JAYANT AGRO-ORGANICS LTD,

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JAYANT AGRO-ORGANICS LTD,

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VisionThe promoters of Jayant Agro-

Organics Limited realised thepotentialities of Castor Oil

more than 5 decades ago.Gifted with rare vision andforesight they explored

the immense possibilitiesin Castor by laying

tremendous emphasis on R & D,which has resulted in Jayant Agro-Organics Limited offering the largestrange of Castor-based products in the

Philosophy world

It is our earnest belief that nothing of lasting and enduring value is createdovernight. Everything worthwhile today is the result of yesteryears' work andvision and every successful tomorrow requires conceptualisation in the formof ideas and thoughts and crystallisation thereof through efforts to be put intoday. As we sow, so we reap.

Our valuesWe endeavor to create an organisation incorporating the values of integrityand dedication; one which progressively evolves with time to meet thechallenges of the future.


JAYANT AGRO ORGANICS LIMITED'Akhandanand' 38, Marcol Co-operative Industrial Estate,

Off. M. V. Road, Sakinaka, Andheri (East), MUMBAI 400 059.

PROXY FORMI Weof beinga member / members of JAYANT AGRO-ORGAN1CS LIMITED hereby appoint

of

Oi failing him of01 failing him ofas my / our proxy to attend and vote for me / us / our behalf at the 13th Annual General Meeting of thecompany to be held at S. S. Hall, Garware Club House, Wankhede Stadium, 'D' Road, Churchgate, Mumbai400 020 on Thursday the 29th September, 2005 at 4.00 P. M. and at any adjournment thereof.

"Affix"15 paise

RevenueStamp

Signature

Signed the day of

Member's folio Number

DP ID No Client ID No.

2005

NOTE:The proxy must be deposited at the Registered Office of the Company not less than 48 hours beforethe time for holding the Meeting.

JAYANT AGRO ORGANICS LIMITED'Akhandanand' 38, Marcol Co-operative Industrial Estate,

Off. M. V. Road, Sakinaka, Andheri (East), MUMBAI 400 059,

ATTENDANCE SLIPI hereby record my presence at the 13th Annual General Meeting of the Company held ar S. S. Hall,Garware Club House, Wankhede Stadium, 'D' Road, Churchgate, Mumbai 400 020 Thursday the29 th September, 2005 at 4.P. M.

Name of the Attending Shareholder (in Block Letters)

Name of the Proxy (To be filled in if the proxy attends instead of the Shareholder)

Ledger Folio Number

Signature of the Shareholder / Proxy

No. of Shares held

DP ID No Client ID No

NOTE :Shareholders/Proxy holders are requested to bring the Attendance Slips with them duly completed whenthej come to the meeting and hand over the same at the gate after affixing their signatures thereon.


It takessomeone

with a visionof the

possibilitiesto attain new

levels of experience,someone

with the courageto live

his dreams.

The Company's strengthis strong research-basedinnovation of Castor-based chemical productsand identifying newa p p l i c a t i o n s the rebycreating new markets.

S - Annual Reports Library Services - www.sansco.net

You see thingsand you say

"Why?";but I dreamthings thatnever were

andI say

"Why not?".if

MK

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\l

Reports Library SerjWees - www.sansco.net

WhatI can't see

is moreimportant

thanwhat

I can see

SANSCO SERVICES - Annual Rei

1% *te itfi

SANSCO SERVICES - Annual Reports Library Services - www.sansco.netj

Synergy isthe highest

activity of life;It creates newuntapped alternatives;it values and exploitsthe mental, emotional,

and psychologicaldifferences

between people.

SANSCO SERVICES - Annual Reports Libr

... Team effortWe plan to build a framework, whichfocuses on a free and co l l abora t iveenvironment; one which inspiresindividual talents to greater he ightsand synchronizes the i r energies in toan integrated learn effort, t h u shelping the business to surge ahead.

SANSCO SERVICES - Annual Reports Libra

We foster research by investing in and employing latest technologies toexplore, develop and exploit new products and processes and plan theirapplications. Our R & D activity enables us to fully exploit the benefits of theunique chemistry of castor oil and forms a backbone for future developmentand growth of the company. Our research has been responsible for identifyingand developing increasing number of applications for castor oil derivativesand for promoting import-substitution products, thereby creating newmarkets. ,

lERVICES - Annual Reports Library Services - www.sansco.net

Reason cananswer

questions,but

imaginationhas to ask them.


We provide our customers with regular market reports, custom madeproducts, efficient after sales service and technical support for the productssupplied and their applications.

SERVICES - Annual Reports Library Services - www.sansco.net

You can neverbe

too rich,too thin,

or have too manycustomers

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JAYANT AGRO - ORGANICS LTD.

BOARD OF DIRECTORSMr. Vithaldas G. UdeshiMr. Hemant V. UdeshiMr. Gordhandas H. MulaniMr. Sudhir V. UdeshiMr. Abhay V. UdeshiDr. Subhash V. UdeshiMr. Jayasinh V. Mariwala

- Chairman- Managing Director

3] Executive Directors

COMPANY SECRETARYMr. G.K.Shastri

BANKERSCentral Bank of India.State Bank of IndiaICICI BankState Bank of Indore

AUDITORSOstwal Desai & Kothari. [Regd.]Chartered Accountants

SOLICITORSM/s Tyabji Dayabhai & Co.

SHARE TRANSFER AGENTSSharepro Services (I) Private Ltd.Satam Industrial Estate3rd Floor, above Bank of BarodaCardinal Gracious RoadChakalaAndheri (East)Mumbai 400 059.

REGISTERED OFFICE

Akhandanand,38, Marol Co-op. Indl. EstateOff. M.VRoadSakinaka, Andheri (East)Mumbai 400059.

WORKSPlot No. 602, Behind G.A.C.L.Post PetrochemicalsDist. Vadodara 391 346.Gujarat.

CONTENTS

Board of Directors 01

Notice 02

Annexure to Notice 06

Directors' Report 10

Annexure to Directors' Report 13

Management's Discussion & Analysis 15

Corporate Governance 17

Compliance Certificate 24

Auditors' Report 25

Balance Sheet 28

Profit & Loss Account 29

Schedules 30

Notes to Accounts 35

Cash Flow Statement 43

Balance Sheet Abstract 44

Statement U/s 212 45

Consolidated Financial Statement 46

Accounts - Subsidiary Company 69

Cash Flow Statement 81

Performance for last twelve years



N O T I C E

Notice is hereby given that the Thirteenth Annual General Meeting of JAYANT AGRO ORGANICS LTD.,will be held on Thursday, the 29th September, 2005 at 4.00 P.M. at S.S.Hall, Garware Club House,Wankhede Stadium, "D" Road, Churchgate, Mumbai - 400 020, to transact the following business :

ORDINARY BUSINESS :

1. To receive and adopt the Directors' Report and Audited Balance Sheet and Profit & Loss Account forthe year ended 31st March, 2005 and Auditor's Report thereon.

2. To declare a dividend on Equity and Preference Shares.

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

4 To appoint a Director in place of Mr. Sudhir V. Udeshi who retires by rotation and being eligible, offershimself for re-appointment.

5 To appoint Auditors and to fix their remuneration.

SPECIAL BUSINESS :

6. Re-appointment of Mr. Sudhir V. Udeshi as Wholetime Director.

To consider and, if thought fit, to pass with or without modifications, the following Resolution as an OrdnaryResolution :

"RESOLVED that pursuant to the provisions of Sections 198, 269, 309 and other applicable provisions, ifany, of the Companies Act, 1956 read with Schedule XIII as amended, approval of the Company be andis hereby accorded to the re-appointment of Mr. Sudhir V. Udeshi as a Wholetime Director of the Com-pany for a period of 5 years with effect from 1st June, 2005 on the terms and conditions including remu-neration as set out in the explanatory statement."

"RESOLVED FURTHER that remuneration as set out in the Explanatory Statement including benefits,amenities and perquisites, shall be paid and allowed to Mr. Sudhir V. Udeshi as minimum remuneration inany financial year in the event of absence or inadequacy of profit for the said financial year but shall not inany such financial year exceed the ceiling laid down in this behalf in Schedule XIII to the Act includingamendments made thereto from time to time."

"RESOLVED FURTHER that the Board of Directors be and are hereby authorised to take such steps anddo all such acts, deeds, matters and things as may be considered necessary, proper and expedient togive effect to this Resolution."

7. Re-appointment of Mr. Abhay V. Udeshi as Wholetime Director.

To consider and, if thought fit, to pass with or without modifications, the following Resolution as an Ordi-nary Resolution :

"RESOLVED that pursuant to the provisions of Sections 198, 269, 309 and other applicable provisions, ifany, of the Companies Act, 1956 read with Schedule XIII as amended, approval of the Company be andis hereby accorded to the re-appointment of Mr. Abhay V. Udeshi as a WhoJetime Director of the Com-pany for a period of 5 years with effect from 1st June, 2005 on the terms and conditions including remu-neration as set out in the explanatory statement."


JAYANT AGRO - ORGANICS LTD. w

"RESOLVED FURTHER that remuneration as set out in the Explanatory Statement including benefits,amenities and perquisites, shall be paid and allowed to Mr. Abhay V. Udeshi as minimum remuneration inany financial year in the event of absence or inadequacy of profit for the said financial year but shall notin any such financial year exceed the ceiling laid down in this behalf in Schedule XIII to the Act includingamendments made thereto from time to time."


8. Re-appointment of Dr. Subhash V. Udeshi as Wholetime Director.

To consider and, if thought fit, to pass with or without modifications, the following Resolution as anOrdinary Resolution :

"RESOLVED that pursuant to the provisions of Sections 198, 269, 309 and other applicable provisions, ifany, of the Companies Act, 1956 read with Schedule XIII as amended, approval of the Company be andis hereby accorded to the re-appointment of Dr. Subhash V. Udeshi as a Wholetime Director of theCompany for a period of 5 years with effect from 1st June, 2005 on the terms and conditions includingremuneration as set out in the explanatory statement."

"RESOLVED FURTHER that remuneration as set out in the Explanatory Statement including benefits,amenities and perquisites, shall be paid and allowed to Dr. Subhash V. Udeshi as minimum remunerationin any financial year in the event of absence or inadequacy of profit for the said financial year but shall notin any such financial year exceed the ceiling laid down in this behalf in Schedule XIII to the Act includingamendments made thereto from time to time."


9. Sitting Fees to Non-Executive Directors :

To consider and, if thought fit, to pass with or without modifications, the following Resolution as anOrdinary Resolution :

"RESOLVED that pursuant to the provisions of Clause 49 of the Listing Agreement with the Stock Ex-changes, the consent of the Company be and is hereby accorded for payment of Rs.2,500/- (Rupees TwoThousand Five Hundred only) or such other amount as may be approved by the Board of Directors,subject to the ceiling prescribed under the Companies Act, 1956 or rules framed thereunder, as amendedfrom time to time, as sitting fees for each meeting of the Board of Directors or the Committee(s) thereof,attended by the Non-Executive Directors of the Company."

10. Enabling resolution to issue Equity Shares / Convertible or non-convertible debentures withdetachable or non-detachable warrants, aggregating not exceeding Rs.100 crores.

To consider and if thought fit, to pass, with or without modifications, the following resolution as a SpecialResolution.

"RESOLVED THAT in accordance with the provisions of section 81 and all other applicable provisions ofthe Companies Act, 1956, and enabling provisions in the Memorandum and Articles of Association of theCompany and the listing Agreements entered into by the Company with the Stock Exchanges where theshares of the Company are listed and subject to the approval of the Financial Institutions (FIs), Securities& Exchange Board of India (SEBI). Reserve Bank of India (RBI) and all other concerned authorities, ifany, and to the extent necessary and such other approvals, permissions and sanctions as may be neces-sary and subject to such conditions and modifications as may be prescribed or imposed by any of them in


JAYANT AGRO - ORGANICS LTD. <'<£}

granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors ofthe Company (hereinafter referred to as the "Board") and/or duly authorized Committee thereof for thetime being exercising the powers conferred by the Board, consent of the Company be and is herebyaccorded to the Board to issue/offer Equity Shares/Convertible Debentures, fully or partly, and/or non-convertible debentures, with or without detachable or non-detachable warrants, and/or other financialinstruments (hereinafter for brevity's sake referred to as 'Securities') as the Board at its sole discretionmay at any time hereafter decide which securities when issued or allotted would ultimately result in anincrease in the paid-up equity shares capital of the Company by an amount not exceeding Rs. 100 croresto the members, debenture holders, employees, non-resident Indians, companies, other entities and tosuch other persons through public issue, rights issue, private placement or otherwise or conversion ofterm loans at the option of the term lenders or by any one or more or a combination of the above modes/methods or otherwise and at such time or times and in one or more tranches as the Board or Committeethereof may in its absolute discretion think fit, in consultation with the lead managers, underwriters orotherwise, and on such terms and conditions including the number of Equity Shares and / or Debenturesto be issued, the face value, rate of interest, redemption period, manner of redemption, amount of pre-mium on redemption, the number of equity shares to be allotted on redemption/conversion, the ratio,period of conversion, fixing of record date or book closure; provided that the issue price of the equityshares to be issued on conversion of debentures or upon exercising the rights of entitlement attached tothe warrants or on conversion of term loan(s), shall be at a price not exceeding the price as prescribedunder the applicable regulations, per equity share; Provided further that the increase in the paid-up equityshare capital as aforesaid, shall be in addition to the increase in the paid up equity share capital which willtake place in respect of securities already issued/committed to be issued by the Company and approvedby the members earlier.

"RESOLVED FURTHER THAT such of these securities to be issued as are not subscribed may be dis-posed of by the Board/Committee thereof in its absolute discretion, in such manner and/or on such termsas it may deem fit including offering or placing them with Banks/Financial Institutions/Investment institu-tions/Mutual Funds or otherwise as the Board or Committee thereof may in its absolute discretion deem fitand proper.

"RESOLVED FURTHER THAT the consent of the Company be and is hereby also granted in terms ofsection 293(1 )(a) and all other applicable provisions of the Companies Act, 1956 to the Board of Directorsto mortgage and/or charge in addition to the mortgages/charges created /to be created by the Companyin such form and manner and with such ranking and at such time and on such terms as the Board maydetermine all or any of the movable and/or immovable properties of the Company both present and futureand/or the whole or any part of the undertaking(s) of the Company together with the power to take overthe management of the business and concern of the Company in certain events of default in favour of theAgents and Trustees/Trustees for securing the Securities (if they comprise fully/partly Convertible Deben-tures and/or Non Convertible Debentures with or without detachable or non-detachable Warrants or se-cured premium notes or other debit instruments) referred to herein together with interest, further interestthereof, compound interest in case of default, accumulated interest, remuneration of the Trustees, pre-mium (if any) on redemption, all other costs, charges and expenses payable by the Company in terms ofthe Trust Deed to be finalized and executed between the Company and the Agents and trustees/Trusteesand containing such specific terms and conditions and covenants in respect of enforcement of security asmay be stipulated in that behalf and agreed to between the Board of Directors or Committee thereof andthe Trustees.

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board/Committee beand is hereby authorized to do all such acts, deeds, matters and things, as it may in its absolute discretiondeem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regardto the offer/issue, allotment and utilization of the proceeds of issue of the securities towards the Company'sprojects/other business needs and finalise such documents for creating mortgage/charges as it maydeem fit."



Notes :

1. A Member entitled to attend and vote is entitled to appoint a proxy and vote instead of himself andthe proxy need not be a member of the Company. Proxies should be received by the Company atits Registered Office, not less than 48 hours before the Meeting.

2 An Explanatory Statement pursuant to Section 173 to the Companies Act, 1956 which sets outdetails relating to Item Nos. 6 to 10 is annexed hereto.

3 The Register of Members and Share Transfer Books of the Company will remain closed from27-09-2005 to 29-09-2005 both days inclusive, for the purpose of payment of dividend.

4 The Dividend, as recommended by the Board, if declared, at the meeting, will be paid on or after6th October, 2005 to those members or their mandates whose names stand registered on theCompany's Register of Members as on 27th September, 2005

5 The Members who hold shares in dematerialised form are requested to bring with them theirdepository account number (Client ID No.) for easier identification of attendance at the AnnualGeneral Meeting.

6 The Members are requested to notify the change in address, if any, immediately to the ShareTransfer Agents, in case of physical holdings by quoting their registered Folio Number, and totheir Depository Participants in case of shares held in electronic mode, by quoting client I.D.Number.

7 Those members who have not yet encashed their dividend warrants for the financial year ended31st March, 1998 and subsequent years, may claim or approach the Company for payment ofunclaimed dividend amount, because the dividend amount remaining unclaimed for a period ofseven years will be transferred to the Investor Education and Protection Fund, in terms of Section205-C of the Companies Act, 1956, and no claims shall lie in respect of such amount.

8. To avoid the incidence of fraudulent encashment of Warrants, the shareholders are requested toinform the Company's Share Transfer Agents, under the signature of the Sole / First joint holder,the following details, so that the Bank Account Number and Name and address of the Bank canbe printed on the Dividend Warrants. THIS IS VERY IMPORTANT.

a) Name of Sole / First joint holder and Folio No.

b) Details of Bank Account, Vizi-

Name of the Bank with Branch Name.Complete address of the Bank, with Pin Code Number,

iii i Account type: whether Savings (SB) or Current Account (CA)iv i Bank Account Number allotted by the Bank.

The shareholders who hold shares in dematerialised form, and want to change / correct the BankAccount details should send the same immediately to the concerned Depository Participant.

9. The members holding shares in physical form can avail of the nomination facility by filing form 2Bwith the Company. Forms will be provided by the Share Transfer Agents of the Company onrequest. The members holding Shares in electronic mode, can approach their respective Deposi-tory Participants for availing the nomination facility.



10. Pursuant to the requirements of the Listing Agreements with Stock Exchanges on CorporateGovernance, the information about the Directors proposed to be appointed is given in the Annexure to the Notice.

Regd. Office:Akhandanand,38, Marol Co.op. Indl. Estate,Off M.V.RoadSaki Naka, Andheri (East)Mumbai - 400 059.

Place : MumbaiDate :• 28th June, 2005.

By Order of the BoardFor JAYANT AGRO ORGANICS LTD.

G. K. ShastriCompany Secretary

ANNEXURE

EXPLANATORY STATEMENT

Pursuant to Section 173 of the Companies Act, 1956, the Explanatory Statement in respect of ItemNos. 6 to 10 is set out as under :-

ITEM NOS. 6, 7 & 8.

1 The members had, at the Annual General Meeting of the Company held on 12th August, 2002approved the appointment and payment of remuneration to Mr. Sudhir V. Udeshi, Mr. Abhay V.Udeshi and Dr. Subhash V. Udeshi, Wholetime Directors. Subsequently, the members had also atthe Annual General Meeting held on 30th July, 2003 revised the terms of appointment of theWholetime Directors.

The Remuneration Committee and the Board of Directors have at their Meetings, both held on 28th

June, 2005, subject to the approval of the members, approved the re-appointment of Mr. Sudhir V.Udeshi, Mr. Abhay V. Udeshi and Dr. Subhash V. Udeshi, for a period of five years, commencingfrom 1st July, 2005 to 31st May, 2010 and entering into fresh agreements with these Whole-timeDirectors on the terms and conditions contained in the Resolutions and also as contained hereun-der. A brief profile of Mr. Sudhir V. Udeshi, Mr. Abhay V. Udeshi and Dr. Subhash V. Udeshi isseparately annexed to the Notice.

