. A.M. One2005 29.09.2005 SP-916, RIICO Industrial Area, Phase III,

Bhiwadi-301 019, Distt. Alwar, Rajasthan 11.30. A.M. Two

No resolution was put through Postal Ballot in the last year and there is no resolution, which is required to be passed by PostalBallot at present.

DISCLOSURES

(a) Related Party Transactions

There are no materially significant related party transactions with its Promoters, the Directors or the Management, theirSubsidiaries or Relatives etc., which may have potential conflict with the interest of the company at large. The otherrelated party transactions are given in point no. 16 of Notes on Accounts annexed to and forming the part of BalanceSheet and Profit and Loss Account of the Company.

(b) Non compliance by the Company, Penalties, Strictures

There were no instances of non-compliance by the Company, penalties, strictures imposed on the Company by the StockExchange or SEBI or any statutory authority on any matter related to capital markets during the last three years.

(c) Non mandatory requirements

The Company proposes to adopt the non-mandatory requirements including adoption of Whistle Blower Policy given inAnnexure-3 of Clause 49 of the listing agreement in due course of time.


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CODE OF CONDUCT

The Board has formulated a code of conduct for the Board members and senior management of the Company. The same has

also been posted on the website of the Company. All Board members and senior management personnel have affirmed theircompliance with the code.

Declaration on compliance with code of conduct by the Chairman & Managing Director:

The Board has formulated a code of conduct for the Board members and senior management of the Company, which has beenposted on the website of the Company www.ajantasoya.com.

It is hereby affirmed that all the Directors and senior management personnel have complied with the code of conduct framed bythe Company and a confirmation to that effect has been obtained from the directors and senior management.

Sd/-

Sushil Goyal

Chairman & Managing Director

MEANS OF COMMUNICATION

(a) At present quarterly/ half-yearly reports are not being sent to each household of shareholders.

(b) The Quarterly / half-yearly / annual accounts results are published in the English and Hindi Newspapers.

which newspaper normally published in : Financial Express(English) & Jan Satta (Hindi)

Any website where displayed : Yes - www.ajantasoya.com

: Pursuant to clause 51 of the listing agreements, financialinformation like quarterly financial statements, shareholdingpattern are available on SEBIs websitewww.sebiedifar.nic.in.

(c) The Management Discussion and Analysis forms a part of the Annual Report.

GENERAL SHAREHOLDERS INFORMATION

i) Annual General Meeting

Day & Date Time Venue

Saturday, September 30, 2006 11.30 A.M. SP-916, RIICO Industrial Area, Phase - III,

Bhiwadi-301 019, Distt. Alwar, Rajasthan

i i) Financial Calendar

Events Tentative time frame

Financial Reporting for the first quarter ended 30th June, 2006 29th July, 2006 (actual)

Financial Reporting for the second quarter ending 30 th September, 2006 Last Week of October, 2006

Financial Reporting for the third quarter ending 31st

December, 2006 Last Week of January, 2007Financial Reporting for the fourth quarter ending 31st March, 2007 Last Week of April, 2007

iii) Dates of Book Closure 25th September 2006 to 30th September 2006

(Both days inclusive)

iv) Dividend Payment Date Not applicable

v) Listing on Stock Exchanges : The Shares of the Company are listed on the Bombay Stock Exchange and CalcuttaStock Exchange.

vi) Stock Code/ Symbol : 519216 at the Bombay Stock Exchange.

vii) Market Price Data : High/ low of market price of the Companys equity shares traded on BSE during the last financialyear were as follows:

Year High Low Volume Year High Low Volume

Apr-05 13.90 8.13 155827 Oct-05 9.90 6.70 224113

May-05 12.16 8.11 215364 Nov-05 8.45 6.80 110539

Jun-05 13.05 9.00 432031 Dec-05 7.20 5.60 136867Jul-05 15.49 7.63 626979 Jan-06 7.35 6.05 183815

Aug-05 16.99 10.35 1410128 Feb-06 6.69 4.90 139799

Sep-05 16.50 10.21 866052 Mar-06 7.03 4.82 242841

Source : www.bseindia.com


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viii) Registrar and Share Transfer Agent & Share Transfer System

M/s. Skyline Financial Services Pvt Ltd is the Registrar and Share Transfer Agent for the shares of the Company in both

physical as well as electronic modes. The Company has authorised the Registrar and Transfer Agent to approve andexecute transfer and transmission of shares subject to a maximum holding of any one person together with the existingholding not exceeding 1% of total paid up equity share capital of the Company at the time of such transfer. Any transfer,transmission in excess of aforesaid limit of 1% is given effect by the Investor Grievance Committee of the Company. Allcorrespondence with regard to share transfers and matters related therewith may directly be addressed to the Registrarand Share Transfer Agents at the address given below:

Particulars Skyline Financial Services Pvt Ltd

Contact Person Mr V K Rana

Address 123, Vinobha Puri, Lajpat Nagar, New Delhi - 110 024

Telephone No. 011-2983 3777, 2983 7136

Fax No. 011-2984 8352

E mail [email protected]

The Companys shares are traded in the Stock Exchange, Mumbai compulsorily in Demat mode. Physical shares whichare lodged with the Registrar & Transfer Agent or/ Company for transfer are processed and returned to the shareholdersduly transferred within the time stipulated under the Listing Agreement subject to the documents being in order.

ix) Distribution of Shareholding as on 31st

March 2006:Shareholding of Nominal Value of Shareholders Share Amount

Rs. Rs. Number % to Total In Rs. % to Total

(1) (2) (3) (4) (5)