Names of Directors

1 Mr.Sudhir V.Udeshi2 Mr.Abhay V.Udeshi3 Dr.Subhash V.Udeshi

Period

5 yearsfrom1.6.2005to31.5.2010

Salary/ Commission to each of them

Rs.55,000/- p.m. in the scale ofRs.45,000/- -Rs. 2,00,0007- withAnnual increments, within the scale asmay be decided by the Board.Commission: 1% of the net profit orRs.2,00,000/- whichever is less.

Perquisites common to all Wholetime Directors :-

Housing I : The expenditure by the Company on hiring furnished accommodation for the WholetimeDirector, will be subject to a ceiling of sixty percent of his salary, over and above ten percent payableby him.Housing II : In case no accommodation is provided by the Company, the Wholetime Director shall be



entitled to house rent allowance of sixty percent of his salary, over and above ten percent payable by him.

Explanation : The expenditure incurred by the Company on gas, electricity, water and furnishing shallbe valued as per the Income Tax Rules, 1962. This shall however be subject to a ceiling of ten percent ofthe salary of the Wholetime Director.

Medical Reimbursement : Expenses incurred for the Wholetime Director and his family subject to aceiling of three months salary over a period of three years.

Leave Travel Concession : For the Wholetime Director and his family once in a year incurred in accor-dance with the Rules specified by the Company.

Club Fees : Fees of Clubs subject to a maximum of two clubs. This will not include admission and lifemembership fee.

Personal Accident Insurance : Premium not to exceed Rs.5,0007- per annum.

"Family" means the spouse / dependent children and dependent parents of the Wholetime Director.

( i ) Contribution to the Provident, Superannuation or Annuity Fund in accordance with the schemes ofthe Company. Such contributions will not be included in the computation of ceiling on perquisitesto the extent these either singly or put together are not taxable under the Income Tax Act.

(i i) Gratuity not exceeding half a month's salary for each completed year of service.

(ii i) Encashment of leave at the end of tenure.

(iv ) Provision of car for the use of the Company's business and telephone at residence will not beconsidered as perquisites. Personal long distance calls and use of car for private purpose shall bebilled by the Company to the Wholetime Director.

General Conditions :

1. The Company shall re-imburse actual entertainment and travelling expenses incurred by theWholetime Director in the course of the Company's business.

2. He will not receive sitting fees for attending the Meetings of the Board or Committee thereof.

3. He shall not divulge the secrets of the Company.

4. The appointment may be terminated by either party by giving six months notice or by mutualconsent.

5. If at any time the Wholetime Director ceases to be Director of the Company for any cause what-soever, he shall cease to be the Wholetime Director of the Company. If at anytime, the saidWholetime Director ceases to be in the employment of the Company for any cause whatsoever,he shall cease to be Director of the Company.

6. Mr. Sudhir V. Udeshi, Mr. Abhay V. Udeshi and Dr. Subhash V. Udeshi, are appointed by virtue oftheir employment in the Company and their appointments are subject to the provisions of Section283(1) (e) of the Act.

7. The Wholetime Director shall not be entitled to supplement his earnings under the Agreementwith any buying or selling commission. He shall not also become interested or otherwise con-cerned directly or through his wife and/or minor children in any selling agency of the Companywithout the prior approval of the Central Government.

7


Place : Mumbai.

JAYANT AGRO - ORGANICS LTD. <

MEMORANDUM OF CONCERN OR INTEREST

Except Mr. G.H.Mulani and Mr. J.V.Mariwala, all other directors are concerned or interested in the saidResolution.

The Board considers that, the services of Mr. Sudhir V. Udeshi, Mr. Abhay V. Udeshi and Dr. Subhash V.Udeshi will be beneficial to the Company. The Board, therefore, recommends the said resolutions forapproval of the members of the Company.

This shall be considered as an abstract of terms and conditions of appointment of the above mentionedWhole-time Directors and Memorandum of interest under Section 302 (2) of the Companies Act, 1956.

ITEM NO. 9 :

The Securities and Exchange Board of India (SEBI) vide its Circular SEBI/CFD/DIL/CG/1/2004/12/10dated 29th October, 2004, has advised all Stock Exchanges to amend the listing agreement by insertingthe revised Clause 49 relating to Corporate Governance requirements to be fulfilled by the companies.The said amendment in the Listing Agreement was effective from 1st April, 2005, but the said date hasnow been extended upto 31st December, 2005 by the SEBI under its circular dtd. 29-10-2004. One of therequirements stipulated under the revised Clause 49 is that all the fees / compensation payable to Non-Executive Directors, including the independent Directors, shall be fixed by the Board of Directors andshall require previous approval of the Shareholders in general meeting.

At present, the Company is paying to the Non-Executive Directors, sitting fees of Rs.2,500/- for each ofthe meeting of the Board of Directors or a Committee(s) thereof attended by them, as against the maxi-mum permissible amount of Rs.20,000/- prescribed in this behalf. While the said provisions of the Actand/or of the Rules made thereunder, and/or the Article 141 of the Articles of Association of the Companydo not require any approval of the Shareholders to be obtained by the Company for payment of sittingfees to such Non-Executive Directors, as per the provisions of Clause 1 (B) of the aforesaid RevisedClause 49, and having regard to the time and attention devoted by such Directors to the affairs of yourCompany, the Board recommends the resolution proposed at item No.9 to the Shareholders approval.

Since this resolution related to the payment of remuneration by way of sitting fees to the non-wholetimeDirectors, each of such Directors is interested and concerned in this resolution.

ITEM NO. 10 :

Your Company is expanding its production capacity of its value added products at its E.O.U unit by 25%and its production of derivatives by 100% at a project cost of around Rs.100 million. In order to meet thecapital cost of the Project, your Directors are exploring various alternate proposals which would be favourableto your Company.

Article 8 of the Articles of Association of the Company which authorized the Board to issue and allotshares, provides inter-alia, that where at any time it is proposed to increase the subscribed capital of theCompany by the allotment of further shares, then subject to any directions to the contrary which may begiven by the Company in General Meeting, the Board shall issue such shares in the manner set out inSection 81(1) of the Companies Act, 1956 (Act).

Pursuant to Section 81(1 A) of the Act, a public Company may offer its shares in any manner whatsoeverto persons other than those mentioned in Section 81(1) if a Special Resolution to that effect is passed byit in general meeting.

Pursuant to provisions of Section 81 (3) of the Act, subject to compliance with the provisions thereincontained, an increase in the subscribed capital of a public company caused by the exercise of an optionattached to debentures issued or loans raised by the Company to convert such debentures or loans intoshares in the Company, or to subscribe for shares in the Company does not attract the provisions of either

8


JAYANT AGRO - ORGANICS LTD. V/_

Section 81(1) or Section 81(1-A) of the Act.

The proposed resolution is only an enabling resolution and as and when the Board decides to issuefurther securities, the decision of the Board will be intimated to the Shareholders, well in advance.

The Directors who are the shareholders are deemed to be interested or concerned in this Resolution tothe extent of shares/debentures (convertible or otherwise) or such other instruments that would be of-fered to them as Rights or otherwise in terms of this Resolution.

Accordingly your Directors recommend these Resolutions for your approval.

Regd. Office:Akhandanand,38, Marol Co.op.lndl.Estate,Off M.V. Road.Sakinaka,Andheri (East)Mumbai - 400059.Place : Mumbai.Date : 28th June, 2005.

By Order of the BoardFor JAYANT AGRO ORGANICS LTD.

G.K.ShastriCompany Secretary

ANNEXURE

DIRECTORS RE-APPOINTMENTS

Details of Directors seeking re-appointment at the ensuing Annual General Meeting.

Name of Director

Date of BirthDate ofAppointment

SpecialisedExpertise

Qualifications

Directorship inother companiesincorparated inIndia.

Mr.VithaldasG.Udeshi20.04.193107.05. 1992 asDirector /Chairman

Experience overfive decadesin manufactureand export ofCastor Oil andCastor OilDerivatives

B.Sc. from St.Xavier College,

Bombay University

Ihsedu AgrochemP. Ltd., JayantFinvest Ltd.,Gokulmani RealEstate Dev.P. Ltd.

Mr.SudhirV.Udeshi13.10.195101 .06.2002Director andWholetimeDirector

Specialised inPlant Engineeringrelated to Oil andOleo Chemicalmanufacturing.

B.Tech (ChemicalEngg.) I.I.T.,Kanpur,

M.S. , M. Phil(USA )in Chemical Engg.

Varun Leasing &Fin. P. Ltd., EnliteChemical Ind. Ltd.,Gokulmani Real

Mr.AbhayV.Udeshi18.06.196001 .06.2002Director andWholetimeDirector

Marketing andSales of CastorOil and itsderivatives

B.E. (ChemicalEngineering) with |

1 St Class DistinctionFrom M.S.University,Baroda.

Varun Leasing &Fin. P.Ltd., EnliteChemical Ind. Ltd.,

Estate Dev.P. Ltd. !

Dr.SubhashV.Udeshi13.12.1961 ~01.06.2002Director andWholetimeDirector

Research andDevelopment ofnew products andprocess forCastor based,OleochemicalsDeveloped QCmethods forvarious products.

B.Tech(ChemicalEngineering), I. I.T..Mumbai, Ph.D.(Chem. Engg.)Rugters University,New Jersey, USA.Enlite ChemicalInd. Ltd., Innova-tive Micro SystemP.Ltd.,



DIRECTORS' REPORT

Your Directors are pleased to present the Thirteenth Annual Report along with the Audited Statement ofAccounts and Auditors' Report for the year ended 31st March, 2005.

FINANCIAL RESULTS

(Rs. in lacs)

Gross Profit(before interest, depreciation, extraordinaryitem and tax)Less : Interest:

DepreciationProfit before Tax & Extraordinary Item

Less : Provision for Taxation :CurrentDeferred Tax (Asset)Wealth Tax Paid

Profit after Tax before Extraordinary ItemLess : Extraordinary ItemAdd : Surplus brought forward

Appropriations:Proposed Dividend (Equity)Proposed Dividend (Preference)Dividend Distribution TaxTransfer to General ReserveBalance in Profit & Loss Account

Year endedMarch 31, 2005

999.92

293.57113.18593.17

50.656.110.30

548.33208.46

1.222.141.562.00

150.0021.0023.9835.00

1.332.021.562.00


388.70

192.33106.3690.01

—22.26

0.21112.0626.78

1160.551,245.83

21.002.69—

1222.141245.83

DIVIDEND :

The Board has recommended a dividend @ 7% on the Preference Share capital amounting to Rs.21 lacsand @ 50% on the Equity Share Capital, amounting to Rs.150 lacs and the total outgo, including dividenddistribution tax, will be Rs. 194.98 lacs.

BUSINESS PERFORMANCE:

Your Company has achieved sales of Castor Oil and Derivatives of Rs.39,155.16 lacs against the sales ofRs.25,398.98 lacs during the previous year. Further, your Company has also achieved a turnover ofRs.20249.86 lacs of diamonds and others, during the year. Thus, the aggregate sales as at 31st March,2005 was of Rs.59,405.02 lacs.

Sales excluding the new division of diamond and others during the year have increased by 54.16%,

10


JAYANT AGRO - ORGANICS LTD. < %j

indicating the Company's increased market share in castor oil industry and due to the company's forayinto diamond exports, the profit after tax before extraordinary iterm has gone up by 298%, as a result ofintroduction of new value added castor oil derivatives, and also partly due to backward integration projectimplemented through the Company's 100% subsidiary, and the subsidiary's full year working has resultedin sales and services turnover of Rs.8178.95 lacs and profit after tax was Rs.307.70 lacs.

BUSINESS PROSPECTS:

The efforts of the Company in manufacturing and marketing more castor oil derivatives as well as castoroil, continue to meet with encouraging response from the market. The thrust of the Company in thecoming year remains in introducing more derivatives both to the national and international markets. TheCompany is expanding its production capacity of its value added products at its EOU Unit by 25% and itsproduction of derivatives for the paint, inks and adhesive industry in the Domestic Tariff area by 100% ata project cost of Rs.100 million. The expansion in the Domestic Tariff Unit is at an advanced stage and isexpected to commence production in the second quarter of the Current Year. The Company's 100%subsidiary has tied up funds for expansion of its crushing capacity by 50% at its unit at Palanpur, Barringunforeseen circumstances, the Company expects to show an improvement in the profit in the currentyear.

SAFETY AND ENVIRONMENT

Your Company has declared the Safety Health and Environment Policy and continued their commitmentstowards safety and environment. The Committees formed have continued to educate and motivate theemployees on various aspects on Safety and Environment through training programmes and seminars.National Safety Day on 13-03-2005, Safety Week from 06-03-2005 to 11-03-2005, and Fire Day on 14-04-2004 were observed and various programmes and competitions were held.

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also ofNandesari Environment Control Ltd., for disposal of Solid Waste. The Company is continuously monitor-ing its waste to ensure adherence to pollution control norms.

DIRECTORSIn accordance with the provisions of the Article 156 of the Articles of Association of the Company, Mr.Vithaldas G. Udeshi and Mr. Sudhir V. Udeshi are retiring by rotation and being eligible offer themselvesfor re-appointment.

RE-APPOINTMENT OF WHOLETIME DIRECTORS :

The Board has recommended the re-appointment of Mr.Sudhir V. Udeshi, Mr. Abhay V. Udeshi andDr.Subhash V. Udeshi, as Wholetime Directors, for further period of 5 years, with effect from 1st June,2005.

SUBSIDIARY COMPANY :

The Audited Statement of Accounts, the Directors and Auditors Reports of the Subsidiary Company forthe year ended 31st March, 2005, along with the Report of the Board of Directors, required pursuant toSection 212 of the Companies Act, 1956, are annexed.

CONSOLIDATED FINANCIAL STATEMENTS :

The Consolidated Financial Statements of the Company prepared in accordance with the AccountingStandard 21 are attached.

RE-APPOINTMENT OF AUDITORS :

The Members are requested to re-appoint M/s. Ostwal, Desai & Kothari (Read.), the retiring auditors ofthe Company and to authorise the Board of Directors/Audit Committee to fix their remuneration. Theretiring Auditors have furnished a certificate of their eligibility for re-appointment pursuant to Section 224(1B) of the Companies Act, 1956.

11


JAYANT AGRQ - ORGANICS LTD.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING ANDOUTGO :

The particulars required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies(Disclosure of particulars in the Report of the Board of Directors) Rules, 1 988 are annexed to this Reportas Annexure "A".

CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreements with the Stock Exchanges, a separate section on CorporateGovernance followed by the Company together with a certificate from the Auditors confirming complianceis set out in the Annexure forming part of this Report.

EXPORTERS GOLD CARD :

The Company has been accorded Exporters Gold Card No.GC:085 dtd. 13-6-2005 in accordance with theprovisions of the scheme of Reserve Bank of India, by the Central Bank of India, which is valid for threeyears from 13th June, 2005.

DIRECTORS' RESPONSIBILITY STATEMENT :

It is hereby confirmed, pursuant to Section 217 (2AA) of the Companies Act 1956 :-

i) that in the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departure.

ii) that the Directors had selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2005, and of the profit of the Company for thesaid period.

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate account-ing records in accordance with the provisions of the Companies Act 1 956 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis.

PERSONNEL

No employee of the Company is in receipt of remuneration in excess of the sum prescribed under Section217 (2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules, 1975. Therelations with the employees continued to be cordial during the year.

ACKNOWLEDGEMENTS :

Your Directors wish to place on record their sincere appreciation for the whole hearted support extendedby the Central Bank of India, State Bank of India, ICICI Bank and State Bank of Indore. Authorities ofGovernment such as Ministry of Commerce and the Development Commissioner of Kandla Free TradeZone, State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board,Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli Panchayat.

For and on behalf of the Board

Place : Mumbai, VITHALDAS G. UDESHIDate : 28th June, 2005. CHAIRMAN

12


JAYANT AGRQ - ORGANICS LTD. !

ANNEXURE "A" TO DIRECTORS' REPORT

Statement of particulars under Companies (Disclosure of Particulars) in the Report of Board of DirectorsRules 1988.

A CONSERVATION OF ENERGY

Energy conservation measures taken:-

a/ Installation of Electric Timers for plant and street lighting to save power consumption.b) Measures taken to install and monitor adequate number of capacitors to maintain power factor.c) Efficient condensate recovery system has continuously resulted in fuel and water saving.d) Using Cooling Water treatment chemicals for better productivity due to improved heat transfer.e) Maximum utilisation of machineries by way of better production planning.f) Minimising idle running of equipment like Air Conditioners, Pumps, Lights etc.g) Keeping existing machineries in good and working condition by preventive measures.h) Continuation and increasing scale of measures taken in earlier years.i) New Boiler and thermic fluid heaters are being installed based on renewable energy resources, thus

conserving fuel.

FORM 'A'a Power & Fuel consumption 2004-2005 2003-2004

1 (i) ElectricityPurchased Units (KWH) 3491.952 3402.05

Total Amount (Rs.in Lacs) 162.05 153.59Rate/Unit Rs.) 4.64 4.51

(ii) Own generationThrough Diesel Generator: 24.528 28.86Unit (KWH in '000) 9.593 9.76Unit per Ltr of Diesel OilCost/unit 13.78 8.77

2 Furnace OilQuantity (KGS) 1905.602 2014.70Total Amount (Rs. in Lacs) 220.39 235.65Rate/Unit (Rs.) 11.57 11.70

b Consumption per unit of productionElectricity (KWH/MT) 60.08 57.85Furnace Oil (LTR/MT) 32.56 33.97

B TECHNOLOGY ABSORPTIONDetails of efforts made in technology absorption are given out as per Form B

FORM "B"a Research & Development (R & D)(i) The Company has its own Research and Development Department which facilitates new

improvement in efficiency and upgradation of the quality,(ii) To maintain leadership position in Castor industry.b Technology Absorption, Adoption and Innovation

Details of Technology imported during the past five years : NILa) Technology imported : Know-how for manufacture of 12-Hydroxy

Stearic Acid

13



b) Year of Import : 1995-96c) Has the technology been fully absorbed : Yes

(iii) Expenditure on R & D Rs. in Lacs.2004-2005

(a) Capital 4.07(b) Recurring (Gross) 11.11(c) Total 15.18(d) Total R & D Expenditure as 0.03

percentage of total turnover.

C FOREIGN EXCHANGE EARNING AND OUTGO :i) The Company is a 100% Export Oriented Unit,ii) Earning and Outgo.

Details of Foreign Exchange outgo on account of imports, technical know-how , royalty and earningsetc., are shown in notes 10.1, 10.J, 10.K and 10.L respectively of notes to accounts, schedule 12.Members are requested to refer to these notes.


Place : Mumbai. VITHALDAS G. UDESHIDate : 28th June 2005. CHAIRMAN

14


JAYANT AGRO - ORGANICS LTD. <

MANAGEMENT'S DISCUSSION AND ANALYSIS

( a) Industry Structure and Developments.

India ranks as the largest source of Castor Seeds in the world, accounting for nearly 75% of the world'scrop. About 90% of the world demand for Castor Oil and derivatives is met by India.

The availability and pricing of castor seeds continues to be governed amongst most other things by therainfall received in the castor growing areas comprising mainly of Gujarat and Andhra Pradesh, and inaddition, during the year, the castor crop is being grown in new regions. Rainfall was normal in the castorgrowing regions. In the beginning of season, the prices of castor seeds were going up due to expectedoverseas higher demand on account of unsatisfactory rainfall in the traditionally castor growing overseascountries. However, on account of good rainfall in India and availability of enough stock, the prices ofcastor seed started showing slowly downward trend.

(b ) Opportunities & Threats.

The Indian economy continues to do well, and sectors like services, automobiles, infractructure andhousing favourably impact paint business since castor oil is used in manufacturing paints, adhesives,lubricating, etc. The Company has set up in-house Research and Development Department and R&Dexpenditure incurred is Rs.15.18 lacs. This will enable the Company to improve the quality of existingrange of products, cost reduction, development of new products and export promotion. In-house Re-search and Development will help upgradation of existing products, introduction of new products, im-provement in manufacturing process, product cost and export promotion.

The products are being used by in Cosmetics, Perfumeries, Plastics and Rubbers, Lubrication, TextileChemicals, Paper, Paints, Inks and Adhesives, Pharmaceuticals, Food and Electrical, Electronics andTelecommunication etc. So, potential for growth is virtually boundless.

Castor seeds continues to be a volatile raw material in terms of its price. Being an agricultural product, itdepends on the rainfall in the country, though it is a sturdy crop.

(c » Segment.

The Company is organised into two main primary business segments - Castor Oil and Derivatives, basedon customers, different risks and returns and the internal financial reporting systems, and third segmentis of diamonds and others.

( d ) Outlook.

The Company's efforts made during the year to overcome severe competition had yielded favourableresults as sales turnover has increased by 54.16%, of castor oils and its derivatives, as compared toprevious year. The Company also plans to introduce new products to give a fillip to the sales and profits ofthe Company and also to overcome competitive environment.

The Company has achieved more than 54.16 % increase in sales turnover during the year 2004-2005.The Company remains focused on increasing its market share in the overall castor oil business. TheCompany has undertaken backward-integration by putting up manufacturing facilities by crushing of cas-tor seeds through its 100% subsidiary, Ihsedu Agrochem Pvt. Ltd., which has commenced commercialproduction from January 2004 and has undertaken further expansion programme.

( e ) Risks and Concerns.

The Company's products are used in variety of industries, thereby to a great extent, mitigating the risksassociated with demand for its products on a long term basis. The price behaviour of raw material de-pends on monsoon which continues to be of concern. The Company is closely watching the developmentof monsoon as also castor seed sowing. So far the monsoon is favourable and according to meteorologi-cal department, the monsoon during this year expected to be normal.

15



Despite good overseas demand the erractic buying patterns from overseas markets and the threat ofcompetition continue to be of concern.

The Company is focussed its efforts on marketing and introducing value added new products therebymitigating the risk arising out of volatility in the prices of Castor Oil.

(f) Foreign Exchange.

The appreciation of Rupee against Dollar continues to put pressure on the margins of the castor oilbusiness which is operating under high competitive environment. The Company continues to take stepsto cover foreign exchange to mitigate the risks of appreciation of Rupee against the Dollar.

(g) Internal Control and its adequacy.

The Company's Internal Control Department is headed by an experienced and qualified Executive andthe Department regularly reviews business process and controls in consultation with the Statutory Audi-tors and also interacts with the Audit Committee of the Company. Internal Control system adopted by theCompany effectively ensures that all assets are safeguarded and protected against any loss fromunauthorised use.

( h ) Financial / Operational Performance.

The Company's Financial Performance & Analysis :

(Rupees In lacs)Particulars 2004-2005 2003-2004

Sales turnover of castor oil & derivatives 39,155.16 25,398.98Sales turnover of diamonds & others 20,249.86P BI D T before extraordinary items 593.18 90.01Interest 293.57 192.33Profit after interest 706.35 196.37Depreciation 113.18 106.36Provision for taxation - Current Tax 50.65

-Deferred Tax (6.11) (22.26)Net Profit before tax and extraordinary Items. 593.18 90.01Net Profit after interest & extraordinary Items. 384.72 63.23

(i) Human Resources / Industrial Relations.

Industrial Relations have continued to be harmonious through out the year. Measures for safety of em-ployees training, welfare and development continued to receive top priorities.

(j) Cautionary Statement.

Statements in this "Management's Discussion and Analysis" describing the Company's objectives, pro-jections, estimates, expectations or predictions may be "forward looking statements" within the meaningof applicable securities, laws and regulations. Actual results could differ materially from those expressedor implied. Important factors that could make the difference to the Company's operations include globaland Indian demand and supply conditions and finished goods prices, changes in government regulations,tax regimes, economic developments within India and the countries within which the Company conductsbusiness and other factors such as litigation, etc.

16



CORPORATE GOVERNANCE

I. MANDATORY REQUIREMENTS

1. COMPANY'S PHILOSOPHY :

The Company is a 100% Export Oriented Unit and its philosophy of Corporate Governance is to provideproducts and services of international standards which best satisfy the needs of our customers and indoing so, to bring about prosperity to our Organisation, its Investors and the Country at large. The Com-pany is an Awardee of ISO 9001-2000 Certification. The Company's obligation to the investors is amplyreflected in unbroken record of continuous payment of dividend from the commencement of commercialproduction since 1993-94.

2. BOARD OF DIRECTORS :

The Board of Directors comprises of Executive and Non-Executive Directors, who are well experienced intheir respective fields. The composition of and attendance at the Board / Committee Meetings and at theAnnual General Meeting during the year were as under:

SrNo.

1.

2.

3.

4.

Names ofDirectors

Mr.VithaldasG.Udeshi -ChairmanMr.HemantV.Udeshi-ManagingDirectorMr.GordhandasH. Mulani

Mr. Sudhir V.Udeshi

5. Mr.Abhay V.Udeshi

6. Dr.Subhash, V.Udeshi

7. Mr.Jayasinh V.Mariwala.

Executive/Non-Executive/Independent

Non-Executive

Executive

Non-Executive

Executive

Executive.

Executive

Non —Executive/Independent

No.ofBoard /Comm.Meetingsattended

BD/CT

8 4

3

6 4

6

7

6

4 3

LastAGMAttended(Yes/No.)

Yes

Yes

Yes

Yes

Yes

Yes

No

No.ofOutsideDirector-ship(s) heldIn otherPublicCompanies

Member ofCommiteein otherPublicCompanies

17


JA\MT AGRO - ORGANICS LTD.

1. There is no nominee or institutional Director.2. Efforts are being made to appoint suitable Independent Directors.

During the year under report, 8 Board Meetings were held on 07.04.2004, 11.05.2004, 21.06.2004,29.07.2004, 28.10.2004 , 21.12.2004, 28.01.2005 and 29.03.2005.

3. AUDIT COMMITTEE :

Audit Committee was constituted on 27.10.2001. The Audit Committee Meetings were held on 21.06.2004,27.07.2004, 28.10.2004 and 28.01.2005. The Audit Committee comprises of:

(a) Mr. J. V. Mariwala - C.A. - Chairman - Non-Executive - IndependentDirector

(b) Mr. V. G. Udeshi - Member - Non-Executive.(c) Mr. G. H. Mulani - Member - Non-Executive.

The number of meetings attended by Mr. J.V. Mariwala, Mr. V.G.Udeshi and Mr. G.H.Mulani were 3, 4 and4 respectively.

The Finance Director and Statutory Auditor are regular invitees to the meetings of the Audit Committee.The Company Secretary acts as Secretary to the Committee.

The Board of Directors note the minutes of the Audit Committee meetings at the Board Meetings.

The terms of reference of the Audit Committee cover the matters as specified under Clause 49 of theListing Agreement and also as required under Section 292-A of the Companies Act, 1956.

4. REMUNERATION COMMITTEE :

Non-Executive Directors were paid Sitting fees of Rs.2,500/- per sitting of Board / Committee as approvedby the Board which was within the limit as prescribed under the Companies Act 1956, the details of whichare :-

Mr.Vithaldas G.Udeshi - Rs.30,000/- ; Mr.G.H.Mulani - Rs.25,000/- and Mr. J. V. Mariwala - Rs.17,5007-.

Executive Directors' remuneration is fixed on the recommendation of the Remuneration Committee, dulyapproved by the Board and the Shareholders, pursuant to the provisions of the Companies Act, 1956.The remuneration policy of the Company is to remain competitive in the Industry to attract and retaintalent and appropriately reward employees on their contribution and within the limit as prescribed underthe Companies Act, 1956.

Executive Directors

1. Mr. Hemant V. Udeshi,M.D.2. Mr. Sudhir V. Udeshi3. Mr. Abhay V. Udeshi4. Dr. Subhash V. Udeshi

Remuneration during 2004-2005.RemunerationPackage

Please see note (a)- do -- do -- do -

Service contract,and notice period,severence fee.Please see note (b)

- do -- do -- do -

Stock optiondetails, if any.

Please see note (c)- do -

[_ - do -- do -

18



NOTES: (a) Details as per Note 4a of Schedule 12 to the Accounts.(b) The appointment is subject to termination by 6 months notice, in writing, on either side or as

agreed mutually. The Agreement with the Managing Director is for a period of 3 years from1st July, 2003.The Agreements with other 3 Executive Directors are for a period of 5 yearsfrom 1st June, 2005. No severence fee payable to any Executive Director, including M.D.

(c) The Company does not have any Scheme for grant of stock options to its Directors orEmployees.

The Remuneration Committee members are :

(a) Mr. J. V. Mariwala - (Chairman) - Non-Executive / Independent Director(b) Mr. V. G. Udeshi - Non-Executive.(c) Mr. G. H. Mulani - Non-Executive.

The terms of reference include the matters specified under Clause 49 of the Listing Agreement.

No sitting fees are paid to the Managing / Executive Directors, except the remuneration as approved bythe shareholders.

The independent Director - Mr. J.V.Mariwala does not have any pecuniary interest in the Company.

Since there was no change during the year, either in existing payment of sitting fees or payment ofremuneration as approved by the Shareholders at their meeting held on 30th July, 2003, no further Remu-neration Committee Meetings were held.

5. SHAREHOLDERS COMMITTEE :

SHARE TRANSFER AND INVESTORS / SHAREHOLDERS GRIEVANCE COMMITTEE:

The name of Non-Executive Director heading the Committee :-

Mr.Vithaldas G.Udeshi : Chairman

Name and designation of Compliance Officer : Mr.G.K.ShastriCompany Secretary

Details of complaints received in 2004-2005:-

(1) Number of shareholders complaints received(2) Number not solved to the satisfaction of shareholders(3) Number of pending complaints

40NILNIL

19



6. DETAILS OF GENERAL BODY MEETINGS FOR THE LAST THREE YEARS:( i ) Location and time, where last AGMs held :

(iii)

7.

( A )

( B )

8.

Year

2001-2002

2002-20032003-2004

Location

S.S.Hall,Garware Club HouseWankhade Stadium, "D" RoadChurchgate, Mumbai-400 020.

-do--do-

Date

12.08.2002

30.07.200329.07.2004

Time

4.00 P.M.

4.00P.M.

Whether any Special Resolutions were passed in previous 3 AGMs :In 2002 and 2003 Yes, but in 2004, No.

No Special Resolution was passed last year through Postal ballot.

DISCLOSURES:

Disclosures on materially significant related party transactions i.e. transactions of the Company ofmaterial nature, with its Promoters, Directors or Management, their subsidiaries or relatives etc.,that may have potential conflict with the interest of the Company at large.

Necessary disclosures are made in Schedule 12, Item 6 to the Accounts.

Details of non-compliance by the Company, penalties, strictures imposed on the Company byStock Exchanges or SEBI or any statutory authority, on any matter related to capital market,during the last three years.

There was a delay of only 16 days and 6 days in complying with the transitional Regulations 6(2)and 6(4) of SEBI (SAST) Regulations 1997, respectively. The said Regulations came into force inApril 1997 and the Company had on its own complied with the said Regulations. The Companywas also submitting regularly similar particulars to the Stock Exchanges before the (SAST) cameinto force. After 6 years on compliance with the said Regulations, the SEBI's Adjudicating andEnquiry Officer imposed a penalty of Rs.50,000/- for the above delay, even though according tohis findings the delay was not a substantial one. The said Adjudicating and Enquiry Officer madea reference in his impugned order to a Regularisation Scheme, known as SEBI RegularisationScheme, 2002 to say that if the appellant had taken advantage of the Regularisation Scheme, theappellant would be levied with a penalty of Rs. 10,0007- in Regulations 6(2) and 6(4). The Securi-ties Appellate Tribunal, Mumbai made an observation that the Adjudicating Officer is obliged tofollow the discipline of Section 15 J while determining the quantum of penalty rather than anyRegularisation Scheme which was not before the said Tribunal. The Adjudicating Officer did nottake into consideration the factors as contained in section 15 J of the SEBI Act, while imposingpenalty of Rs.50,000/-. On appeal before the Securities Appellate Tribunal, the penalty was re-duced to Rs.15,000/-, which was paid on 26th July, 2004.

MEANS OF COMMUNICATION :

Quarterly / Half Yearly results being put on the Company's Website, and also released in theNews Papers, viz: the Business Standard, all editions / the Economic Times and Sakal (Marathi)

The Company's Website : www.jayantagro.com

20



9. GENERAL SHAREHOLDER INFORMATION :

(1)

(2)

(3)

(4)

(5)

(6)

(7)

AnnualMeetingDate and TimeVenue

General

Financial Calender(Tentative)Financial Year : From1st April to 31st March.

Book Closure date

Dividend payment date

Registered Office andaddress forcorrespondence.

Listing onExchanges

Stock

Note : Listing fees andcustody charges for theyear 2005-2006 havebeen paid.Demat ISIN Number inNSDLandCDSL :

13 Annual General Meeting

On 29-09-2005 at 4.00 P.M.S.S.Hall, Garware ClubHouse,Wankhede Stadium,'D'Road,Churchgate,Mumbai-400 020.Results for quarter ending30th June, 30th September 2004,and 31st December, 2005

Results for year ending31st March, 2006.Annual General Meetingfor the year ended of 31st March,2006

Will be in the lastweek of July 2005,October,2005, andJanuary 2006.Last week of April2006.End of Sept. 2006.

27-09-2005 to 29-09-2005

On or after 6th October 2005

Akhandanand38, Marol Co-op. Indl.Estate, OffM.V.Road, Sakinaka, Andheri(East)Mumbai - 400 059.The Stock Exchange, Mumbai -Equity Code No.24330.

Preference Code 700083.National Stock Exchange of

India Ltd., Mumbai.Equity CodeNo.JAYAGROGN EQ, andPreference Code :JAYAGROGN

1) ISIN No.INE785AO1026 forEquity.

2) ISIN No. INE 785A04012for Preference.

21


JAWJT AGRO - ORGANICS LTD. •ir(8). Share transfer systemPhysical: Share transfer in physical form are presently registered and returned within a periodof 30 days from the date of lodgement, in case the documents are complete in all respects. TheShare Transfer Committee meets on fortnightly basis.

Demat : Trading in shares has been compulsory in dematerialised form by all Investors witheffect from 24th July, 2000. So far, 93.12 % of Equity and 92.78% of Preference Shares of yourCompany's shares have been dematerialised.

The details of shares transferred during the year, physical and demat mode are as under:Physical Demat

1. No. of Shares for transfer received 10,400 75,5262. No. of Shares accepted 7,100 29,2003. No. of Shares rejected 3,300 46,326

10. Stock Market Data from 1st April, 2004 to 31st March, 2005.

Month

Apr-04May-04Jun-04Jul-04

Aug-04Sep-04Oct-04Nov-04Dec-04Jan-05Feb-05Mar-05

(BSE) (inRs.)High56.9052.0044.9543.8561.5062.4068.50116.80100.00119.05160.00159.95

Low50.5038.6534.0037.9045.5550.6053.0055.8087.0081.00107.00124.00

(NSE)High55.0052.0042.7042.9064.7561.8070.75125.00103.00117.65160.00157.00

(in Rs.)Low

50.5538.1534.2036.10

I 45.00h 54.00

55.0555.5587.1083.00104.10123.05

SENSEX

5979.255772.645012.525200.855269.225638.795803.826248.436617.156696.316721.086954.86

Stock Performance of the Company in comparison to BSE SENSEX

190.00170.00

a>150.00£130.00110.00< 90.00

70.0050.0030.00

5979 5773

7500.007000.00

6000.005500.00

j 5000.00I 4500.00I 4000.00I 3500.00( 3000.00\ 2500.00I 2000.00

SB>JSEX

22


JA\MT AGRO - ORGANICS LTD.

11. Distribution of Shareholdings as on 31st March, 2005.

No.of EquityShares held1-500501-10001001-20002001-30003001-40004001-50005001-1000010001 and aboveTotal

No. of Share-holders

22452301283220183440

2747

% of Share-holders

81.738.374.661.160.730.651.241.46

100.00

No. of Sharesheld

3,99,7731,87,3452,01,544

80,66670,37983,732

2,62,91447,13,64760,00,000

% Share-holding

6.663.12

L 3.361.351.171.404.38

78.56100.00

12. Share Transfer Agents

16

M/s Sharepro Services (I) Pvt. Ltd.Satam Industrial Estate,Above Bank of Baroda,Cardinal Garcious Road,Chakala, Andheri (E)Mumbai 400 099. Tel: 28215168

Fax : 28375646

13. Categories of Shareholdings as on 31st March, 2005.

Category

Promoters / AssociatesPrivate Corporate BodiesN R IMutual Funds

Indian PublicTotal

No. of SharesHeld

44,27,9042,89,294

13,9313,600

12,65,27160,00,000

% of Sharesheld

, 73.80

i_ 4-82

0.230.06

21.09100.00

14 Details on use of public funds obtained in the last three years: No funds have beenraised from public in the last three years.

15 GDRs / HDRs / Warrant etc. : The Company did not issue any GDRs / HDRs / Warrants or anyconvertible instruments.

Plant location : Plot No.602 Behind G.A.C.L.Post Petrochemicals,Dist. Vadodra 391 346, Gujarat.

II NON-MANDATORY REQUIREMENTS :

The following non-mandatory requirements recommended under Clause 49 of the Listing Agreement,have been implemented.

23



(1) Remuneration Committee :

A Remuneration Committee, comprising three non-executive Directors, has been functioningfor review and decision on remuneration of Executive Directors of the Company. The Chairmanof the Committee is an independent Director of the Company.

(2) Unaudited Financial Results of the Company as published in the news papers are made avail-able to the members on request.

On Behalf of the Board

Place : Mumbai. VITHALDAS G. UDESHIDate : 28th June, 2005. CHAIRMAN

Compliance CertificateThe Members,Jayant Agro Organics Ltd.,Akandanand, 38, Marol Co-Op Indl. Estate,Off M.V. Road, Saki Naka, Andheri (East),Mumbai 400 059.

We have examined the Compliance of conditions of Corporate Governance by Jayant Agro OrganicsLimited for the year ended on 31st March, 2005, as stipulated in Clause 49 of the Listing Agreement of thesaid Company with Stock Exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Ourexamination was limited to procedures and implementation thereof, adopted by the Company for ensur-ing the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expressionof opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certifythat the Company has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement, except that the number of independent directors in the Board of Directorsof the Company for the year was lower than two, being the minimum number as required under the subclause 1(A) of clause 49 of the Listing Agreement.