Up to 5,000 20849 94.70 28,251,830.00 23.755,001 10,000 623 2.83 5,238,060.00 4.4010,001 20,000 247 1.12 3,896,820.00 3.2820,001 30,000 85 0.39 2,189,390.00 1.8430,001 40,000 38 0.17 1,378,660.00 1.1640,001 50,000 54 0.25 2,553,340.00 2.1550,001 1,00,000 59 0.27 4,210,090.00 3.541,00,001 and Above 60 0.27 71,247,790.00 59.89

Total 22015 100.00 118,965,980.00 100.00

x) Dematerialisation of shares and liquidity: As on 31 st March 2006 about 80.61% of the Companys equity paid-up capital

had been dematerialized. Trading in equity shares of the Company at the Stock Exchange is permitted compulsorily indemat mode.

xi) During the financial year the Board of Directors of the Company in its meeting held on 25 th October, 2005 issued 23,00,000warrants to strategic investors with an option/entitlement of conversion into/exchange with the equity shares of the Companywithin a period of 18 months from the date of issue of such warrants. No Option of conversion of warrants into equityshares have been exercised till date. Except this there are no outstanding GDRs/ ADRs/ Warrants or any Convertibleother Instruments.

xii) Plant Locations: The Company has Vanaspati Plant and refinery located at:

SP 916, RIICO Industrial Area

Phase III, Bhiwadi - 301 019 Distt. Alwar, Rajasthan.

xiii) Address for Correspondence: The shareholders may send their communication grievances/ queries to the Registrarand Share Transfer Agents at their Address mentioned above or to the Company at:

Investor Relation Centre

Ajanta Soya Ltd

4C, Bigjos Tower, A-8, Netaji Subhash Place

Wazirpur Distt.Center, Delhi 110034

Phone: 011- 2735 4063, 2735 2606, Fax: 011- 2735 5594

e-mail: [email protected]

NON-MANDATORY REQUIREMENTS

The Company proposes to adopt the non-mandatory requirements given in Annexure-3 of Clause 49 of the listing agreementin due course of time.


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COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To,The Board of DirectorsAjanta Soya Limited

We have examined the compliance of conditions of Corporate Governance by AJANTA SOYA LIMITED for the year endedMarch 31st, 2006 as stipulated in clause 49 of the Listing Agreement of the said company with Stock Exchange(s).

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limitedto procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of theCorporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company hascomplied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that no investor grievance(s) is pending for a period exceeding one month against the company as per the records

maintained by the Shareholders/Investors Grievance Committee.We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency oreffectiveness with which the management has conducted the affairs of the company.

For TAS ASSOCIATESChartered Accountants

Sd/-Place : New Delhi (SUBODH GUPTA)Dated : August 25, 2006 Partner

M. No. : 087099


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AUDITORS REPORT

TO THE MEMBERS OF AJANTA SOYA LIMITED

1. We have audited the attached Balance Sheet of Ajanta Soya Limited as at March 31, 2006 and also the Profit and LossAccount and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements arethe responsibility of the companys management. Our responsibility is to express an opinion on these financial statementsbased on our audit.

2. We conducted our audit in accordance with the Accounting Standards generally accepted in India. Those Standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements arefree of material mis-statements. An audit includes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used and significantestimates made by the management, as well as evaluating the overall financial statement presentation. We believe thatour audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specifiedin paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief, were necessaryfor the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the company so far as appears fromour examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report, are in agreementwith the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this reportcomply with the applicable Accounting Standards as issued by the Institute of Chartered Accountants of India andreferred to in section 211(3C) of the Companies Act, 1956.

e) On the basis of written representations received from the directors, as on 31st March, 2006, and taken on record bythe Board of Directors, we report that none of the directors is disqualified as on 31st March, 2006 from being appointedas a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) To the best of our knowledge & belief, the provisions of Section 441A of the Companies Act, 1956 regarding the levy& collection of cess on turnover or gross receipts of the Company, have not yet been notified by the CentralGovernment. Accordingly, the question, of the compliance of the said section in terms of clause (g) of sub-section 3of section 227 of the Companies Act, 1956 and clause 9 of the Annexure attached to our this report, .doesnt arise.

g) In our opinion and to the best of our information and according the explanations given to us, the said accounts,together with the notes thereon, give the information required by the Companies Act, 1956, in the manner sorequired and give a true and fair view in conformity with the accounting principles generally accepted in India:

I. in the case of the Balance Sheet, of the state of affairs of the company, as at March 31, 2006; and

II. in the case of the Profit and Loss Account, of the Profit of the company, for the year ended on that date; and

III. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.



M. No. : 087099


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ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OFAJANTA SOYA LIMITED FOR THE YEAR ENDED MARCH 31, 2006.

1. a) The company has maintained proper records showing full particulars including quantitative details and situation offixed assets.

b) During the year, these fixed assets have been physically verified by the management in a phased manner which, inour opinion, is reasonable having regard to the size of the company and the nature of its fixed assets. As mentionedto us no serious discrepancies were noticed by the management on such verification.

c) The company has not disposed substantial part of its fixed assets during the year.

2. a) The inventory has been physically verified by the management at reasonable intervals. In our opinion the frequencyof verification is reasonable.

b) In our opinion, the procedure of physical verification of inventory followed by the management is reasonable andadequate in relation to the size of the company and nature of its business.

c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintainingproper records of inventory. The discrepancies between physical inventory and the book records, as observed onverification, which were not material in relation to the size of the company, have been properly dealt with in thebooks of accounts.