We state that no investor grievance(s) is/are pending for a period exceeding for one month against theCompany 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 Companynor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For and on behalf ofOstwal Desai & KothariChartered Accountants

T.P. OstwalPlace : Mumbai (Partner)Dated : 28th June, 2005. M.No.30848

24


JAYANT AGRO - ORGAN1CS LTD.

AUDITORS' REPORT

ToThe Members ofJAYANT AGRO-ORGANICS LIMITED

We have audited the attached Balance Sheet ofJAYANT AGRO-ORGANICS LIMITED as at 31stMarch 2005 and also the Profit & Loss Account andthe Cash Flow Statement for the year ended onthat date annexed thereto. These financial state-ments are the responsibility of the company's man-agement. Our responsibility is to express an opin-ion on these financial statements based on our au-dit.

1. We conducted our audit in accordance with Au-diting Standards generally accepted in India. ThoseStandards require that we plan and perform theaudit to obtain reasonable assurance about whetherthe financial statements are free of material mis-statement. An audit includes examining, on a testbasis, evidence supporting the amounts and dis-closures in the financial statements. An audit alsoincludes assessing the accounting principles usedand significant estimates made by management,as well as evaluating the overall financial statementpresentation. We believe that our audit provides areasonable basis for our opinion.

2. As required by the Companies (Auditor's Report)Order, 2003, issued by the Central Government ofIndia in terms of sub-section (4A) of section 227 ofthe Companies Act, 1956, we annex hereto a state-ment on the matters specified in paragraph 4 and 5of the said order.

3. Further to our comments in the annexure referredto in paragraph (2) above,

a. we have obtained all the information and expla-nations which to the best of our knowledge andbelief were necessary for the purpose of our audit;

b. in our opinion, the Company has kept properbooks of account as required by Law, so far, asappears from our examination of the books;

c. the Balance Sheet, Profit and Loss Account andCash Flow Statement dealt with by this report arein agreement with those books of account;

d. in our opinion, the Balance Sheet, Profit and LossAccount and Cash Flow Statement dealt with bythis report comply with the Accounting Standardsreferred to in sub-section (3C) of the section 211 of

the Companies Act, 1956.

e. on the basis of the written representations re-ceived from the directors of the company, taken onrecord by the Board of Directors, we report that noneof the directors is disqualified as on 31st March, 2005from being appointed as a director in terms of clause(g) of sub-section (1) of section 274 of the Compa-nies Act, 1956.

f. in our opinion and to the best of our informationand according to the explanations given to us, thesaid accounts read with the notes thereon, give theinformation required by the Companies Act, 1956,in the manner so required and give a true and fairview in conformity with the accounting principlesgenerally accepted in India:

(i) in the case of Balance Sheet, of the state ofaffairs of the Company as at 31st March, 2005

(ii) in the case of the Profit and Loss Account, ofthe Profit for the year ended on that date and

(iii) in the case of the Cash Flow Statement of thecash flows for the year ended on that date.

For and on behalf ofOSTWAL DESAI & KOTHARI

CHARTERED ACCOUNTANTS

MUMBAIDATED : 28th June 2005

T.P. OSTWAL(PARTNER)M.No 30848

ANNEXURE TO THE AUDITORS' REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 2OF OUR REPORT OF EVEN DATE ON THE FI-NANCIAL STATEMENTS FOR THE YEAR ENDED31ST MARCH, 2005 OF JAYANT AGRO ORGAN-ICS LIMITED

On the basis of such checks as we considered ap-propriate and in terms of the information and ex-planations given to us, we state that:-

(i) (a) The Company has generally maintainedproper records showing particulars, including quan-titative details and situation of fixed assets;

25


JAiANT AGRO - ORGANICS LTD.

<b) As explained to us.physical verification ofmajor portion of fixed assets as at 31st March 2005was conducted by the management in a phasedmanner during the year. In our opinion, the fre-quency of physical verification is reasonable. Hav-ing regard to the size of operation of the Companyand on the basis of explanations received, in ouropinion.the net difference found on physical verifi-cation were not significant.

! c) The Company has not disposed off any sub-stantial part of its fixed assets so as to affect itsgoing concern.

it (a) As explained to us, inventories have beenphysically verified during the year by themanagement,and also inventories lying with thirdparties,stock confirmation certificate have beenreceived in respect of stock held during the year orat the year end.

(b) In our opinion and according to the infor-mation and explanations given to us, The proce-dures of physical verification of stocks followed bythe management is reasonable and adequate inrelation to the size of the Company and the natureof its business;

(c) On the basis of our examination of the in-ventory records of the Company, we are of theopinion that, the Company is maintaining properrecords of its inventory. The discrepancies noticedon verification between the physical stocks and thebook records, which were not material have beenproperly dealt with in the books of account;

ih. According to the information and explana-tions given to us, the Company has neither takennor granted any loan, secured or unsecured, from/ to companies, firms or other parties listed in theregister maintained under Section 301 of the Com-panies Act, 1956. Accordingly sub clause (b),(c) and(d) are not applicable.

iv. In our opinion and according to the infor-mation and explanations given to us, there are gen-erally adequate internal control procedures com-mensurate with the size of the Company and thenature of its business with regard to purchase ofinventory, fixed assets and with regard to the saleof goods and services. The Company's operationdo not give rise to sale of services. During thecourse of our audit, we have not observed any con-

tinuing failure to correct major weakness in internalcontrols.

v. (a) To the best of our knowledge and belief ac-cording to the information and explanations givento us, we are of the opinion that, the transactionsthat need to be entered in the register maintainedunder Section 301 of the Companies Act, 1956, havebeen so entered;

(b) In our opinion and according to the informationand explanations given to us, the transactions madein pursuance of contracts or arrangements enteredin the register maintained under Section 301 ofthe Companies Act, 1956 exceeding the value ofRupees five lacs in respect of any party during theyear have been made at prices which, are reason-able having regard to prevailing market prices atthe relevant time where such market prices are avail-able.

vi. In our opinion and according to the informationand explanations given to us,the Company has notaccepted any deposits during the year.

vii In our opinion, the company has an internalaudit system commensurate with the size and thenature of it business.

viii The Central Government has not prescribedthe maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 (1 of 1956), hencethe question of maintaining them does not arise.

ix In respect of Statutory dues:

a. According to the records of the Company, un-disputed statutory dues including Provident Fund,Investor Education and Protection Fund, Employ-ees State Insurance, Income Tax, Sales Tax, WealthTax, Custom Duty, Excise Duty, Service Tax, Cessand other Statutory dues have been generally regu-larly deposited with the appropriate authorities. Ac-cording to the information and explanations givento us, no undisputed amounts payable in respect ofthe aforesaid dues were outstanding as at 31st

March, 2005 for a period more than six months fromthe date on which becoming payable.

b. The disputed statutory dues aggregating to Rs556.73 lakhs that have not been deposited onaccount of matters pending before appropriate au-thorities are as under:

26



Name oftheStatue

CentralExciseAct, 1944

Nature ofDues

Excise Duty

Excise Duty

Excise Duty

Excise Duty

Forum whereDispute ispending

Commissioner ofCentral Excise

CEGAT

CESTAT

CESTAT

Period towhich Amountrelates

2002

1995-2000

1997-2001

2000

Amount Rs jLacs :

7.44

77.75

461.90ij

9.64 !

x The Company does not have accumulatedlosses. The company has not incurred cash lossesduring the financial year covered by our report andin the immediately preceding financial year.

xi In our opinion and according to the informationand explanations given to us, the company has notdefaulted in repayment of dues to financial institu-tions and banks.

xii In our opinion and according to the informationand explanations given to us, the Company hasnot granted any loans or advances on the basis ofsecurity by way of pledge of shares, debentures orany other securities;

xiii In our opinion, the Company is not a chit fundor a nidhi/mutual benefit fund/society. Thereforeclause 4(xiii) of the Companies (Auditor's Report)Order 2003 is not applicable to the Company.

xiv In our opinion and according to the informationand explanations given to us, the Company is notdealing in or trading in shares, securities, deben-tures, and other investments. Accordingly, the pro-visions of clause 4(xiv) of the Companies (AuditorsReport) Order, 2003 are not applicable to the Com-pany.

xy According to the information and explanationsgiven to us, and the representations made by themanagement, the terms and condition on which theCompany has given corporate guarantee for loanstaken by others from any bank or financial institu-tions are not prejudicial to the interest of the Com-pany

xvi The Company has not obtained any term loansduring the year.

xvii. In our opinion and according to the informa-tion and explanations given to us, and on an over-all examination of the Balance Sheet of the Com-pany, we report that no funds raised on a short term

basis which have been used for long term invest-ment.

xviii According to the information and explana-tions given to us, the Company has not made anypreferential allotment of shares to parties and com-panies covered in the register maintained underSection 301 of the Companies Act, 1956 during theyear.

xix in our opinion and according to the informationand explanations given to us, the Company hasnot issued any secured debentures during the year.Accordingly, the provisions of clause 4(xix) of theCompanies (Auditors Report) Order, 2003 are notapplicable to the Company.

xx During the period covered by our audit report.theCompany has not raised any money by public is-sues.

xxi According to the information and explanationsgiven to us, during the year, no fraud on or by theCompany, has been noticed or reported during thecourse of our audit, except as reported in note 3 ofschedule 12, a sum of Rs 20,846,402 net of recov-ery has been written off in the books of accounts,as an extraordinary item on account of misappro-priation of stocks by the processor.


Chartered Accountants

MumbaiDated : 28th June, 2005.

T.P.Ostwal(Partner)

M.N 30848

27



BALANCE SHEET AS AT 31 ST MARCH, 2005

SOURCES OF FUNDS SCHEDULESHAREHOLDERS' FUNDSShare Capital 1Reserves and Surplus 2

SECURED LOANS 3

DEFERRED TAX LIABILITY (Net)

TOTAL

APPLICATION OF FUNDSFIXED ASSETS 4Gross BlockLess : DepreciationNet BlockCapital Work in Progress

INVESTMENTS 5CURRENT ASSETS,LOANS AND ADVANCES 6InventoriesSundry DebtorsCash and Bank BalancesOther Current AssetsLoans and Advances

LESS : CURRENT LIABILITIES AND PROVISIONS 7Current LiabilitiesProvisions

NET CURRENT ASSETS

TOTAL

NOTES TO ACCOUNTS AND ACCOUNTING POLICIES 12

RUPEES

60,000,000327,354,020

547,539,598

2,102,736

936,996,354

235,356,16175.582,113

159,774,0484,741 ,655

164,515,703

55,750,000

527,547,3152,124,934,156

24,496,95924,028,997

151,261,242

2,852,268,669

2,104,991,92830,546,090

2,135,538,018

716,730,651

936,996,354

AS AT31.03.2004

RUPEES

60,000,000312,866,140

274,294,955

2,713,482

649,874,577

228,901,91664,575,174

164,326,742800,459

165,127,201

55,750,000

362,379,49795,151,38824,195,75511,477,84163,071 ,442

556,275,923

119,544,9887,733,559

127,278,547

428,997,376

649,874,577

AS PER OUR REPORT OF EVEN DATE

For and on behalf of

OSTWALDESAI & KOTHARIChartered Accountants


V. G. UDESHIChairman

S.V.UDESHIDirector

T.P.Ostwal(Partner)M.No.30848

Place: MumbaiDated : 28th June 2005

H.V.UDESHIManaging Director

G.K. SHASTRICompany Secretary

A.V UDESHIDirector

DR.S.V.UDESHIDirector

28



PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 ST

SCHEDULE RUPEES

INCOMESales 5,940,501,918Other Income 8 17,668,224Increase/ (Decrease) in Stocks 9 67,759,980

TOTAL

EXPENDITUREConsumption of Raw MaterialsPurchases of Finished GoodsPersonnel Costs 1 0Manufacturing and other Expenses 1 1InterestDepreciation

TOTAL

PROFIT BEFORE EXTRAORDINARY ITEM AND TAXATION

EXTRAORDINARY ITEM (Refer Note 3 of Schedule 12)

Less : Sales-Tax of earlier years (Net)

PROFIT BEFORE TAX

Provision for Taxation- Current Tax

- Deferred Tax

Wealth Tax

PROFIT AFTER TAXAdd : Balance in Profit & Loss Account brought forward

TOTAL

APPROPRIATIONSProposed Dividend:EquityPreferenceDividend Distribution Tax

Transfer to General ReserveBalance carried to Balance Sheet

EARNING PER EQUITY SHARE(Face value of Rs.5/- per Share - See note 7 )Basic and diluted earning per shareBasic and diluted earning per share after exceptional item

NOTES TO ACCOUNTS AND ACCOUNTING POLICIES 1 2

6,025,930,122

2,740,940,7422,694,789,778

27,270,962462,935,58729,357,36411,318,158

5,966,612,591

59,317,531

20,846,402

38,471,129

5,065,000

(610,746)

30,720

33,986,155122,214,632

156,200,787

15,000,0002,100,0002,398,2753,500,000

133,202,512

156,200,787

8.745.27

AS PER OUR REPORT OF EVEN DATEFor and on behalf of For andOSTWAL DESAI & KOTHARIChartered Accountants


T.P.Ostwal H.V.UDESHI(Partner) Managing Director

MARCH.2005

PREVIOUSYEARRUPEES

2,539,898,1974,280,438

29,462,851

2,573,641 ,486

2,107,955,043168,728,13822,497,555

235,590,18219,233,08810,636,354

2,564,640,360

9,001,126

2,678,598

6,322,528

(2,226,480)

20,900

8,528,108116,055,587

124,583,695

2,100,000269,063

122,214,632

124,583,695

1.471.03

on behalf of the Board

S.V.UDESHIDirector

A.V.UDESHIDirector

M.No.30848Place: MumbaiDated : 28th June 2005



29



Schedules annexed to and forming part of Accounts

SCHEDULE 1 : SHARE CAPITALAUTHORISED1 ,90,00,000 Equity Shares of Rs.5/- each60,00,000 7% Redeemable Preference Shares of Rs.5/- each

ISSUED60,00,000 Equity Shares of Rs.5/- each60,00,000 7% Redeemable Preference Shares of Rs.5/- each

(Redeemable at par, on or before 9th April, 2008)

SUBSCRIBED AND PAID UP60,00,000 Equity Shares of Rs.5/- each fully paid up60.00,000 7% Redeemable Preference Shares of Rs.5/- each fully paid up

RUPEES

95,000,00030,000,000

125,000,000

30,000,00030,000,000

60,000,000

30,000,00030,000,000

60,000,000

AS AT31.03.2004RUPEES

95,000,00030,000,000

125,000,000

30,000,00030,000,000

60,000,000

30,000,00030,000,000

60,000,000

Of the above:1 33,49,211 Equity Shares of Rs.5/ each and 33,49,211 7% Redeemable Preferene Shares of Rs. 5/-

each are held by holding company Jayant Finvest Private Limited.

2: 60,00,000 , 7% Redeemable Preference Shares of Rs. 5/- each were allotted in 2003-04 as fully paidup bonus shares by way of capitalisation of General Reserves.

SCHEDULE 2 : RESERVES AND SURPLUSGENERAL RESERVEBalance as per last Balance Sheet 190,651,508 225,000,000Add Transfer from Profit and Loss account 3,500,000

194,151,508 225,000,000

Less: 1) Capitalised by way of Issue of Bonus RedeemablePreference Shares 30,000,000

2) Deferred Tax Liability 4,348,492

194,151,508 190,651,508

BALANCE IN PROFIT AND LOSS ACCOUNT 133,202,512 122,214,632

TOTAL 327,354,020 312,866,140

SCHEDULE 3 : SECURED LOANSFrom BanksExport Credit 546,201,343 272,671,714

Other Loans 1,338,255 1,623,241

TOTAL 547,539,598 274,294,955

NoteExport Credit is secured by joint deed of hypothecation, on pari passu basis, of raw material,work- in-process finished goods, spares and receivables and personal guarantee of the Directors.Further, collat-erally secured by equitable mortgage charge on all present and future immovable properties comprisinginter alia machinery, equipments.plant andspares.

Other Loans are secured against hypothecation of Vehicles

(Instalments due within a year Rs 2,84,6121 P.Y Rs2,84,986/-)

30

SCHE

DULE

4: R

XED

ASS

ETS

PAR

TIC

ULA

RS

Free

hold

Lan

d

Leas

ehold

Lan

d

Build

ings

Plan

t & M

achi

nerie

s

Furn

iture

and

Fixt

ures

Vehi

cles

TOTA

L

Prev

ious

Yea

r

Cap

ital W

ork

in P

rogr

ess

GR

OSS

BLO

CKS

As A

t01

.04.

2004

Rup

ees

532,

272

10,1

26,7

77

36,5

48,9

62

167,

587,

147

7,00

8,96

0

7,09

7,79

8

228,

901,

916

214,

425,

553

Add

ition

sR

upee

s

789,

215

4,16

7,93

6

536,

200

1,32

9,49

0

6,82

2,84

1

14,4

76,3

63

Adj

ustm

ents

Rup

ees

368,

596

368,

596 -

As a

t31

.03.

05R

upee

s

532,

272

10,1

26,7

77

37,3

38,1

77

171,

755,

083

7,54

5,16

0

8,05

8,69

2

,_

235,

356,

161

228,

901,

916

DEPR

ECIA

TIO

NUp

to31

.03.

04R

upee

s

661,

295

6,07

7,80

5

55,2

32,7

65

799,

806

1,80

3,50

3

64,5

75,1

74

53,9

38,8

20

Adj

ustm

ent

311,

219

L

311,

219

-

For t

heYe

arR

upee

s

104,

742

856,

175

9,20

1,92

2

435,

800

719,

519

11,3

18,1

58

10,6

36,3

54

Up to

31.0

3.05

Rup

ees

766,

037

6,93

3,98

0

64,4

34,6

87

1,23

5,60

6

2,21

1,80

3

75,5

82,1

13

64,5

75,1

74

NET

BLO

CKAs

at

31.0

3.05

Rup

ees

532,

272

9,36

0,74

0

30,4

04,1

97

107,

320,

396

6,30

9,55

4

5,84

6,88

9

159,

774,

048

164,

326,

742

4,74

1,65

5

As a

t31

.03.

04R

upee

s

532,

272

9,46

5,48

2

30,4

71,1

57

112,

354,

382

6,20

9,15

4

5,29

4,29

5

164,

326,

742

800,

459

F*"l S3



SCHEDULE 5 : INVESTMENTSLong Term Investments (At cost) -Unquoted

TradeEquity SharesEnviro Infrastructure Co.Ltd.75,000 Equity Shares of Rs.10/- each fully paid

Non- TradeShares in subsidiary companyIhsedu Agrochem Pvt.Ltd55,00,000 (P.Y.55,00,000) Equity Shares of Rs.10/- each fully paid

TOTAL

SCHEDULE 6 : CURRENT ASSETS,LOANS AND ADVANCESInventories( Refer Note 1 e)Raw Materials, Chemicals and Packing MaterialsWork-in-ProcessFinished ProductsStores.Spares and Consumables

Sundry Debtors( Unsecured , considered good )Exceeding Six MonthsOthers

Cash and Bank BalancesCash on HandBalance with Scheduled Banks :In Current AccountsMargin money Account

Other Current AssetsCentral Sales-tax ReimbursementInterest Accrued on margin money

Loans and Advances(Unsecured, considered good)Advance to subsidiaryAdvances recoverablePrepaid expensesBalance with Central ExciseDepositsAdvance Income-tax (including T.D.S.)

TOTAL

RUPEES


750,000

55,000,000

55,750,000

261,728,0023,192,782

260,753,1221,873,409

527,547,315

2,190,2052,122,743,951

2,124,934,156

226,986

21,769,9732,500,000

24.496,959

23,937,42191,576

24,028,997

105,286,42714,561,556

473,2501,215,927

19,179,63110,544,451

151,261.242

2,852,268,669

750,000

55,000,000

55,750,000

156,160,0173,218,663

201,270,7991,730,018

362,379,497

288,28094,863,108

95,151,388'

455,410

23,128,595611,750

24,195,755_ _ ! - . . ' i i*™'

11,477,841

11,477,841

35,672,2562,315,349

252,051530,527

21,039,6313,261,628

63,071,442

556,275,923

Note: Maximum amount outstanding during the year from a Subsidiary Co.Rs.10,52,86,427/-(P.Y.Rs.3,56,72,256/ )

32




SCHEDULE 7 : CURRENT LIABILITIES AND PROVISIONSCurrent LiabilitiesSundry CreditorsDue to Small Scale Industries

OthersAdvances against OrdersInvestor Education and Protection FundUnpaid Dividend *Bank Account OverdrawnOther Liabilities

TOTAL(A)

*There are no amounts due and outstanding as on 31st March, 2005to be credited to Investor Education and Protection FundProvisionsIncome TaxProposed Dividend

EquityPreference

Dividend Distribution TaxLeave Encashment

TOTAL(B)

TOTAL (A+B)

SCHEDULE 8 : OTHER INCOMESale of import licencesExchange rate fluctuationRefunds & claimsMiscellaneous receiptsSale of ScrapSundry Balance written backExcess provision written backInterest(T.D.S Rs 24,2117- P.Y Rs 26,785)

TOTAL

SCHEDULE 9 : INCREASE/ (DECREASE) IN STOCKSOpening StocksWork in progressFinished goods

TOTAL (A)Closing StocksWork in progressFinished goods

TOTAL (B)

lncrease/(decrease) in Stocks (B-A)

RUPEES

269,7342,062,374,613

9,024,212

602,20330,290,9562,430,210

2,104,991,928

8,400,000

15,000,0002,100,0002,398,2752,647,815

30,546,090

2,135,538,018

RUPEES12,532,5422,219,5902,293,517

61,901360,43938,380

-161,855

17,668,224

3,218,663201 ,270,799204,489,462

3,192,782269,056,660272,249,442

67,759,980

AS AT31.03.2004

RUPEES

724,680107,849,937

676,719

611,7508,340,9081,340,994

119,544,988

3,335,000

-2,100,000

269,0632,029,4967,733,559

127,278,547

PREVIOUSYEAR

RUPEES3,038,839

181,146868,56935,071

--

25,718131,095

4,280,438

1,642,918173,383,693175,026,611

3,218,663201,270,799204,489,462

29,462,851

33




SCHEDULE 10 : PERSONNEL COSTSSalaries, Wages, Bonus etc.Contribution to Provident Fund, Gratuity & othersLeave EncashmentStaff Welfare Expenses

TOTAL

SCHEDULE 11 : MANUFACTURING AND OTHER EXPENSES

Job work ChargesConsumption of stores and sparesConsumption of packing materialPower and FuelRent, Rates and TaxesRepairs & Maintenance

BuildingMachineryOthers

InsuranceFreight, Coolie and CartageStorage chargesBrokerage on salesBrokerage on purchaseMiscellaneous ExpensesLoss on sales of AssetsDonationsRoyaltiesAuditor's RemunerationAudit FeesTax Audit FeesTaxationOther ServicesReimbursement of ExpensesPublic Issue expenses written offPreliminary Expenses written off

RUPEES

22,801,6611,961,6571,519,520

988,124

27,270,962

RUPEES

115,179,1426,543,676

27,039,68638,766,777

761,969

607,850809,618667,669

4,550,30486,858,4966,778,081

129,520,8193,124,906

37,596,60332,377

240,0042,944,744

551 ,000165,300100,00086,42510,141

--

PREVIOUSYEAR

RUPEES

18,931,1121 ,668,0661 ,330,641

567,736

22,497,555

PREVIOUSYEARRUPEES

76,938,4514,988,835

24,435,64139,456,535

1,081,057

361,7611,415,440

626,2362,985,705

34,113,0245,337,920

12,631,4342,305,580

25,592,654-

43,0032,558,624

378,00081 ,00050,00090,170

3,00064,49051 ,622

TOTAL 462,935,587 235,590,182

34


JAYWT AGRO - ORGANICS LTD.


SCHEDULE 12: NOTES FORMING PART OF THE ACCOUNTS 1STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

1 .{a} BASIS OF ACCOUNTINGThe financial statements are prepared under the historical cost convention, on the accrual basisof accounting in accordance with mandatory accounting standards issued by the Institute ofCharteredAccountants of India and relevant presentational requirements of the CompaniesAct, 1956.

{b} FIXED ASSETSFixed assets are carried at the original cost of acquisition and include all incidental expensesrelated to acquisition and installation of the concerned Assets.

{c> DEPRECIATIONi Depreciation on assets is provided on straight line method at the rates prescribed in Schedule

XIV of the Companies Act. 1956it Leasehold Land is amortised over the period of lease.

{d} INVESTMENTSInvestments are stated at cost

{e} INVENTORIESi Raw material, Chemicals, Packing Materials and Stores and Spares are valued at cost,ii Work- in -process are valued at costiii Finished products are valued at cost or net realisable value whichever is lower. The cost includes

cost of production and expenses incurred in putting the goods in their present location and conditioniv By-Products are valued at net realisable value,v Cost is determined on First-in-First out basis.

{f} RECOGNITION OF REVENUEExport sales are accounted on F.O.B. basis.Refund and Claims are accounted as and when admitted by the concerned authorities except forthe central sales tax claims and duty drawback claims on furnace oil which are accounted onaccrual basis.

{g} FOREIGN CURRENCYi Current assets and liabilities related to foreign currency remaining unsettled at the year end are

translated at the year end rate and difference in translation is recognised in the .Profit and LossAccountLiabilities in respect of fixed assets are translated at the year end rate and differences in translation is adjusted in carrying cost of Fixed Assets.The Company has entered into forward contracts, which are in respect of future sales for whichno effect has been given in the accounts.

{h} RETIREMENT BENEFITSi Annual contibution towards Gratuity Liability is funded with the Life Insurance Corporation of

India in accordance with their Gratuity scheme and is absorbed in the Accounts,ii Contribution to Provident Fund are recognised in the Accounts on actual cost to the Company,iii Provision for Leave Encashment is based on year end leave balance.

{i} TAXES ON INCOME.Provision for tax for the year comprises estimated current income-tax determined to bepayable in respect of taxable income and deferred tax being the tax effect of timing differencesrepresenting the difference between taxable and accounting income that originate in one periodand are capable of reversal in one or more subsequent periods. Deferred tax is measured based

35



on the tax rate and tax laws enacted or substentialy enacted at the balance sheet date. Deferred taxassets are recognised only to the extent that there is reasonable certainty that sufficient future taxableincome will be available against which such deferred tax assets can be realised.

The charge for current tax is calculated in accordence with the relevant tax regulation.

(j| EARNING PER SHAREThe earnings considered in ascertaining the Company's EPS comprises the net profit aftertax.The number of shares used in computing Basic EPS is the weighted average number ofshares outstanding during the year.

2 CONTINGENT LIABILITIESi Excise duty liability under appeal and hearing amounting to Rs. 55,673,8157- (P.Y. Rs.55,673,815/-)

has not been provided in the accounts, however the company has deposited Rs. 4,500,0007- andfurnished bank guarantee for Rs. 2,500,0007- to the excise authority.

ii Guarantee given by the company for Rs. 100,000,0007- on behalf of group company.

3 EXTRAORDINARY ITEMDuring the year raw materials and finished stock worth Rs. 2,89,15,5787- was misappropriated by oneof the processor, engaged by company. After adjusting Rs. 80,69,1767- owed by the company to thesaid processor and its director towards processing charges, purchases and after recovery of fixedasset, the consequent loss of stock worth Rs. 2,08,46,4027- has been recognised in the Profit & Lossaccount. Some of the stocks lying with the said processor was taken in to custody by the Police, inview of various third party claims on the said stocks. The company has initiated civil and criminalproceedings for recovery against the said processor and its director. Recovery if any will be accountedon the basis of outcome of the legal proceedings.

4 a) Director's Remuneration

PREVIOUSYEAR

RUPEES RUPEESManaging & Whole-time DirectorsRemuneration 3,168,000 3,136,000Perquisites 453,774 513,620Contibution to Provident Fund 298,080 298,080

3,919,854 3,947,700

Note-: Remuneration comprises of Salary, Allowances, Company's Contribution to Provident Fund andLeave Encashment and excludes contribution to Gratuity Fund.

b) Computation of Net Profit under Section 349 and Section 198(1) of the Companies Act. 1956

Profit before taxation 38,471,129 6,322,528

ADD: Managerial Remunaration 3,919,854 3,947,700Depreciation under the Companies Act 11,318,158 10,636,354Book loss on sale of assets 32.377 -

53,741,518 20,906,582Less: Depreciation under Section 350 of the Act 11,318,518 10,636,354

Amortosation of leasehold land

Net Profit in accordance with Section 198 of the Act 42,423,360 10,270,228

Commission thereon @1% to Managing Director 424,234 102,702Within the limits of maximum amount payable

36



5 SEGMENT INFORMATIONThe business segment has been considered as the primary segment. The company is organised intothree business segments Castor Oil,Derivatives and Dimonds and others.Further business segmentshave been identified considering the customers, the differing Risks and Returns and the Internal Finan-cial Reporting System. Segment revenue, results, assets and liabilities have been accounted for on thebasis of their relationship to the operating activities of the segment and the amounts allocated on areasonable basis.

Particulars

REVENUENet Sales/Income fromOperationLocalExportTotal Revenue

RESULTSegment Result

Unallocated Corporate Expenses

Operating Profit

Interest ExpenseInterest IncomeIncome TaxWealth Fax PaidDeferred Tax

Profit from ordinary activitiesLess : Exceptional item

Net Profit before depreciation

OTHER INFORMATION

Castor Oil

1,294.8124,424.7525,719.56

Derivatives Diamonds &Others

3,994.819,440.79

13,435.60

(76.54) 1,082.74

20,249.8620,249.86

9.80

Total Castor Oil

Previous YearRupees in Lacs

Derivatives Total

5,289.6254,115.4059,405.02

1,016.00

17.69

998.31

293.571.6250.650.316.11

661.51208.46

453.05

1,146.0012,866.0214,012.01

18.54

3,491.45 4,637.447,895.52 20,761.5411,386.97 25,398.98

531.93 550.47

163.07

387.39

192.331.31

0.2122.26

218.4326.79

191.64

Segment AssetsUnallocated Corporate AssetsTotal Assets

Segment LiabilitiesUnallocated Corporate LiabilitiesTotal Liabilities

Capital ExpenditureUnallocated Capital ExpenditureTotal Capital Expenditure

DepreciationUnallocated DepreciationTotal Depreciation

4,266.22

4,185.60

4,208.13

1,782.59

55.63

100.66

20,234.80

20,234.80

28,709.152,061.14

30,770.29

26,202.99648.80

26,851.79

55.6312.6068.23

100.6612.53

113.19

2,651.92

2,406.07

3,538.37

1,388.10

41.64

98.63

6,190.29870.97

7,061.26

3,794.16225.01

4,019.18

41.64103.12144.76

98.637.73

106.36

37



6 RELATED PARTY DISCLOSURES :Related party disclosures as required by Accounting Standard 18, "Related Party Disclosures",issuedby the Institute of Chartered Accountants of India are given below :-

1 Related Parties and their Relationships :a Holding Company :

Jayant Finvest Pvt. Ltd.

b Subsidiary Company :Ihsedu Agrochem Pvt. Ltd.

c Enterprises Controlled by directors/relatives :Enlite Chemical Industries Ltd.Gokuldas K. Udeshi Investement Pvt.Ltd.Innovative Micro Systems Pvt. Ltd.Varun Leasing & Finance Pvt. Ltd.Gokulmani Real Estate Development Pvt.Ltd.

d Key Management Personnel and their relatives :

Mr Vithaldas G. UdeshiMr Hemant V. UdeshiMr Sudhir V. UdeshiMr.Abhay V. UdeshiDr. Subhash V.Udeshi

(Chairman)(Managing Director)(Executive Director)(Executive Director)(Executive Director)

Mr. Mulraj G. UdeshiMr. Jay raj G. UdeshiMr. Bharat M. UdeshiMr.Vikram V. UdeshiMr.GordhandasH. Mulani

(Executive Director)(Executive Director)(Executive Director)

(Relative)( Director)

Mr. Dilipsinh G. Udeshi (Executive Director)Mr. Jaysinh V. Mariwala (Independent Director)The following transactions were carried out with the related parties in the ordinary course of business :Details relating to parties referred to in items above :

Rupees in Lacs

Purchase of Goods

Receiving of Services

Sale of Goods

Remuneration toManaging Director

Remuneration toExecutive Directors

Balances outstandingat the year end

Finance

Equity Contribution

31st March 2005Holding

Company

.

-

-

-

-

40.00

-

SubsidiaryCompany

4,723.93(1,781.03)

881 .75(175.58)

3.90(356.63)

-

-

1052.86(356.72)550.00

(550.00)

Controlledby directors& relatives

.

3.25(0.95)

-

-

161.00(161.00)

-

KeyManagement

Personnel

7.73(7.11)

13.48(13.44)

24.06(23.11)

Others/Relatives

-

-

-

-

_

Note :1 The above information has been reckoned on the basis of information available with the Company2 Figures in brackets are in respect of Previous Year.

38



7 EARNING PER SHARE(EPS)

Year ended31.03.2005

Year ended31.03.2004

i) Number of Equity Shares of Rs.5/- each fully paid up, 6,000,000at the year beginning and year end

ii) Net profit for the year after exceptional items -(Rs.) 31,591,630iii) Basic and Diluted Earning per share after extraordinary items (Rs.) 5.27iv) Extraordinary Item (Refer Note 3 of Schedule 12) 20,846,402

Sales tax of earlier yearsv) Net profit for the year before extraordinary items -(Rs.) 52,438,032vi) Basic and Diluted Earning per share before extraordinary items (Rs.) 8.74vii) Nominal value of Equity Share (Rs) 5.00

8 DEFERRED TAXATION

i) Deferred tax assetsa) Expenditure covered by Section 43B of income Tax Actb) On account of unabsorbed business losses and

depreciationc) Others

ii) Deferred tax liabilitya) Excess of depreciation allowable under income tax law

over deprecition provided in accounts.b) Charged to General Reserves *

iii) Opening deferred tax liability

Deferred tax liability (Net)

As at31.03.2005

608,346

167,537

775,883

165,137

165,137

2,713,482

2,102,736

6,000,000

6,159,0451.03

2,678,5988,837,643

1.475.00

As at31.03.2004

185,8912,040,589

2,226.480

4,348,492

4,348,492

591,470

2,713,482

* The company was exempted from Income tax under Section 10B of Income Tax Act 1961 for one of itsunit till A.Y.2003-04.

Consequently the Company has recognised deferred tax liability on difference of Rs. 1,21,21,232/-be-tween the opening WDV as on 1 st April 2003, of Fixed Assets as per Companies Act, 1956 and as perthe Income Tax Act 1961 of the said unit.

9 There was no impairment loss on Fixed Assets on the basis of review caried out by the Managementin accordence with Accounting Standard 28 issued by the Institute of Chartered Accountant of India.

39


JAYANT AGRO - ORGANICS LTD. (f£

10 QUANTITATIVE INFORMATION PURSUANT TO PARA 3, 4C, AND 4D OF PART II OF SCHEDULEIV OF THE COMPANIES ACT, 1956

A CAPACITY

1 Castor oil & its derivatives Includingrefined Castor oil,Oxidized,Dehydrated,Blown, Polymerised etc.

2 Hydrogenated Castor Oil

PREVIOUS YEARLICENSED INSTALLED LICENSED INSTALLEDM.T M.T. M.T. M.T

50400.000 43000.000 50400.000 43000.000

15800.000

3 Fatty Acid and its Salt, Easters,AmidesPolyamides,Polyols,and its allied products 38340.000

B ACTUAL PRODUCTION

1 Castor Oils

2 Derivatives3 By - Products4 OthersC OPENING STOCKSFinished Products1 Castor Oils2 Derivatives3 By- Products4 Others

Work- in-Process

D CLOSING STOCKS1 Castor Oils

2 Derivatives

3 By- Products4 Others5 Less : Extraordinary item

(see note no.3 of Schedule-12)

42785.692

25586.90567055.6673858.521

3042.748816.447

13108.973434.346

5184.716

1063.315

11693.615

130.738

18720.000 15800.000 18720.000

15576.000 38340.000 15576.000

QTY. (M.T.) VALUE (Rs.) QTY. (M.T.) VALUE (Rs.)

28373.574

22637.66151979.1973213.341

121,481,672 3127.97337,653,572 698.46229,383,477 784.32112,752,078 74.330

201,270,7993,218,663

188,445,095 3042.748

47,889,124 816.447

30,327,961 13108.9732,394,480 434.346

(8,303,538)

260.753,122

137,175,56633,123,7982,375,708

708,621

173,383,6931,642,918

121,481,672

37,653,572

29,383,477

12,752,078

201.270.799

Work- in-Process 3,192,782 3,218,663

40



QTY. (M.T.) VALUE (Rs.) QTY. (M.T.) VALUE (Rs.)

E PURCHASES

1 Castor Oils

2 Diamonds

3 Derivatives

4 By-Products

5 Otners

F SALES

1 Castor Oils2 Diamonds3 Derivatives4 By-Products5 Others

G CONSUMPTION OF RAW MATERIALS

Castor SeedsCastor OilChemicals

H BREAK-UP OF CONSUMPTIONRaw materials and ChemicalsIndigenousImported

Stores and SparesIndigenousImported

19221.113

9353.865

14.953

59738.477246381.260

25359.58377352.8394177.082

743,892,942 4376.025 167,577,764

246381.260 1,932,831,422

20.000 993,928 20.000

16,625,550

445,938

2,694,789,780"

984,560

165,814

168,728,138

2,391,804,651 32762.634 1,291,392,0462,024,510,2181,288,486,109 22539.352 1,105,458,364

180,151,431 39650.543 115,155,34555,549,509 2853.725 27,892,442

5,940,501,918 2,539,898,197

124346.708 2,174,956,142 95214.448 1,663,777,14412887.705 501,885,704 10402.395 389,535,276

99.870.13

64,098,896

2,740,940,742

VALUE (Rs.)

2,737,406,1963,534,546

O//O

54,642,623

2,107,955,043

VALUE (Rs.)