3. a) The company has taken unsecured loan from 3 companies covered in the register maintained under section 301 ofthe Companies Act, 1956. The maximum amount involved during the year was Rs. 53.65 Lacs and the year-endbalance of unsecured loans taken from such parties was Rs. 14.00 Lacs.

b) No loan has been taken on interest and other terms and conditions on which loans have been taken from companieslisted in the register maintained under section 301 are not, prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts, wherever stipulated.

d) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintainedunder section 301.

e) There is no party covered in the register maintained under section 301 of the Companies Act, 1956, to which thecompany has granted loans.

4. In our opinion and according to the information and explanations given to us, there are adequate internal controlprocedures commensurate with the size of the company and the nature of its business for the purpose of purchaseof inventory and fixed assets and for sale of goods. During the course of our audit, on random test check basis, nomajor weakness has been noticed in the internal controls in respect of these areas.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by themanagement, we are of the opinion that the transactions that need to be entered into the register maintained undersection 301 have been so entered.

b) According to the information and explanations given to us, the transactions made in pursuance of contracts orarrangements entered in the register maintained under section 301 and exceeding the value of five lakh rupees, inrespect of any party during the year, have been made at prices which are reasonable having regard to prevailingmarket prices at the relevant time.

6. According to information and explanations given to us, the company has not accepted any deposits to which provisionsof sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder are applicable.

7. In our opinion, the company has an adequate Internal Audit system commensurate with its size and nature of itsbusiness.

8. Pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1)

(d) of the Companies Act, 1956, we are of the opinion that, prima facie, the prescribed accounts and records,relating to materials, labour and other items of cost, have been made and maintained.

9. a) According to the records of the company, the company is regular in depositing with appropriate authorities, undisputedstatutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance,Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicableto it.


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AJANTA SOYA LIMITED

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b) According to the records of the company and information and explanations given to us, there are no dues of SalesTax, Income Tax, Service Tax, Custom Duty, Wealth Tax, Excise Duty and Cess on account of any dispute except

(i) demand of Sales Tax of Rs. 5.69 Lacs, against which the company has filed a first Appeal with Commissioner ofSales Tax Appeal (Bhiwadi) and (ii) demand of Rs. 3.64 Lacs towards income tax, against which the company hasfiled a Appeal with Commissioner of Income Tax Appeal. e

10. The company has no accumulated losses as on the balance sheet date. The company has not incurred any cashlosses during the financial year covered by our audit or the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of theopinion that the company has not defaulted in repayment of dues to banks. There are no dues payable to financialinstitutions or debenture holders.

12 According to information and explanations given to us and based on the documents and records produced beforeus, the company has not granted any loans or advances on the basis of security by way of pledge of shares,debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, there is no specialstatute applicable to the company, hence provisions related to requirement of NOF, prudential norms for incomerecognition, appraisal of credit proposal etc. are not required to be complied by the company.

14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion thatthe company has maintained proper records of transactions and contracts in respect of trading in shares and othersecurities and timely entries have been made therein. All shares and securities have been held by the company inits own name.

15. According to information and explanations given to us, the terms and conditions, on which the company has givenguarantee for loans taken by others from bank or financial institutions, are not prejudicial to the interest of thecompany, in view of the counter guarantee provided by such other person.

16. Based on information and explanations given to us and in our opinion, no term loan has been raised by the companyduring the year.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of thecompany, we report that the funds, raised on short-term basis were not used, for long-term investments.

18. During the year, the company has not made any preferential allotment of shares to parties and companies coveredin the Register maintained under Section 301 of the Companies Act, 1956.

19. The company has not issued any debentures.

20. The company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statementsand as per the information and explanations given by the management, we report that no fraud on or by the companyhas been noticed or reported during the course of our audit.



M. No. : 087099


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AJANTA SOYA LIMITED

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BALANCE SHEET AS AT 31st MARCH, 2006

As at As at Schedules 31.03.2006 31.03.2005

(Rs.) (Rs.)

I . SOURCES OF FUND

1. SHARE HOLDERS FUNDSa) Share Capital A 118,965,980 118,965,980b) Reserves & Surplus B 59,678,193 54,204,692

2. CONVERTIBLE SHARE WARRENTS 3,220,000(Refer note no. 03 of Part B of Schedule N)

3. LOAN FUNDS Ca) Secured Loans 114,085,346 123,084,369b) Unsecured Loans 6,400,000 120,485,346 9,775,000 132,859,369

----------------------------------------------------------------- -----------------------------------------------------------------4. DEFERRED TAX LIABILITY 22,495,051 24,419,600

----------------------------------------------------------------- -----------------------------------------------------------------324,844,570 330,449,641======================================== ========================================

II. APPLICATIONS OF FUNDS1. FIXED ASSETS D

a) Gross Block 200,873,724 189,982,529Less : Accumulated Depreciation 83,693,678 74,252,672

----------------------------------------------------------------- -----------------------------------------------------------------117,180,046 115,729,857

b) Capital Work in Progress 500,000 182,221

2. INVESTMENTS E 28,581,020 12,020,000

3. CURRENT ASSETS, LOANS & ADVANCES Fa) Current Assets

Inventories 116,147,327 69,319,210Cash & Bank Balances 5,143,060 11,380,493Sundry Debtors 107,113,101 186,807,255

b) Loans & Advances 21,205,228 12,305,769----------------------------------------------------------------- -----------------------------------------------------------------