99.87 2,105,188,9770.13 2,766,066

100.00 2,740,940,742 100.00 2,107,955,043

94.205.80

100.00

6,159,892413,784

6,573,676

100.00

100.00

4,988,835

4,988,835

41



I VALUE OF IMPORTS ON C.I.F. BASISChemicalsDiamonds

J EXPENDITURE IN FOREIGN CURRENCY

RoyaltyTravelling ExpenditureProfessional FeesBrokerage & CommissionMembership & SubscriptionOthers

K REMITTANCE IN FOREIGN CURRENCYFOR DIVIDENDFor Final DividendEquity Shares

i Number of non-resident shareholdersii Number of Ordinary shares held by themiii Gross amount of dividend

Prefrence Sharesi Number of non-resident shareholdersii Number of Prefrence shares held by themiii Gross amount of dividend

*Amounts credited to Rupee Account in India

L EARNINGS IN FOREIGN CURRENCYF.O.B. Value of Exports

VALUE (Rs.)

4,178,3761,760,216,404

VALUE (Rs.)

2,243,5351,820,126

908,296106,094,393

510,767692,577

1513,931

911,0003,850*

5,411,540,164

VALUE (Rs.)

1,279,353

VALUE (Rs.)

2,032,723821,592588,887

15,663,649244,749347,527

43,4003400*

2,091.436,814

11 There are no small scale industries undertakings to whom the Company owes a sum exceeding Rs.1lac which is outstanding for more than 30 days during the year.

12 Previous year figures have been recast/re-grouped whereever necessary to conform to Current Year'spresentation.

42



Cash Flow Statement for the year ended 31 st March 2005

A Cash Flow from Operating ActivityNet Profit before taxAdjustments for :-DepreciationMiscellaneous Expenditure AmortisedProvision for Leave EncashmentInterest Paid(Profit)/ Loss on sales of Fixed AssetWealth Tax PaidOperating profit before working capital chargesAdjusted for( Increase)/Decrease in Inventoriesilncrease)/Decrease in Debtors & Other Receivables (2lncrease/(Decrease) in Payables & Other Liabilities

B Cash Flow from Investing ActivityPurchase of Fixed AssetsSales of AssetsPurchase of Permanent InvestmentsNet Cash from /(used in) Investing Activity

C Cash Flow from Financing ActivitiesProceeds from BorrowingInterest PaidDividend and Dividend Tax PaidNet Cash from/(used in) Financing Activity

Net lncrease/(Decrease) in cash equivalents

Cash & Cash equivalentAt the Beginning of the yearAt the end of the year

2004-2005

38,471,129

11,318,158-

618,31929,357,364

32,377(30,720)

79,766,627

(165,167,818),130,523,724)1 ,985,446,940

(230,477,975)

(10,764,037)25,000

-(10,739,037)

273,244,643(29,357,364)(2,369,063)

241,518,216

301,204

24,195,75524,496,959

For and on behalf of For and on behalfOSTWALDESAI & KOTHARIChartered Accountants

V. G. UDESHI

Chairman

T.P.Ostwal H.V.UDESHI(Partner) Managing Director

2003-2004

6,322,528

10,636,354116,112478,908

19,233,088

(20,900)36,766,090

122,166,927(55,810,909)(27,267,172)

75,854,936

(15,276,822)-

(22,500,000)(37,776,822)

(221,313)(19,233,088)

(6,786,000)(26,240,401)

11,837,713

12,358,04224,195,755

of the Board

S.V.UDESHIDirector

A.V UDESHIDirector

M.No.30848MumbaiDated: 28th June 2005



43



BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

1. Registration DetailsRegistration No.

Balance Sheet Date

1 en

II. Capital Raised during the year (Amount in Rs. Thousand)I N | l I Ll

III. Position of Mobilisation and Deployment of Funds(Amount in Rs. Thousands)

Total Liabilities9 | 3 6 | 9 | 9

Sources of Fundsaid-up Capital

6 | 0 0 | 0 | 0

ecured Loans5 | 4 7 | 5 | 3

Deferred Tax Liability1 2 | 1 | 0

6

9

3

Application of Fundset Fixed Assets

1 | 6 4 | 5 | 1 i 6

et Current Assets7 | 1 | 6 | 7 | 3

Accumulated Losses0 | 0 0 |

o

IV. Performance of Company (Amount in Rs. Thousands)Turnover| 6 | 0 | 2 | S | 9 | 3 | 0 |

Profit/Loss before TaxI + I 3 8

Earning per Share in Rs.i 5

1 |StateCode

0 0

Total Assets

Reserves & Surplus

Unsecured Loans

Investments

Misc. ExpenditureI N | T | L |

Total Expenditure' 9 i s r?

Profit/Loss after Tax

Dividend rate %r N i i i L

.3L2 I 7 I 3THLAJ

V. Generic Names of Three Principal Products/Services of Company (As per monetary terms)Item Code No. (ITC Code) Production Description

1 5 1 6 2 0 . 0 31 5 1 5 3 0 . 0 01 5 1 9 1 1 . 0 0

Hydrogenated Castor OHCastor Refined OH12 Hydroxy Stearic Acid/Fatty Acid

For and on behalf ofOSTWAL DESAI & KOTHARIChartered Accountants



S.V UDESHIDirector

T.P.Ostwal(Partner)M.No.30848


A.V UDESHIDirector

Place : MumbaiDated : 28th June 2005



44



Statement pursuant to section 212 of the Companies Act, 1956 relating to subsidiary.

1. Name of the subsidiary

2. Financial year of the subsidiary

3. Shares of the subsidiary held byThe company on the above date

(a) Number and face value

(b) Extent of holding

4. Net aggregate amount of profits/losses of the subsidiary for theabove financial year of thesubsidiary not dealt with in thecompany's accounts.

(a) for the financial year of thesubsidiary - Profit.

(b) for the previous financialyears since it became asubsidiary.

5. Net aggregate amount of profits/losses of the subsidiary for theabove financial year of thesubsidiary dealt with in thecompany's accounts.

(a) for the financial year of thesubsidiary.

(b) for the previous financialyears since it became asubsidiary - profit.

Ihsedu Agrochem Private Limited

1st April 2004 to 31st March, 2005.

55,00,000 Equity Shares of Rs.10- each fully paid.

100%

Rs.307.70 lacs

Rs. 66.31 lacs.

NIL

NIL


Place : MumbaiDated : 28th June, 2005.

V.G.UDESHIChairman


G.K.SHASTRICompany Secretary

S.V.UDESHIDirector

A.V.UDESHIDirector

Dr. S. V. UDESHIDirector

45


JAYANT AGRO - ORGANICS LTD.Consolidated Financial Statement

Auditors' report to the Board of Directors of Jayant Agro-Organics Limited on the Consolidated Finan-cial Statements of Jayant Agro-Organics Limited and its subsidiary.

1. We have audited the attached consolidated Balance Sheet of Jayant Agro-Organics Limited andits subsidiary as at 31st March 2005, and also the consolidated Profit and Loss account for the yearended on that date annexed thereto, and the consolidated Cash flow Statement for the year ended onthat date annexed thereto. These consolidated financial statements are the responsibility of JayantAgro-Organics Limited management. Our responsibility is to express an opinion on these consoli-dated financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. ThoseStandards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates made by management,as well as evaluating the overall financial statement presentation. We believe that our audit providesa reasonable basis for our opinion. j

3. We report that the consolidated financial statements have been prepared by the Company in accor-dance with the requirements of Accounting Standard 21, Consolidated Financial Statements, issuedby the Institute of Chartered Accountants of India and on the basis of the separate audited financialstatements of Jayant Agro-Organics Limited and its Subsidiary included in the consolidated financialstatements.

i

4. On the basis of the information and explanations given to us and statements of Jayant Agro-OrganicsLimited and its aforesaid subsidiary, in our opinion, the consolidated financial statements togetherwith the notes thereon and attached thereto give a true and fair view in conformity with the accountingprinciples generally accepted in India:

i) in the case of the consolidated Balance Sheet of the consolidated state of affairs of JayantAgro-Organics Limited and its Subsidiary as at 31st March 2005;

ii) in the case of the consolidated Profit and Loss Account of the consolidated results ofoperations of Jayant Agro-Organics Limited and its Subsidiary for the year ended on thatdate: i

and

iii) in the case of the consolidated Cash Flow Statement, of the consolidated cash flows ofJayant Agro-Organics Limited and its Subsidiary for the year ended on that date.

FOR OSTWAL DESAI & KOTHARICHARTERED ACCOUNTANTS

MUMBAIDATED : 28th June, 2005.

T. P. OSTWAL(PARTNER)M.No 30848

_


- ORGANICS LTD.Consolidated Financial Statement

CONSOLIDATED BALANCESHEET OF JAY ANT AGRO-ORGANICS LTD. AND ITS SUBSIDIARYAS AT 31 ST MARCH 2005


Secured Loan 3TOTAL

APPLICATION OF FUNDSFIXED ASSETS 4Gross BlockLess : DepreciationNet Block

Capital Work in Progress

INVESTMENTS 5

CURRENT ASSETS,LOANS AND ADVANCES 6InventoriesSundry DebtorsCash and Bank BalancesOther Current AssetsLoans and Advances

LESS : CURRENT LIABILITIES AND PROVISIONS 7Current LiabilitiesProvisions

NET CURRENT ASSETS

NET DEFERRED TAX LIABILITY/(ASSETS)

MISCELLANEOUS EXPENDITURE(To the extent not written off or adjusted)Preliminary Expenses

TOTAL

RUPEES

60,000,000352,743,519

652,539,5981,065,283,117

359,665,86583,164,655

276,501,210

16,973,290293,474,500

1,252,990

568,131,9402,306,522,197

27,865,49924,072,60367,110,895

2,993,703,134

2,187,781,95633,809,500

2,221,591,456

772,111,678

1,593,231

37,180

1,065,283,117

AS AT31.03.04RUPEES

60,000,000307,485,477

373,319,702740,805,179

339,964,06466,402,944

273,561,120

5,167,236278,728,356

1,247,990

437,968,38595,383,79625,501,05011,477,84143,345,863

613,676,935

144,731,4238,046,934

152,778,357

460,898,578

(113,705)

43,960

740,805,179

NOTES TO ACCOUNTS AND ACCOUNTING POLICIES


For OSTWAL DESAI & KOTHARIChartered Accountants

12


T.P.OSTWAL( Partner)M.No.30848


S.V.UDESHIDirector

MumbaiDated : 28th June 2005


O.K. SHASTRICompany Secretary

A.V UDESHIDirector


47



CONSOLIDATED PROFIT AND LOSS OF JAYANT AGRO-ORGANICS LTD. AND ITS SUBSIDIARYFOR THE YEAR ENDED 31ST MARCH 2005

INCOMESalesOther IncomeIncrease/ (Decrease) in Stocks

TOTAL

EXPENDITUREConsumption of Raw MaterialsPurchases of Finished GoodsPersonnel CostsManufacturing and other ExpensesInterest on Term LoanInterest to BanksDepreciation

TOTAL

PROFIT BEFORE EXTRAORDINARY ITEM AND TAXATIONEXTRAORDINARY ITEM (Refer Note 3 of Schedule 12)Less : Sales-Tax of earlier years (Net)PROFIT BEFORE TAX

LESS : PROVISION FOR TAXATIONCurrent TaxDeferred TaxWealth Tax paid

PROFIT AFTER TAXAdd : Balance brought forward

TOTALAPPROPRIATIONS

Proposed DividendEquityPreferenceCorporate Dividend TaxTransfer to General ReserveBalance carried to Balance Sheet

EARNING PER EQUITY SHARE(Face Value of Rs.5/- per Share - See note 7)TOTALBasic and diluted earning per share after exceptional item




SCHEDULE

to11

RUPEES

6,234,728,99218,386,17397,683,590

6,350,798,755

3,423,236,7792,299,848,480

34,411,275443,023,985

5,598,63232,728,70917,072,930

6,255,920,790

94,877,96520,846,402

74,031,563~

7,765,0001,479,526

30,72064,756,317

116,828,386181,584,703

15,000,0002,100,0002,398,2753,500,000

158,586,428181,584,703

13.5210.04

PREVIOUSYEAR

RUPEES

2,679,097,7194,918,596

27,060,6072,711,076,922

2,228,914,304186,930,63324,333,775

235,566,905903,432

20,017,88712,040,709

2,708,707,645

2,369,277

2,678,598

(4,892,321)20,900

4,562,100114,635,349119,197,449

2,100,000269,063

116,828.386119,197,449

0.810.37


T.P.OSTWAL( Partner)M.No.30848


S.V.UDESHIDirector


A.V UDESHIDirector




48


JA\MT AGRO - ORGANICS LTD.Consolidated Financial Statement

Schedules to the consolidated Balance Sheet as at 31st March 2005

SCHEDULE 1 : SHARE CAPITALAUTHORISED1 ,90,00,000 Equity Shares of Rs.5/- each60,00,000 Preference Shares of Rs.5/- each

ISSUED60,00,000 Equity Shares of Rs.5/- each60,00,000-7% Redeemable Preference Shares of Rs. 5/- each

SUBSCRIBED AND PAID UP60,00,000 Equity Shares of Rs.5/- each fully paid up60,00,000-7% Redeemable Prefrence Shares of Rs. 5/- each fully paid up

RUPEES

95,000,00030,000,000

125,000,000

30,000,00030,000,000

60,000,000

30,000,00030,000,000

60,000,000

AS AT31.03.04RUPEES

95,000,00030,000,000

125,000,000

30,000,00030,000,000

60,000,000"' ' "'~'" •~T~m~~" •l-~"'---r"

30,000,00030,000,000

60,000,000

Jayant Finvest Private Limited.

SCHEDULE 2 : RESERVES AND SURPLUSGENERAL RESERVEBalance as per last Balance Sheet 190,657,091 225,005,583Add : Transferred during the year 3,500,000

194,157,091 225,005,583Less: Capitalised by way of issue of Bonus Redeemable Preference Shares - 30,000,000

Deferred Tax Liability - 4,348,492

194,157,091 190,657,091

BALANCE IN PROFIT AND LOSS ACCOUNT 158.586.428 116.828.386TOTAL 352,743,519 307,485,477

ill a :

SCHEDULE 3 : SECURED LOANSFrom BanksExport Credit 611,201,343 321,479,762Term Loan 40,000,000 50,000,000Other Loan 1,338,255 1,839,940

TOTAL 652.539,598 373,319,702

1 .Export Credit is secured by joint deed of hypothecation, on pari passu basis, of raw material,work-in process.finishedproducts and receivables and personal guarantee of the Directors.Further, collaterally secured by equitable mort-gage charge on all present and future immovable and movable properties comprising interaliamachinery,equipments,plant and spares

2. Term loan is secured by deed of hypothecation of Plant and Machinery and other fixed assets and equitablemortgage of Land and Building. (Installment due-wifhin a year Rs.1 ,00,00,000/ - P.Y. Rs.1 ,00,00,000/-.)

3. Other loans are secured by hypothication of Vehicles.(Installment due within a year Rs.2,84,612/ - P.Y. Rs.5,01 ,685/- )

_



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50


JAY\NT AGRO - ORGANICS LTD.Consolidated Financial Statement


SCHEDULE 5 : INVESTMENTSLong Term Investments (At cost) -Unquoted

TradeEquity SharesEnviro Infrastructure Co.Ltd.75,000 Equity Shares of Rs.10/- each fully paid up

Non- TradeGovernment and Other Securities ( Unquoted)7 Years National Saving Certificate(Deposited with Sales Tax Department)

Equity SharesG4 Software Technologists (India) Ltd.13,105 Equity Shares of Rs.10/ each fully paid

TOTAL

SCHEDULE 6 : CURRENT ASSETS.LOANS AND ADVANCESInventories( Refer Note 1 e)Raw Materials, Chemicals and Packing MaterialsWork-in-ProcessFinished ProductsStores.Spares and Consumables

Sundry Debtors( Unsecured , considered good)Exceeding Six MonthsOthers

Cash and Bank BalancesGash on HandBalance with Scheduled Banks :In Current AccountsIn Margin AccountIn Fixed Deposit

Other Current AssetsCentral Sales-tax ReimbursementAccrued Interest

Loans and Advances(Unsecured, considered good)Advances recoverable in cash or in kind or for the valueto be receivedAdvance against Capital ExpenditurePrepaid expensesBalance with Central ExciseDepositsAdvance Income-tax (including T.D.S.)

TOTAL

RUPEES

750,000

5,000

497,990

1,252,990

26,642,1792,537,681473,250

1,215,92722,936,22613,305,632

67,110.895

2,993,703,134

AS AT31.03.04RUPEES

750,000

497,990

1,247,990

267,291,6523,192,782

291,126,5706,520,936

568,131,940

2,190,2052,304,331,992

2,306,522,197

1,073,149

22,792,3502,500,0001,500,000

27,865,499

23,937,421135,182

24,072,603

228,849,4183,218,663

201,720,6374,179,667

437,968,385

288,28095,095,516

95,383,796

732,094

24,768,956

25,501,050

11,477,841

11,477,841

14,032,25171,275252,051530,527

24,796,2263,663,533

43,345,863

613,676,935

51




SCHEDULE 7 : CURRENT LIABILITIES AND PROVISIONSCurrent LiabilitiesSundry CreditorsDue to Small Scale IndustriesDue to OthersAdvances against OrdersInvestor Education and Protection Funda) Unpaid Dividend *Bank Account OverdrawnOther Liabilities

There are no amount due and outstanding as on 31st March, 2005to be credited to Investor Education and Protection Fund

ProvisionsIncome TaxProposed Dividend

EquityPrefrence

Corporate Dividend TaxLeave Encashment

TOTAL

SCHEDULE 8 : OTHER INCOMESale of import licencesExchange FluctuationRefunds & ClaimsMiscellaneous ReceiptsSundry balances written BackInterest SubsidyInterest (T.D.S Rs.35,740 / P.Y. Rs.26,875 /)

TOTAL

SCHEDULE 9 : INCREASE/ (DECREASE) IN STOCKSOpening StocksWork-in-processFinished goods

TOTAL (A)

Closing Stocks

Work-in-process

Finished goods

TOTAL (B)

lncrease/(decrease) in Stocks

RUPEES

269,7342,083,724,588

9,024,212

602,20391,360,6712,800,548

2,187,781,956

11,100,000

15,000,0002,100,0002,398,2753,211,225

33,809,500

2,221,591,456

RUPEES

12,624,0152,219,5902,483,235422,34038,380

381,623216,990

18,386,173

3,218,663201,720,637

204,939,300

3,192,782

299,430,108

~302,622,890

(B-A) 97,683.590

AS AT31.03.04RUPEES

724,680129,789,381

676,719

611,7508,623,0964,305,797

144,731,423

3,335,000

2,100,000269,063

2,342,871

8,046,934

152,778,357

PREVIOUSYEARRUPEES

3,671,379181,146874,18735,07125,718

131,095

4,918,596

1,642,918176,235,775

177,878,693

3,218,663

201,720,637

204,939,300

27,060,607

52


JA\ANT AGRO - ORGANICS LTD.Consolidated Financial Statement

Schedules to the consolidated Balance Sheet as at 31st March 2005 PREVIOUSYEAR

SCHEDULE 10 : PERSONNEL COSTS RUPEES RUPEESSalaries, Wages, Bonus etc. 29,002,332 20,330,898Contribution to Provident Fund, Gratuity & Others 2,463,577 1,805,586Leave Encashment 1,773,205 1,543,658Staff Welfare Expenses 1,172,161 653,633

TOTAL 34,411,275 24,333.775

SCHEDULE 11 : MANUFACTURING AND OTHER EXPENSES

Job work Charges 30,733,116 63,592,775Consumption of stores and spares 13,482,311 5,064,123Consumption of packing material 33,438,686 24,517,052Power and Fuel 62,942,947 44,865,713Rent.Rates and Taxes 1,297,764 1,180,416Repairs & MaintenancesBuilding 754,476 361,761Machinery 3,661,213 1,615,561Others 809,797 714,160Insurance 5,617,797 3,790,686Freight, Coolie and Cartage 100,151,608 35,145,401Storage charges 6,850,081 5,466,553Brokerage on sales 132,208,038 12,946,755Brokerage on purchase 3,782,447 2,495,426Sales Tax & Excise Duty - 25,330Miscellaneous Expenses 42,777,303 30,132,503Donations 294,134 49,004Royalties 2,944,744 2,558,624Loss on Sales of fixed Assets 32,377Auditor's RemunerationAudit Fees 743,850 567,000Tax Audit Fees 247,950 162,000Taxation , 150,000 100,000Other Services 86,425 90,170Reimbursement of Expenses 10,141 3,000Public Issue expenses written off - 64,490Preliminary Expenses written off 6,780 58,402

TOTAL 443,023,985 235,566,905

SCHEDULE 12: NOTES FORMING PART OF THE ACCOUNTS

1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

{a} BASIS OF ACCOUNTING

Financial statements are prepared under historical cost convention using the accrual method of account-ing and are in accordance with mandatory accounting standards.

Principles of Concolidation of AccountsBasis of preparation

The Consolidated Financial Statements are prepared in accourdance with Accountin Standard (AS) 21on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India ie thefinancial statements of the Company and its subsidiary are combined on a line -by - line basis by addingtogether the book values of like items of assets, liabilities, income and expenses, after fully eliminatingintra- group balances and intra- group transaction resulting in unrealised profits or losses.

53


JAYANT AGRO - ORGANICS ffl).Consolidated Financial Statement _

The Consolidated Financial Statements comprise the financial statements of Jayant Agro-Organics Limited and itssubsidiary.

The Subsidiary Company which is included inconsolidation and Parent Company's holding therein as under.

Name of the Company Percentage of Holding

IHSEDU AGROCHEM PRIVATE LIMITED 100%

The above Subsidiary Company is incorporated in India.

The financial statements are prepared under the historical cost convention, on the accrual basis of accounting inaccordance with mandatory accounting standards issued by the Institute of Chartered Accountants of India andrelevant presentational requirements of the Companies Act, 1956.

{b} FIXED ASSETSFixed assets are carried at the original cost of acquisition and include all incidental expensesrelated to acquisition and installation of the concerned Assets.

{c} DEPRECIATIONi Depreciation on assets is provided on straight line method at the rates prescribed in

Schedule XIV of the Companies Act. 1956ii Leasehold Land is amortised over the period of lease.

{d} INVESTMENTSInvestments are stated at cost

{e} INVENTORIESi Raw material, Chemicals, Packing Materials and Stores and Spares are valued at cost.ii Work- in -process are valued at costill Finished products are valued at cost or net realisable value whichever is lower. The cost includes cost

of production and expenses incurred in putting the goods in their present location and conditioniv By-Products are valued at net realisable value.v Cost is determined on First-in-First out basis.

{f} RECOGNITION OF REVENUEi Export sales are accounted on F.O.B. basis.II Refund and Claims are accounted as and when admitted by the concerned authorities except for the

central sales tax claims and duty drawback claims on furnace oil which are accounted on accrual basis.

{g> FOREIGN CURRENCYi Current assets and liabilities related to foreign currency remaining unsettled at the year end are

translated at the year end rate and difference in translation is recognised in the . Profit and LossAccount

ii Liabilities in respect of fixed assets are translated at the year end rate and differences in translation isadjusted in carrying cost of Fixed Assets.

iii The Company has entered into forward contracts, which are in respect of future sales for which noeffect has been given in the accounts.

54


JAYANT AGRO - ORGANICS LTD.Consolidated Financial Statement V**

{h} RETIREMENT BENEFITS

i In case of the holding Company Annual contibution towards Gratuity Liability is funded withthe Life Insurance Corporation of India in accordance with their Gratuity scheme and isabsorbed in the Accounts. None of the Employees in Case of the Subsidiary Company IhseduAgrochem Private Limited have completed the Minimum Period of Employment as requiredby the Gratuity Act for the entitlement of Gratuity.

ii Contribution to Provident Fund are recognised in the Accounts on actual cost to theCompany.

iii Provision for Leave Encashment is based on year end leave balance.

{i} TAXES ON INCOME.

Provision for tax for the year comprises estimated current income-tax determined to be payable inrespect of taxable income and deferred tax being the tax effect of timing differences repre sentingthe difference between taxable and accounting income that originate in one period and arecapable of reversal in one or more subsequent periods.Deferred tax is measured based on the tax rate and tax laws enacted or substentialy enacted atthe balance sheet date. Deferred tax asstes are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferredtax assets can be realised.

The charge for current tax is calculated in accordence with the relevant tax regulation.

{]} EARNING PER SHARE

The earnings considered in ascertaining the Company's EPS comprises the net profit after tax.The number of shares used in computing Basic EPS is the weighted average number of sharesoutstanding during the year.

2 Contingent Liabilities:

a i Excise duty liability under appeal and hearing amounting to Rs. 55,673,8157-(P.Y.Rs.55,673,815/-) has not been provided in the accounts, however the company hasdeposited Rs. 4,500,0007- and furnished bank guarantee for Rs. 2,500,0007- to the exciseauthority.

ii Guarantee given by the company for Rs. 100,000,0007- on behalf of group company.b Estimated amount of contracts remaining to be executed on Capital Accounts amounts to

Rs.3,58,20,0007-

3 EXTRAORDINARY ITEMDuring the year raw materials and finished stock worth Rs. 2,89,15,5787- was misappropriated by

one of the processor, engaged by company. After adjusting Rs. 80,69,1767- owed by the company to thesaid processor and its director towards processing charges, purchases and after recovery of fixed asset,the consequent loss of stock worth Rs. 2,08,46,4027- has been recognised in the Profit & Loss account.Some of the stocks lying with the said processor was taken in to custody by the Police, in view of variousthird party claims on the said stocks. The company has initiated civil and criminal proceedings for recov-ery against the said processor and its director. Recovery if any will be accounted on the basis of outcomeof the legal proceedings.

. _ _



4 a) Director's Remuneration

Managing & Whole-time Directors

Remuneration

PerquisitesContibution to Provident Fund

RUPEES

6,132,000638,791550,080

PREVIOUS

YEAR

RUPEES

5,356,000676,562

520,080

7,320.871 6.552,642

Note-1 : Remuneration comprises of Salary, Allowances, Company's Contribution to Provident Fund

and Leave Encashment and excludes contribution to Gratuity Fund.

b) Computation of Net Profit under Section 349 and Section 198(1) Of the CompaniesAct. 1956

Profit before taxation

ADD: Managerial RemunarationDepreciation under the Companies Act

Book loss on sale of assets

Less: Depreciation under Section 350 of the Act

Amortosation of leasehold land

Net Profit in accordance with Section 198 of the Act

Commission thereon @ 1 % to Managing DirectorWithin the limits of maximum amount payable

74,031,5637,320,871

17,072,93032,377

98,457,741

17,072,930

81,384,811

813,849

(309,321)

6,552,64212,040,709

18,284,030

12,040,709

6,243,321

62,433

5 SEGMENT INFORMATION

The business segment has been considered as the primary segment. The company is organised intothree business segments Castor Oil,Derivatives and Dimonds and others.Further business segmentshave been identified considering the customers, the differing Risks and Returns and the Internal Finan-cial Reporting System. Segment revenue, results, assets and liabilities have been accounted for on thebasis of their relationship to the operating activities of the segment and the amounts allocated on areasonable basis.

56



Particulars Castor Oil

REVENUENet Sales/Income fromOperationLocal 3,820.86Export 24,530.25Total Revenue 28,351.11

RESULTSegment Result 421 .94

Unallocated Corporate Expenses

Operating Profit

Interest ExpenseInterest IncomeIncome TaxWealth Tax PaidDeferred Tax

Profit from ordinary activitiesLess : Exceptional item

Net Profit before depreciation

OTHER INFORMATION

Segment Assets 6,097.51Unallocated Corporate AssetsTotal Assets

Segment Liabiliti* 6,096.13Unallocated Corporate LiabilitiesTotal Liabilities

Capital Expenditi 132.48Unallocated Capital ExpenditureTotal Capital Expenditure

Depreciation 57.54Unallocated DepreciationTotal Depreciation

Derivatives Diamonds & Total Castor OilOthers

3,994.81 - 7,815.67 1,234.179,440.79 20,249.86 54,220.90 14,169.85

13,435.60 20,249.86 62,036.57 15,404.02

1,082.74 9.80 1,514.48 (16.85)

17.69

1,496.79

383.27 16.885.99

77.650.31

(14.79)

1,026.76208.46

818.30

4,208.13 20,234.80 30,540.44 3,596.121,046.99

31,587.43

1,782.59 20,234.80 28,113.52 3,651.32643.71

28,757.23

55.63 - 188.11 1,096.4412.60

200.71

100.66 - 158.20 14.0412.53

170.73

Previous YearRupees in Lacs

Derivatives Total

3,491 .45 4,725.627,895.52 22,065.37

1 1 ,386.97 26,790.99

531.93 515.08

163.07

352.00

209.211.31-

0.2148.92

192.8226.79

166.03

2,094.15 5,690.27816.69

6,506.96

1,388.10 5,039.42225.01

5,264.43

41.64 1,138.08103.12

1,241.20

98.63 112.677.73

120.40

6 RELATED PARTY DISCLOSURES :Related party disclosures as required by Accounting Standard 18, "Related Party Disclosures", issuedby the Institute of Chartered Accountants of India are given below :-

1 Related Parties and their Relationships :a Holding Company:

Jayant Finvest Pvt. Ltd.

57



Subsidiary Company :Ihsedu Agrochem Pvt. Ltd.Enterprises Controlled by directors/relatives :Enlite Chemical Industries Ltd.Gokuldas K. Udeshi Investement Pvt.Ltd. Innovative Micro Systems Pvt. Ltd.Varun Leasing & Finance Pvt. Ltd.Gokulmani Real Estate Development Pvt.Ltd.Key Management Personnel and their relatives :

Mr Vithaldas G. UdeshiMr Hemant V. UdeshiMr Sudhir V. UdeshiMr.Abhay V. UdeshiDr. Subhash V. UdeshiMr. Dilipsinh G. UdeshiMr. Hitesh J. Udeshi

(Chairman)(Managing Director)(Executive Director)(Executive Director)(Executive Director)(Executive Director)(Relative)

Mr. Mulraj G. UdeshiMr. Jayraj G. UdeshiMr. Bharat M. UdeshiMr.Vikram V. UdeshiMr.Gordhandas H. MulaniMr. Jaysinh V. Mariwala

(Executive Director)(Executive Director)(Executive Director)(Relative)(Director)(Independent Director)

2 The following transactions were carried out with the related parties in the ordinary course ofbusiness :Details relating to parties referred to in items above :

Rupees in Lacs

Purchase of Goods

Receiving of Service

Loan given

Remuneration toManaging Director

Remuneration toExecutive Directors

Remuneration

Balances outstandiat the year end

Finance

Others Liability


Company

-

.

-

--

--

-

*g

147.00(107.00)

-

Associates

-

4.15(1.24)

-

-

-

-

-

-

161.00(161.00)

0.88

Controlledby directors& relatives

-

7.73(7.11)

-

13.48(13.44)

58.07(49.16)

-

_

-

-

Others/Relatives

-

-

8.75

-

-

-

-

0.60

.

-

-

Note :1 The above information, has been reckoned on the basis of information available with theCompany

2 Figures in brackets are in respect of Previous Year.


JA\MT AGRO - ORGANICS LTD.Consolidated Financial Statement

7 Earning Per Share(EPS)

i) Number of Equity Shares of Rs.S/- each fully paid up,ath the year beginning and year end

ii) Net profit for the year after exceptional items -(Rupees)iii) Basic and Diluted Earning per after extraordinary items (Rupees)iv) Extraordinary Item (Refer Note 3 of Schedule 12)

Sales tax of earlier yearsv) Net profit for the year before extraordinary items -(Rupees)

vi) Basic and Diluted Earning per before extraordinary items (Rupees)vii) Nominal value of Equity Share (Rupees)

8 Deferred taxation

i ) Deferred tax assetsa) Expenditure covered by Section 43B

of income tax Actb) On account of unabsorbed business losses and

depreciationc) Others

ii) Deferred tax liabilitya) Excess of depreciation allowable under income tax law

over deprecition provided in accounts.b) Othersc) Charged to General Reserves *

ili) Opening deferred tax liability (Net)

Deferred tax liability (Net)

Year ended31.03.05

6,000,000

60,258,04210.04

20,846,402-

81,104,44413.525.00

As at31.03.05

830,698

3,659,937167,537

4,658,172

6,135,4162,282

-6,137,698

113,705

1,593,231

Year ended31.03.04

6,000,000

2,193,0370.37-

2,678,5984,871,635

0.815.00

As at31.03.04

300,467

8,421,594*

8,722,061

3,827,3082,432

4,348,4928,178,232

657,534

113,705

" The company was exempted from Income tax under Section 10B of Income Tax Act 1961 for one of itsunit till A.Y.2003-04.

Consequently the Company has recognised deferred tax liability on difference of Rs. 1,21,21,232between the opening WDV as on 1st April 2003, of Fixed Assets as per Companies Act, 1956 and as perthe Income Tax Act 1961 of the said unit.

9 There was no impairment loss on Fixed Assets on the basis of review caried out by the Management in accordencewith Accounting Standard 28 issued by the Institute of Chartered Accountant of India.

10 QUANTITATIVE INFORMATION PURSUANT TO PARA 3, 4C, AND 4D OF PART II OF SCHEDULEIV OF THE COMPANIES ACT, 1956

A CAPACITY

1 Castor oil & its derivatives Including refined Castor oil,Oxidized,Dehydrated,Blown,Polymerisedetc.

2 Hydrogenated Castor Oil3 Fatty Acid and its Salt, Easters, Amides Polyamides.Polyols,

and its allied products4 Seed Crushing5 Cake Processing

B ACTUAL PRODUCTION*

1 Castor Oils2 Derivatives3 By-Products4 Others

C OPENING STOCKSFinished Products

1 Castor Oils2 Derivatives3 By- Products4 Others

LICENSEDM.T

50400.00015800.000

38340.000

INSTALLEDM.T.

43000.00018720.000

15576.00090000.00075000.000

PREVIOUS YEARLICENSED INSTALLED

M.T. M.T

50400.00015800.000

38340.000

43000.00018720.000

15576.00090000.00075000.000

QTY.(M.T.) VALUE (Rs.) QTY. (M.T.) VALUE (Rs.)

60472.11625586.90579950.2123858.521

QTY. (M.T.)

3054.195816.447

13108.973434.346

VALUE (Rs.)

121,931,51037,653,57229,383,47712,752,078

201,720,637

30906.08622637.66154933.4013213.341

QTY. (M.T.)

3202.273698462830.05474.330

---.

VALUE (Rs.)

139,895,02233,123,7982,508,334

708,621176,235,775

Work- In-Process 3,218,663 1,642,918

59



•Amounts credited to Rupee Account In India

EARNINGS IN FOREIGN CURRENCYF.O.B. Value of Exports 5,422,086,899

D

E

F

G

H

1

J

K

CLOSING STOCKS1 Castor Oils2 Derivatives3 By- Products4 Others5 Less : Extraordinary item (see note no.3 of Schedule 12)

Work- in-Process

PURCHASES1 Castor Oils2 Diamonds3 Derivatives4 By-Products5 Others

SALES1 Castor Oils2 Diamonds3 Derivatives4 By-Products5 Others

CONSUMPTION OF RAW MATERIALSCastor SeedsCastor OilChemicals

BREAK-UP OF CONSUMPTIONRaw materials and ChemicalsIndigenousImported

Stores and SparesIndigenousImportd

VALUE OF IMPORTS ON C.I.F. BASISChemicalsDiamonds

EXPENDITURE IN FOREIGN CURRENCYRoyaltyTravelling ExpenditureProfessional FeesBrokerage & CommissionMembership & SubscriptionOthers

REMITTANCE IN FOREIGN CURRENCYFOR DIVIDENDFor Final DividendEquity Sharesi Number of non-resident shareholdersii Number of Ordinary shares held by themiii Gross amount of dividendPrefrence Sharesi Number of non-resident shareholdersii Number of Prefrence shares held by themiii Gross amount of dividend

QTY. (M.T.)6009.6121063.315

12060.297130.738

QTY. (M.T.)8790.143

246381.26020.00017.24014.953

66161.155246381.26025359.58380543.1294177.082

QTY. (M.T.)160370.82312887.705

%

99.890.11

100.00

94.205.80

100.00

VALUE (Rs.)217,857,50247,889,12431,289,0022,394,480

(8,303,538)291,126,570

3,192,782

VALUE (Rs.)365,400,570

1,932,831,422993,928176,622445,938

2,299,848,480

2,654,959,6242,024,510,2181,288,486,109

187,253,71055,549,509

6,210,759,170

VALUE (Rs.)2,842,986,476

501,885,70478,364,599

3,423,236,779

VALUE (Rs.)

3,419,447,6473,789,132

3,423,236,779

13,068,527413,784

13,482,311

4,432,9621,760,216,404

VALUE (Rs.)2,243,5351,820,126

908,296106,130,997

510,767692.577

1513,931

911,0003,850'

QTY. (M.T.)3054.195816.447

13108.973434.346

QTY. (M.T.)4744.985

20.000

-

35712.374

22539.35242355.8352853.725

QTY. (M.T.)101019.42110402.395

%

99.880.12

100.00

100.00

100.00

VALUE (Rs.)121,931,51037,653,57229,383,47712,752,078

-201,780,637

3,218,663

VALUE (Hs.)185,780,259

984,560-

165,814

186,930,633

1,422,193,341-

1,105,458,364123,553,57227,892,442

2,679,097,719

VALUE (Rs.)1,781,950,698

389,535,27657,428,330

2,228,914,304

VALUE (Rs.)

2,226,148,2382,766,066

2,228,914,304

5,064,123

5,064,123

1,279,353-

VALUE (Rs.)2,032,7231,321,543

588,88715,663,649

244,749347,527

43,4003400*

-.

2,221,819,883

11 There are no small scale industries undertakings to whom the Company owes a sum exceedingRs.1 lac which is outstanding for more than 30 days during the year.