249,608,716 279,812,727Less: CURRENT LIABILITIES &

PROVISIONS G 71,162,840 77,417,605----------------------------------------------------------------- -----------------------------------------------------------------

178,445,876 202,395,1224. MISCELLANEOUS EXPENDITURE

(to the extent not written off or adjusted) H 137,628 122,441----------------------------------------------------------------- -----------------------------------------------------------------324,844,570 330,449,641======================================== ========================================

SIGNIFICANT ACCOUNTING POLICIES &NOTES TO THE ACCOUNTS N

This is the Balance Sheet referred to in our report of even date attached


Sd/- Sd/- Sd/- Sd/-(SUBODH GUPTA) (SUSHIL GOYAL) (BISHAN GOYAL) (SHALINI AGARWAL)

(Partner) Managing Director Director Company Secretary M. No. : 087099

Place : New DelhiDated : August 25, 2006


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PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2006

As at As at Schedules 31.03.2006 31.03.2005

(Rs.) (Rs.)

INCOME

1. Sales(i) Vanaspati/Refined Oil/Raw Oil 2,192,753,559 2,022,543,289

By Products 10,163,791 15,272,752--------------------------------------------------------------- --------------------------------------------------------------------------

2,202,917,350 2,037,816,041Less : Excise Duty 2,165,696 2,200,751,654 48,990,397 1,988,825,644

--------------------------------------------------------------- --------------------------------------------------------------------------(ii) Rice 81,450,497(ii i) Copper 149,521,794(iv) Shares/Securities 39,168

2. Other Income I 1,477,478 1,580,674

3. Increase/ (Decrease) in stocks J 35,053,806 (4,802,921)--------------------------------------------------------------- --------------------------------------------------------------------------

2,237,322,106 2,216,575,688========================================== ========================================EXPENDITURE1. Raw Material & Cost of Goods Sold K 2,114,007,549 2,074,512,4672. Manufacturing, Administrative and

other overheads L 99,425,575 120,321,9763. Financial Charges M 8,536,734 6,819,1554. Depreciat ion 9,441,006 9,259,5755. Misc. Expenditure written off 54,813 40,813

--------------------------------------------------------------- --------------------------------------------------------------------------2,231,465,677 2,210,953,986

========================================== ========================================BALANCE 5,856,429 5,621,702EXTRAORDINARY ITEMS

Prior period expenses (152,102) (35,236)--------------------------------------------------------------- --------------------------------------------------------------------------

NET PROFIT FOR THE YEAR 5,704,327 5,586,466LESS: PROVISION FOR TAXATION

Current taxat ion (2,077,060) (1,436,600) Deferred taxat ion 1,924,549 (956,354) Fringe Benef it Tax (233,693) Excess Provision for tax for earlier years 155,378 (230,826) (2,392,954)

--------------------------------------------------------------- --------------------------------------------------------------- -------------------------------------------------------------------------- --------------------------------------------------------------------------SURPLUS, CARRIED TO THE BALANCE SHEET 5,473,501 3,193,512

========================================== ========================================BASIC & DILUTED EARNING PER SHARE OF Rs.10 EACH

Before Extra Ordinary Items 0.46 0.27 After Extra Ordinary Items 0.46 0.27

(Refer note no. 15 of Part B of Schedule N)SIGNIFICANT ACCOUNTING POLICIES &NOTES TO THE ACCOUNTS N

This is the Profit & Loss Accounts referred to in our report of even date attached


Sd/- Sd/- Sd/- Sd/-(SUBODH GUPTA) (SUSHIL GOYAL) (BISHAN GOYAL) (SHALINI AGARWAL)

(Partner) Managing Director Director Company Secretary M. No. : 087099

Place : New DelhiDated : August 25, 2006


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SCHEDULES FORMING PART OF THE BALANCE SHEET

As at As at 31.03.2006 31.03.2005

(Rs.) (Rs.)

SCHEDULE - A : SHARE CAPITAL

AUTHORISED1,42,50,000 (Previous year 1,20,00,000)Equity Shares of Rs. 10/- each 142,500,000 120,000,000Nil (Previous Year 1,25,000) 15%Non-cumulative Non-convertibleRedeemable Preference Shares of Rs. 100/- each 142,500,000 12,500,000 132,500,000

--------------------------------------------------------------- =================================== ---------------------------------------------------------- ================================

ISSUED, SUBSCRIBED & PAID UP11,896,598 Equity Shares (Previous Year 11,896,598) 118,965,980 118,965,980

of Rs. 10/- each, fully paid up.(of the above 1,926,598 Equity Shares(Previous Year 1,926,598) of Rs. 10/- each, have beenissued without payment being received in cash, to theshareholders of erstwhile kasturi Finlease & InvestmentsLimited, pursuant to the Scheme of Amalgamation.)

------------------------------------------------------------- ---------------------------------------------------------118,965,980 118,965,980

================================== ================================

SCHEDULE -B: RESERVES & SURPLUSCapital Reserves

Capital Subsidy 1,500,000 1,500,000

Statutory Reserve FundAs per last year 1,133,228 1,133,228

General ReserveAs per last year 19,130,289 19,130,289

Profit & Loss AccountAs per last year 32,441,175 29,247,663Surplus, carried from Profit & Loss Account 5,473,501 37,914,676 3,193,512 32,441,175

------------------------------------------------------------- ------------------------------------------------------------- --------------------------------------------------------- ---------------------------------------------------------59,678,193 54,204,692

================================== ================================


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As at As at 31.03.2006 31.03.2005

(Rs.) (Rs.)

SCHEDULE - C : LOAN FUNDSSECURED LOANS1. Working Capital Loan from Bank 113,468,217 122,123,263i) Secured by way of first charge/hypothecation of raw material,

stores and spares, work in process, finished goods,by- products, packing materials, and chemicallying at works, depots and/or in transit.

ii) Further secured by personal guarantee of Managing Director, oneDirector and two relatives of Managing Director of the company andcorporate guarantee of another company under the same management.

iii) Collaterally secured by way of first charge over the blockassets of the company including Companys Land & Buildingand Plant & Machinery at Bhiwadi.

2. Hire Purchase Creditors 617,129 961,106

(Secured against hypothecation of respective assets)UNSECURED LOANS- Inte r Corporate Deposi ts 6,400,000 9,775,000

------------------------------------------------------------- ---------------------------------------------------------120,485,346 132,859,369

================================== ================================

SCHEDULE - E: INVESTMENTS (AT COST)Long Term - Unquoted - Non-tradeIn companies under the same managament

Dhruv Globals Limited 12,020,000 12,020,000(5,37,950 equity shares of Rs. 10 each fully paid up) Mera Baba Reality Associates Pvt. Ltd. 16,561,020 28,581,020 12,020,000

(2,19,670 equity shares of Rs. 10 each fully paid up)------------------------------------------------------------- ------------------------------------------------------------- --------------------------------------------------------- ---------------------------------------------------------

28,581,020 12,020,000================================== ================================

SCHEDULE - D : FIXED ASSETS

G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K

As at Addition Deductions As at Upto For the Deducations/ Upto Asat As atPARTICULARS 01.04.2005 during during 31.03.2006 01.04.2005 year Adjustments 31.03.2006 31.03.2006 31.03.2005

the year the year

Lease Hold Land 4,783,029 4,783,029 4,783,029 4,783,029

Buildings # 26,938,254 26,938,254 8,933,128 815,036 9,748,164 17,190,090 18,005,126

Plant & Machineries 140,264,249 10,752,850 151,017,099 56,241,463 7,447,787 63,689,250 87,327,849 84,022,786

Electrical Installations& Fittings 4,406,812 4,406,812 2,484,213 209,324 2,693,537 1,713,275 1,922,599

Furniture & Fixtures 722,419 12,320 734,739 570,497 56,495 626,992 107,747 151,922

Vehicles 4,729,163 4,729,163 1,573,975 449,204 2,023,179 2,705,984 3,155,188

Laboratory Equipments 314,314 314,314 190,518 14,930 205,448 108,866 123,796

Other Equipments &Appliances 7,824,289 126,025 7,950,314 4,258,878 448,230 4,707,108 3,243,206 3,565,411

Total Current Year 189,982,529 10,891,195 200,873,724 74,252,672 9,441,006 83,693,678 117,180,046 115,729,857

Total Previous Year 184,714,030 6,732,949 (1,464,450) 189,982,529 65,614,694 9,259,575 (621,597) 74,252,672 115,729,857 119,099,336

Add : Capital Work -in -Progress (Including Capital Advances) 500,000 182,221

# Buildings include Rs. 28.39 Lacs for building purchased with physical possession under Flat Buyers Agreement dated. 28th July, 1999, which is pending Execution & Registration ofConveyance Deed in the name of the Company.


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As at As at 31.03.2006 31.03.2005

(Rs.) (Rs.)

SCHEDULE - F : CURRENT ASSETS, LOANS & ADVANCESA) CURRENT ASSETS1. INVENTORIES (As valued and verified by management)

i) Stock in Trade Raw Material (Oil, including In-Transit) 39,804,181 27,123,263 Packing 6,844,544 7,980,984 Shares & Securi ties 29,793 33,613 Others 6,780,046 53,458,564 6,546,392 41,684,252

------------------------------------------------------------- ---------------------------------------------------------ii) Stock in Process 39,494,033 15,783,194iii) Finished Products

Vanaspati 13,131,970 10,627,554 Refined Oil 2,013,032 368,632 Bakery Shoretning (including in transit) 7,993,374

By Products 56,354 855,578------------------------------------------------------------- ---------------------------------------------------------23,194,730 11,851,764

------------------------------------------------------------- ---------------------------------------------------------116,147,327 69,319,210

================================== ================================2. CASH AND BANK BALANCES

i) Cash in Hand 710,066 463,638ii) Balance with Scheduled Banks

In Current Accounts 15,753 813,099 Fixed Deposit including interest accrued

(pledged with Banks as margin money againstbank guarantees and foreign letters of credit) 4,417,241 10,103,756

------------------------------------------------------------- ---------------------------------------------------------5,143,060 11,380,493

================================== ================================3. SUNDRY DEBTORS (Unsecured & considered good)

Outstanding for a period exceeding six months 1,187,062 41,235,626

Others 105,926,039 107,113,101 145,667,699 186,903,325------------------------------------------------------------- ---------------------------------------------------------

Less : Provision for doubtful debts 96,070------------------------------------------------------------- ---------------------------------------------------------

107,113,101 186,807,255================================== ================================

B) LOANS AND ADVANCES(Unsecured & considered good unless otherwise stated)i) Advances recoverable in cash or in kind

or for value to be received 11,347,032 3,486,760ii) Security and other deposits 2,578,884 2,582,884

Less : Provision for doubtful debts 50,016 2,528,868 50,016 2,532,868------------------------------------------------------------- ---------------------------------------------------------

i ii) Staff Loans & Imprest 293,960 416,068iv) Excise Duty Recoverable 24,883 479,094v) Advance Tax/TDS 366,651 342,562

vi) Income Tax Deposit under protest 100,000vii) Prepaid Expenses 1,148,545 1,083,474viii) Custom Duty Recoverable 4,305,039 3,964,943ix) Share Application Money 1,090,250

------------------------------------------------------------- ---------------------------------------------------------21,205,228 12,305,769

================================== ================================


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As at As at 31.03.2006 31.03.2005

(Rs.) (Rs.)

SCHEDULE - G: CURRENT LIABILITIES AND PROVISIONS

A. CURRENT LIABILITIESSundry Creditors

Small Scale Industrial Undertakings 601,439 823,953(Refer note no. 19 of part B of Schedule N)

Others 60,913,905 61,515,344 69,691,843 70,515,796------------------------------------------------------------- ---------------------------------------------------------

Security Deposits from Dealers 464,767 459,552Advance from Customers 412,498 365,082Other Liabilities 4,736,360 3,502,872

------------------------------------------------------------- ---------------------------------------------------------67,128,969 74,843,302

B. PROVISIONS Provision for Income Tax (Net of Advance Tax/TDS) 1,441,681 136,252 Provision for Fringe Benefit Tax 208,693 Provision for retirement benefits 2,383,497 2,438,051

------------------------------------------------------------- ---------------------------------------------------------71,162,840 77,417,605

================================== ================================

SCHEDULE - H : MISCELLANEOUS EXPENDITURE

(to the extent not written off or adjusted)a) Preliminary Expenses (As per last year) 122,441 163,254

Addition during the year 70,000 Less: Written off to Profit & Loss Account 54,813 137,628 40,813 122,441

------------------------------------------------------------- ------------------------------------------------------------- --------------------------------------------------------- ---------------------------------------------------------

137,628 122,441================================== ================================

SCHEDULE - I : OTHER INCOME

Interest (Trade at Gross, including TDS ofRs. 116,442; Previous year Rs. 200,348) 651,246 812,926Debts, no longer payable written off (Net) 441,066 63,929Duty Entitlements against Exports 679,377Sales Tax Refund 91,244 Bad Debts Recovered 96,070 Miscellaneous Income 197,852 24,442

------------------------------------------------------------- ---------------------------------------------------------1,477,478 1,580,674

================================== ================================


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As at As at 31.03.2006 31.03.2005

(Rs.) (Rs.)

SCHEDULE - J : INCREASE/(DECREASE) IN STOCKSVANASPATI / REFINED OILOpening StockFinished Products 10,996,186 17,220,955Stock in Process 15,783,194 13,706,994By Products 855,578 1,509,930

------------------------------------------------------------- ---------------------------------------------------------27,634,958 32,437,879

Less: Closing StockFinished Goods 23,138,376 10,996,186Stock in Process 39,494,033 15,783,194By Products 56,354 855,578

------------------------------------------------------------- ---------------------------------------------------------62,688,764 27,634,958

------------------------------------------------------------- ---------------------------------------------------------

Increase/(decrease) in stocks 35,053,806 (4,802,921)================================== ================================

SCHEDULE - K : RAW MATERIAL & COST OF GOODS SOLDa) Raw Oils

1. Raw OilsOpening Stock 27,123,263 25,090,034Oil Purchase 1,918,077,377 1,479,393,100Custom Duty 110,969,672 306,646,762Freight, Brokerage, Bank charges etc 45,294,583 44,548,561

-------------------------------------------------------------------- -------------------------------------------------------------------2,101,464,895 1,855,678,457

Less: Closing Stock (including ln-Transit) 39,804,181 2,061,660,714 27,123,263 1,828,555,194-------------------------------------------------------------------- -------------------------------------------------------------------

2. Packing Material 37,545,157 32,163,1333. Chemicals 14,797,858 12,523,141

b) Rice

Opening Stock Rice Purchase 55,218,485Freight, Packing, Bank charges etc. 3,414,416

-------------------------------------------------------------------- ------------------------------------------------------------------- 58,632,901

Less : Closing Stock 58,632,901-------------------------------------------------------------------- -------------------------------------------------------------------

c) CopperOpening Stock Copper Purchase 141,484,767Freight, Packing, Bank charges etc. 1,152,106

-------------------------------------------------------------------- ------------------------------------------------------------------- 142,636,873

Less : Closing Stock 142,636,873-------------------------------------------------------------------- -------------------------------------------------------------------

d) Shares/Securities

Opening Stock 33,613 34,838Add : Purchase -------------------------------------------------------------------- -------------------------------------------------------------------

33,613 34,838Less: Closing Stock 29,793 3,820 33,613 1,225

-------------------------------------------------------------------- -------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------2,114,007,549 2,074,512,467

======================================== =====================================


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As at As at 31.03.2006 31.03.2005

(Rs.) (Rs.)

SCHEDULE - L : MANUFACTURING, ADMINISTRATIVE & OTHER OVERHEADS

Rates & Taxes 257,208 420,317Fuel, Power & Electricity 58,657,229 48,809,941Handling Charges 1,817,447 1,520,711Laboratory Expenses 220,196 187,862Repair & Maintenance 4,917,872 4,732,026Entry tax 736,945 469,585Salaries & Wages 7,008,010 6,858,093Contribution to Provident & Other Funds 956,321 911,950Provision for Retirement Benefits & Bonus 447,103 794,564Directors Remuneration 300,000 300,000Staff Welfare 711,132 997,326Rent 616,349 541,263

Telephone Expenses 832,451 995,398Legal, Professional Expenses 741,371 769,626Printing & Stationery 301,566 299,947Conveyance & Vehicle Maintenance 1,006,860 1,221,594Loss on Sale of Assets (Net) 314,853Insurance 1,698,073 1,794,918Tours & Travelling 692,113 489,865Portclearing and Other Charges (Against Rice Exports) 1,967,604Charity & Donation 33,511 3,331Business Promotion 167,347 278,512Publicity & Advertisement 248,311 203,067Freight Outward 8,135,306 36,921,033Commission, Discounts & Selling Expenses 8,163,111 7,685,566Others 759,744 833,024

------------------------------------------------------------- ----------------------------------------------------------99,425,575 120,321,976

================================== ================================

SCHEDULE - M : FINANCIAL CHARGES

Interest on: Working Capital Loan 7,721,373 6,209,121 Others 62,949 7,784,322 35,682 6,244,803

------------------------------------------------------------- ----------------------------------------------------------Bank Charges 752,412 574,352

------------------------------------------------------------- ----------------------------------------------------------8,536,734 6,819,155

================================== ================================


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SCHEDULE - N : STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. RECOGNITION OF INCOME AND EXPENDITURE:i) The accounts are made on historical cost basis on going concern assumption and Revenues/Incomes and

Costs/Expenditure are generally accounted on accrual, as they are earned or incurred in accordance with theAccounting Standards issued by ICAI and the provisions of Companies Act, 1956.

ii) The Preliminary Expenses & Pre-operative Expenses incurred up to 31.03.1995 are amortised over the periodof ten years. Such expenses incurred after that date are amortised over the period of five years.

2. RETIREMENT & PENSION BENEFITSi) Companys contribution to provident fund and pension fund is charged off to Profit & Loss A/c.ii) Gratuity has been provided for, on the accrual basis on the assumption that all the eligible employees retire on

the Balance Sheet date.iii) Leave Encashment is accounted for on accrual basis, on the assumption that all eligible employees retire on

the Balance Sheet date.

3. FIXED ASSETS:i) Fixed Assets are stated at cost, less accumulated depreciation, other than Leasehold Land, where no

amortization is made. The properties/assets, in respect of which beneficial transfer has been affected, even

though pending execution/registration, are capitalised.ii) In case of Fixed Assets acquired out of capital grants/subsidy, the cost is reduced to the extent of capital grant/subsidy.

iii) The Capital work in progress is capitalized as fixed assets on the date of commissioning of the asset.

4. METHOD OF DEPRECIATION AND AMORTISATION:(i) Depreciation on Fixed Assets is provided at the relevant rates of depreciation in respect of Straight Line

Method as specified in Schedule XIV to the Companies Act, 1956.(ii) In view of the amendment in Schedule XIV, depreciation on assets costing up to Rs.5000/- are depreciated at

the rate of 100% on pro-rata basis except those which constitute more than 10% of the total actual cost ofPlant and Machinery on which the applicable rate of depreciation is charged.

(iii) Depreciation on additions to assets or on sale/adjustment of assets is calculated pro-rata from the date ofsuch addition or up to the date of such sale/ adjustment.

(iv) No amounts are written off against Leasehold Land by way of amortisation. However, due amortisation hasbeen made in respect of properties/assets which are pending registration in the name of the company.

5. VALUATION OF INVENTORIESMethod of Valuation

Raw Material, Packing Material &Consumables (including material in-transit) : At Cost including direct procurement overhead / taxes.Finished Goods(including goods in transit) : At cost or net realisable value whichever is lower.Stock in process : At costBy Products : At net realisable valueLoose Tools : At cost and charged off when discarded.Shares / Securities (Quoted) : At lower of cost or net realisable value

In the above, cost is arrived at by FIFO cost method. In and in case of Finished Goods and Stock in Process,; it alsoincludes excise duty (if applicable), manufacturing & related establishment overheads, depreciation and interest.

All the Spares, which are primarily meant to be used for capitalisation (except consumables and maintenancestores), are considered as part of the Capital Work in Progress and shown accordingly.

6. RESEARCH AND DEVELOPMENTRevenue expenditure including overheads on Research and Development is charged out as an expense throughthe natural heads of account in the year in which incurred. Expenditure, which results in the creation of capitalassets, is taken to Fixed Assets and depreciation is provided on such assets, as are depreciable.

7. EXPENDITURE DURING CONSTRUCTION PERIODAll expenditure, directly related to the fixed asset including interest on borrowings for the project, incurred up to thedate of installation, are directly capitalised and added, if required, pro-rata to the cost of factory buildings, whereverapplicable, and plant and machinery relating thereto.


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8. INVESTMENTSLong-term investments are stated at cost price. Any diminution of permanent nature in the value of the long-terminvestments is suitably provided for by charging off to revenue. Short-term investments are stated at lower of cost ornet realisable value.In case of unquoted shares, the diminution in value of shares is arrived on the basis of break up value as per latestavailable audited balance sheet of the respective company.

9. FOREIGN CURRENCY TRANSACTIONSForeign Currency transactions during the year are recorded at rates of exchange prevailing on the date of transaction.Current Assets and Current Liabilities are translated at using the year-end exchange rate. Exchange gains andlosses are duly recognised in the Profit and Loss Account. In case of forward contracts, the difference between theforward rate and the exchange rate on the date of the transaction is recognised as income or expense over the life of thecontract.

10. INCOME TAXProvision for current Income Tax is made on the basis of estimated taxable income after taking into consideration,estimates of benefits admissible under the provisions of Income Tax, 1961. The company provides for deferred taxliability (after netting off deferred tax assets), based on the tax effect of timing difference resulting from the recognitionof items in the financial statements. Deferred tax assets (after, netting of deferred tax liabilities), are generally notrecognized unless there exist strong circumstances for its adjustment/realization in near future.

11. ACCOUNTING FOR DEPBThe DEPB entitlements, against exports, are accounted on accrual basis when export materialises. In case of DEPBacquired from third parties, the same is recognised on historical cost basis.

12. IMPAIRMENT OF ASSETSConsideration is given by the management of the company consideration is given at each balance sheet date todetermine whether there is any indication of impairment of the carrying amount of assets. If any indication exists,impairment loss is recognised whenever the carrying amount of an assets exceeds its recoverable amount. Therecoverable amount is greater of the net selling price and value in use.Reversal of impairment losses recognised in prior years is recorded when there is indication that the impairmentlosses for the assets are no longer exist.

13. PROVISIONS AND CONTIGENT LIABLITIESA Provision is recognised when the company has a present obligation as a result of past event and it is probable thatan outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.Provisions are not discounted to its present value and are determined based on management estimate required tosettle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted toreflect the current management estimates.

The disclosure is made for all possible or present obligations that may but probably will not require outflow ofresources, as contingent liability in the financial statements.

B. NOTES TO THE ACCOUNTS1. Contingent Liabilities not provided for:

a. Bank Guarantees / Letters of credit issued by the company in favour of (Rs. In lacs)

2005-2006 2004-2005

i) Mectech Process Engineers Pvt. Ltd. 5.00ii) Foreign Letters of Credit against import of oil 301.58 427.43

Total Value 301.58 432.43

Bank Guarantees / Foreign Letters of Credit are secured by way of lien marked Fixed Deposits of Rs. 44.17Lacs (Previous year Rs. 101.04 Lacs).

b. Corporate guarantee given to a bank, in lieu of such bank having extended various secured fund based & non-fund basedcredit facilities, amounting in aggregate to Rs. 2410 Lacs (Previous year Rs. 1,995 Lacs) to an associate company.

c. The company has received a demand for payment of 5.69 Lacs as Sales Tax pertaining to First Quarter ofFinancial Year 2005-2006. However, the company has filed a First Appeal with Commissioner of Appeal Salestax, Bhiwadi against it and on amount of Rs. 0.89 Lacs has been deposited by the company under protest,which has been shown under the head loan and advances in schedule F (B) to the Balance Sheet.

d. Demand of Rs. 3.64 Lacs has been raised by Income tax authorities for A.Y. 2003-2004 which is disputed bythe company under appeal and a sum of Rs. 100000/- has been deposited under protest, which has beenshown under the head loan and advances in schedule F (B) to the Balance Sheet.


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2. Estimated amount of contracts remaining to be executed on capital account and not provided for in accounts (net ofadvances) Rs. 213.87 Lacs (Previous year Rs. 10.18 Lacs).

3. During the year, the Board of Directors of the company has allotted 23,00,000 (Twenty three Lacs) convertible warrantson preferential basis, the warrant holders have option of subscribing one equity share of the company of Rs. 10/- eachper warrant at a price of Rs. 14/- per share any time up to 18 month from the date of issue i.e. 30 th August 2006. Thecompany has received an amount of Rs. 32.20 Lacs (from the warrant holders) representing 10% upfront payment.

4. In the opinion of the board the current assets, loans & advances are recoverable at par in the ordinary course ofbusiness at a price at which they are stated in the Balance Sheet.

5. Balances of debtors, creditors, loans and advances on the Balance Sheet date are subject to reconciliation andconfirmation from some of the parties.

6. Exchange rate at the closing of financial year is taken at USD 1 = Rs. 44.62 (previous year Rs. 43.85).7. Remuneration to Director(s) : 2005-2006 2004-2005

(Rs.) (Rs.)

Salary to the Managing Director 300,000 300,000

8. Payment to Auditor's : 2005-2006 2004-2005 (Rs.) (Rs.)

(Included under legal & professional Expenses in schedule L)

a) Statutory AuditorsAudit Fees 100000 100,000Tax Audit Fee 10000 10,000Taxation Matters Fee 40,000 40,000Out of Pocket expenses 8750 7200Service Tax 11220 11220

------------------------------- -------------------------------169970 168420

------------------------------- -------------------------------b) Cost Auditors (including Service Tax) 31154 28,184c) Internal Auditors (including Service Tax) 93615 78,552

9. Particulars in respect of Capacities, Production/Purchase, Stocks and Sales:(A) Manufacturing Operations:

(i) For Sale

Installed Opening Actual Sales Closing Stock

Class of Goods capacity Stock Production M.T. Qty. Value Qty. Qty. Value Qty. Value (P.A.) (MT) (Rs. in Lacs) (MT) (MT) (Rs. in Lacs) (MT) (Rs. in Lacs)

Vanaspati /Refined Oil 54000 265.161 109.96 52106.361 52010.919 19360.76 360.603 151.45

Prev. Years 54000 337.533 172.21 42194.834 42267.206 18714.26 265.161 109.96

a) The installed capacity for the finished products and date of installation, are as certified by the management andrelied upon by the auditors, being a technical matter.

b) Capacities are expressed on the basis of triple shift working of the factory.

(ii) For Captive Consumption:

Installed Opening Actual Consumed* Closing Class of Goods ca

Ajanta Soya Ltd. Annual Report 2006

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Transcript of Ajanta Soya Ltd. Annual Report 2006