12 Previous year figures have been recast/re-grouped whereever necessary to conform to Current Year's presentation.

60


JA^ANT AGRO - ORGANICS LTD.Consolidated Financial Statement

Consolidated Cash Flow Statement for the year ended 31 st March 2005

A Cash Flow from Operating ActivityNet Profit before taxAdjustments for :-DepreciationMiscellaneous Expenditure AmortisedProvision for Leave EncashmentInterest Paid(Profit)/ Loss on sales of Fixed AssetSales Tax of erlier yearWealth Tax PaidOperating profit before working capital charges

Adjusted for :-(Increase)/Decrease in Inventories(Increase)/Decrease in Debtors & Other ReceivablesIncrease(/Decrease) in Payables & Other Liabilities

2004-2005RUPEES

74,031,563

17,072,9306,780

868,35438,327,341

32,377

(30,720)130,308,625

(130,163,555)(2,247,498,195)2,043,050,533(204,302,592)

2003-2004RUPEES

2,369,277

12,040,709122,892691,925

20,921,319

(2,678,598)(20,900)

33,446,624

59,390,575(13,420,617)(7,133,979)72.282,603

B Cash Flow form Investing ActivityPurchase of Fixed AssetsSales of AssetsPurchase of Permanent InvestmentsNet Cash from /(used in) Investing Activity

(31,876,451)25,000(5.000)

(31,856,451)

(124,849,913)

(124,849,913)

C Cash Flow from Financing ActivitiesProceeds from BorrowingInterest PaidDividend and Dividend Tax Paid

Net Cash from/fused in) Financing Activity

279,219,896(38,327,341)(2,369,063)

238,523,492~

93,282,836(20,921,319)(6,786,000)

65,575,517~


Cash & Cash equivalentAt the Beginning of the year

At the end of the year

2,364,449

25,501,050

27,865,499

13,008,207

12,492,843

25,501,050



T.P.OSTWAL(Partner)M.No.30848


S.V.UDESHIDirector


H.V.UOESHIManaging Director


A.V UDESHIDirector

OR.S.V.UDESHIDirector

61


IHSEDU AGROCHEM PVT. LTD.

DIRECTORS' REPORT

The Shareholders,Ihsedu Agrochem Pvt. Ltd.

Your Directors have pleasure in submitting their Fifth Annual Report together with the Audited Accountsof the Company for the year ended 31st March, 2005.

1. FINANCIAL RESULTS :(Rupees in Lacs)

Gross profit (Loss) before interest,depreciation and taxLess : Interest

DepreciationProfit / (Loss) before taxLess : Provision for taxation

Deferred tax liabilityProfit / (Loss) after taxBalance brought forwardBalance carried to balance sheet

Year EndedMarch 31 ,2005

502.85

89.7057.55355.6027.0020.90307.70(53.86)253.84

Year EndedMarch 31,2004

(35.39)

16.8814.04

(66.32)_„

_i26J561_(39.66)14.20

153JJ61

PERFORMANCE:

Your Directors are happy to report that during the first full year of production, your Company hasachieved the turnover of sales and services of Rs.8,178.95 lacs and the profit after tax wasRs.307.70 lacs. Jayant Agro-Organics Ltd. - the parent company - is one of the largest consum-ers of castor oil in the country, and your Directors thank them for their continued support.

EXPANSION :

The Company's Crushing Unit started functioning from January 2004. The Unit is functioningsatisfactorily. Further, the Company has chalked out expansion plans for its crushing unit to increase the existing crushing capacity.

DIVIDEND :

In order to conserve the resources for expansion, your Directors have not recommended anydividend for the year ended 31st March, 2005.

FIXED DEPOSITS :

As on 31st March, 2005, the Company has not accepted any deposit from public.

DIRECTORS :

In accordance with the provisions of the Articles of Association of the Company, Mr. Dilipsinh G.Udeshi is retiring by rotation and being eligible offers himself for re-appointment.

62



7. PARTICULARS OF EMPLOYEES :

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 are Nil.

8. AUDITORS :

The members are requested to re-appoint M/s Ostwal Desai and Kothari (Regd.) the retiringAuditors of the Company and to authorise the Board of Directors to fix their remuneration. Theretiring Auditors have furnished a Certificate of their eligibility for re-appointment pursuant toSection 224 (1B) of the Companies Act, 1956.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

The particulars required under Section 217 (1) (e) of the Companies Act, 1956, read with theCompanies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 areannexed to this Report as Annexure "A".

10. EARNING OF FOREIGN EXCHANGE AND OUTGO :

During the year, the Company made an export and earned foreign exchange of Rs. 105.46 lacs(previous year Rs. 1304 lacs).

11. DIRECTORS RESPONSIBILITY STATEMENT :

As required under Section 217 of the Companies Act, 1956, the Directors hereby confirm that :

1) in the preparation of the annual accounts, applicable accounting standards have beenfollowed along with proper explanation relating to material departures.:

2) the Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the said period.:

3) the Directors have taken proper and sufficient care for the maintenance of adequate ac-counting records in accordance with the provisions of the Companies Act, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and otherirregularities to the best of their knowledge and ability.:

4) the Directors have prepared the annual accounts on a going concern basis.


Place : Mumbai VITHALDAS G. UDESHIDate : 28th June, 2005. CHAIRMAN

63



ANNEXURE "A" TO DIRECTORS' REPORT

Statement of particulars under Companies (Disclosure of Particulars) in the Report of Board of DirectorsRules 1988.

A. CONSERVATION OF ENERGY

Energy conservation measures taken:-The commercial production commenced only in January 2004

a Power & Fuel consumption 2004-2005 2003-2004

1.(i) ElectricityPurchased Units

Total Amount (Rs.in Lacs)Rate/Unit Rs.)

(ii) Own generationThrough Diesel Generator

49,06,335

2,50,61,4655.10

2,50,61,465

39.575.42

2. Fuel ConsumptionCastor Meal (MT)Total Amount (Rs. in Lacs)Rate/Unit (Rs.)

b Consumption per unit of castor seedCrushing (MT)Electricity (Per MT)Fuel Consumption (Per MT)

B. TECHNOLOGY ABSORPTION

75,83.1631,44,08,309

1900.00

1011.1018.72

1851.18

FORM "B"a Research & Developmentb Technology Absorption, Adoption and Innovation NIL

C. FOREIGN EXCHANGE EARNING AND OUTGO :Earning and Outgo.Details of Foreign Exchange outgo and earnings etc., are shown in notes 3 h. I and 3.h. Jrespectively of notes to accounts. Members are requested to refer to these notes.

Place : Mumbai.Date : 28th June, 2005.


VITHALDAS G. UDESHICHAIRMAN

64



AUDITORS' REPORT

ToThe Members ofIHSEOU AGROCHEM PRIVATE LIMITED

We have audited the attached Balance Sheet of IHSEDU AGROCHEM PRIVATE LIMITED as at 31stMarch 2005 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on thatdate annexed thereto. These financial statements are the responsibility of the company's management.Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with Auditing Standards generally accepted in India. ThoseStandards require that we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement. An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in the financial statements. Anaudit also includes assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation. We believe thatour audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Governmentof India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex heretoa statement on the matters specified in paragraph 4 and 5 of the said order.

3. Further to our comments in the annexure referred to in paragraph (2) above

a. we have obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit;

b. in our opinion, the Company has kept proper books of account as required by Law, so far, asappears from our examination of those books;

c. the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by thisreport are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt withby this report comply with the Accounting Standards referred to in sub-section (3C) of the section211 of the Companies Act, 1956.

e. on the basis of the written representations received from the directors of the company, taken onrecord by the Board of Directors, we report that none of the directors is disqualified as on 31st

March, 2005 from being appointed as a director in terms of clause (g) of sub-section (1) of section274 of the Companies Act, 1956.

f. in our opinion and to the best of our information and according to the explanations given to us, thesaid accounts read with the notes thereon, give the information required by the Companies Act,1956, in the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

(i) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2005

(ii) in the case of the Profit and Loss Account, of the Profit for the year ended on that date and

65



(iii) in the case of the Cash Flow Statement of the cash flows for the year ended on that date.


CHARTERED ACCOUNTANTS

T. P. OSTWALMUMBAI (PARTNER)DATED: 28th June, 2005. M.No30848

ANNEXURE TO THE AUDITORS' REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE ON THE FINAN-CIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2005 OF IHSEDU AGROCHEM PRIVATELTD

On the basis of such checks as we considered appropriate and in terms of the information and expla-nations given to us, we state that:-

i (a) The Company has generally maintained proper records showing particulars, including quantita-tive details and situation of fixed assets;

(b) The Company has a program for physical verification of fixed assets at periodic intervals. In ouropinion, the period of physical verification is reasonable having regard to the size of the Companyand the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off any of its fixed assets so as to affect its going concern.

ii(a) As explained to us, inventories have been physically verified by the management at reasonableintervals during the year.

(b) In our opinion and according to the information and explanations given to us, The procedures ofphysical verification of stocks followed by the management is reasonable and adequate in relationto the size of the Company and the nature of its business;

(c) In our opinion and according to the information and explanations given to us, the Company ismaintaining proper records of its inventory. The discrepancies noticed on verification between thephysical stocks and the book records, which were not material, have been properly dealt with in thebooks of account;

iii. According to the information and explanations given to us, the Company has neither taken norgranted any loan, secured or unsecured, from / to companies, firms or other parties listed in theregister maintained under Section 301 of the Companies Act, 1956.Accordingly sub clause(b),(c),and (d) are not applicable.

66



iv. In our opinion and according to the information and explanations given to us, there are gener-ally adequate internal control procedures commensurate with the size of the Company and thenature of its business with regard to purchase of inventory, fixed asset's and with regard to thesale of goods and services. During the course of our audit, we have not observed any continu-ing failure to correct major weakness in internal controls.

v. (a) To the best of our knowledge and belief according to the information and explanations given tous, the transactions that need to be entered in the register maintained under Section 301 of theCompanies Act,1956, have been so entered. Sub clause (b) is not applicable to the Company.

vi. In our opinion and according to the information and explanations given to us, the Company hasnot accepted any deposits from the public.

vii In our opinion, the company has an internal audit system commensurate with the size and thenature of it business.

viii The Central Government has not prescribed the maintenance of cost records under Section209 (1)(d) of the Companies Act, 1956 (1 of 1956), hence the question of maintaining themdoes not arise.

ix In respect of Statutory dues:

a. According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax,Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax Cess and other Statutory dueshave been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2005 for a period more than six months from thedate on which becoming payable.

b According to the records of the Company, there are no dues of Sales Tax ,Income Tax,Custom Duty, Wealth Tax, Excise Duty, Service Tax and Cess which have not been depositedon account of any dispute.

x The Company has not been registered for period not less than five years and hence the provisions of clause 4(x) of the Companies (Auditors Report) Order, 2003 are not applicable toCompany.

xi In our opinion and according to the information and explanations given to us, the company hasnot defaulted in repayment of dues to financial institutions and banks.

xii In our opinion and according to the information and explanations given to us, the Company hasnot granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Thereforeclause 4(xiii) of the Companies (Auditor's Report) Order 2003 it not applicable to the Company.

67


IHSEDU AGROCHEM PVT. ffl).

xiv In our opinion and according to the information and explanations given to us, the Company is notdealing in or trading in shares, securities, debentures, and other investments. Accordingly, theprbvisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable tothe Company.

xv The Company has not given guarantee for loans taken by others from any bank or financialinstitutions and hence the provisions of clause 4(xv) of the Companies (Auditors Report) Order,2003 are not applicable to the Company .

xvi In our opinion the term loan has been applied for the purpose for which it was raised.

xvh. In our opinion and according to the information and explanations given to us, and on an overallexamination of the Balance Sheet of the Company, we report that no funds raised on a short termbasis have been used for long term investment.

xviii According to the information and explanations given to us, the Company has not made any pref-erential allotment of shares to parties and companies covered in the register maintained underSection 301 of the Companies Act, 1 956 during the year.

xix in our opinion and according to the information and explanations given to us, the Company hasnot issued any secured debentures during the year. Accordingly, the provisions of clause 4(xix) ofthe Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xx During the period covered by our audit report, the Company has not raised any money by publicissues.

xxi According to the information and explanations given to us, during the year, no fraud on or by theCompany, has been noticed or reported during the course of our Audit.



T.P. OstwalMumbai (Partner)Dated : 28th June, 2005. M.No. 30848

68



BALANCE SHEET AS AT 31st MARCH 2005,


SECURED LOANS 3

TOTAL

APPLICATION OF FUNDSFIXED ASSETS 4Gross BlockLessiDepreciationNet Block

Capital Work in Progress

INVESTMENTS 5

NET DEFERRED TAX

CURRENT ASSETS , LOANS AND ADVANCES 6InventoriesSundry DebtorsCash and Bank BalancesOther Current AssetsLoans and Advances

LESS: CURRENT LIABILITIES AND PROVISIONS 7Current LiabilitiesProvisions

NET CURRENT ASSETS

MISCELLANEOUS EXPENDITURE(To the extent not written off or adjusted)Preliminary ExpensesPROFIT AND LOSS ACCOUNT

TOTAL

RUPEES

55,000,00025,389,499

105,000.000

185,389,499

124,309,7047,582,542

116,727,162

12,231,635128,958,797

502,990

509,505

40,584,625181,588,041

3,368,54043,606

21,136,080246,720,892

188,076,4553,263,410

191,339,865

55,381,027

37,180-

185,389,499

AS AT31.03.2004

RUPEES

55,000,0005,583

99,024,747

154,030,330

111,062,1481 ,827,770

109,234,378

4,366,777113,601,155

497,990

2,599,777

75,588,888232,408

1 ,305,295-

15,946,67793,073,268

60,858,691313,375

61,172,066

31,901,202

43,9605,386,246

154,030,330NOTES TO ACCOUNTS AND ACCOUNTING POLICIES 1 2

AS PER OUR REPORT OF EVEN DATEFor OSTWAL DESAI & KOTHARI


T.P.OSTWAL(Partner)M.N0.30848


V.G.UDESHIChairman

J.G.UDESHIDirector


D.G.UDESHIDirector

69



PROFIT AND LOSS ACCOUNT FOR THE

INCOME

Sales & Services

Other Income

lncrease/(Decrease) in Stocks

TOTAL

EXPENDITUREConsumption of Raw Materials

Purchase of Finished Goods

Personnel Cost

Manufacturing and Other Expenses

Interest to Banks Term Loan

Interst to Banks (Others)

Depreciation

TOTAL

PROFIT/(LOSS) BEFORE TAXLess : Provision for TaxationLess/Add : Deferred Tax Liability/Assets

PROFIT AFTER TAX

Balance brought forward from previous year

BALANCE CARRIED TO BALANCE SHEET

EARNING PER SHARE(Face Value of Rs. 10 per Share - See note 3 ( f ) )Basic and Diluted earning per Share


AS PER OUR REPORT OF EVEN DATEFor OSTWAL DESAI & KOTHARI




YEAR ENDED 31 ST MARCH 2005

PREVIOUSYEAR

SCHEDULE RUPEES RUPEES

817,895,314 174,559,975

8 717,949 638,158

9 29,923,610 (2,402,244)

848,536,873 172,795,889

682,296,037 120,959,261

40.552,182 36,005,125

10 7140,313 1,836,220

11 68,263,158 17,534,546

5,598,632 903,432

3,371,345 784,799

5,754,772 1 ,404,355

812,976,439 179,427,738

35,560,434 (6,631,849)2,700,0002,090,272 2,665,841

30,770,162 (3,966,008)

(5,386,246) (1,420,238)

25,383,916 (5,386,246)

5.59 (0.72)

12


V.G.UDESHIChairman

J.G.UDESHIDirector

D.G.UDESHIDirector

70


IHSEDl AGROCHEM PVT. LTD.


SCHEDULE 1: SHARE CAPITAL

AUTHORISED60,00,000 Equity Shares of Rs.10/- each

RUPEES

6,00,00,000

AS AT31.03.2004

RUPEES

6,00,00,000

ISSUED55,00,000 Equity Shares of Rs.10/-each 55,000,000 55,000,000

SUBSCRIBED AND PAID UP55,00,000 Equity Shares of Rs.10/-each Fully paid up

Note : 55,00,000 Equity Shares are held by the holding CompanyJayant Agro-Organics Limited and its nominees.

55,000,000

55,000,000

55,000,000

55,000,000

SCHEDULE 2: RESERVES AND SURPLUS

GENERAL RESERVE

Balance as per Last Balance Sheet

BALANCE IN PROFIT AND LOSS ACCOUNT

5,583

25,383,916

25,389,499

5,583

5,583

SCHEDULES: SECURED LOAN

From BanksExport CreditTerm LoanOthers

Notes

1. Export Credit is Secured by Hypothecation of stocks.exportbills and receivables and collaterally secured by all other fixedassets.

2. Term loan is secured by of hypothication of Plant andMachinery and other Fixed Assets - (Present & Future) andequitable mortgage of Land and Building , factory premises.(Installment due within a year Rs.1,00,00,000/- P.Y.Rs.1,00,00,000/-.)

3. AH the loans reflected above,are guaranteed by all theDirectors personally and also by the corporate guarantee ofholding company.

4. Other Loans are secured against hypothecation of Vehicles(Installment due within a year Rs. Mill P.Y. Rs. 2,16,6997-)

65,000,00040,000,000

105,000,000"

48,808,04850,000,000

216,69999,024,747

71

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7,22

0,93

9

10,7

72,8

69

90,2

55,0

62

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242

324,

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96

111,

062,

148

1,41

7,83

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RU

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2,83

9,16

2

10,2

70,0

74

20,9

50

117,

370

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13,2

47,5

56

109,

644,

315

AS

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31.0

3.20

05R

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7,22

0,93

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13,6

12,0

31

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525,

136

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192

441,

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1,80

5,99

6

124,

309,

704

111,

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87,0

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384,

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1,82

7,77

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423,

415

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385,

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5,09

5,79

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43,9

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57,5

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171,

570

5,75

4,77

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1,40

4,35

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RU

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472,

987

6,26

0,57

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186,

349

106,

573

556,

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7,58

2,54

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1,82

7,77

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RU

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7,22

0,93

9

13,1

39,0

44

94,2

64,5

65

517,

843

334,

837

1 ,2

49,9

34

116,

727,

162

109,

234,

378

12,2

31,6

35

AS

AT

31.0

3.20

04R

UP

EE

S

7,22

0,93

9

10,6

85,8

40

89,0

90,2

85

540,

816

274,

994

1,42

1,50

4

109,

234,

378

4,36

6,77

7

a s 3




SCHEDULE 5: INVESTMENTS

Non Trade Investment (At Cost)Government and Other Securities(Unquoted)7 Years National Saving Certificate(Deposited with Sales Tax Department)

Equity Shares- UnquotedG4 Software Technologists (India) Ltd.13,105 Equity Shares of Rs.10/- each fully paid.

TOTAL

RUPEES

5,000

497,990502,990

AS AT31.03.2004

RUPEES

497,990497,990

SCHEDULE 6: CURRENT ASSETS,LOANS & ADVANCES

InventoriesRaw Materials, Chemicals and Packing MaterialsFinished ProductsStores-Spares and Consumable

Sundry Debtors(Unsecured.considered good)Less than Six Months

Cash and Bank BalancesCash on HandBalances with Scheduled Banksin Current Accountsin Fixed Deposit

Other Current AssetsAccrued Interest on Fixed Deposit

Loans and Advances(unsecured,considered good)Advances against Capital ExpenditureDeposits with Government and othersAdvances recoverable in cash or in kindor for the value to be receivedAdvance Income-tax (including T.D.S)

TOTAL

5,563,65030,373,4484,647,527

40,584,625

181,588,041181,588,041

846,163

1,022,3771,500,000

3,368,540

43,60643,606

2,537,6813,756,595

12,080,6232,761,181

21,136,080

246,720,892"

72,689,401449,838

2,449,64975,588,888

232,408232,408

276,684

1,028,611

1,305,295

71,2753,756,595

11,716,902401,905

15,946.677

93,073,268

Note : Loans and advance includes amount due from the Company under same management amounting toRs.1,07,00,000/ (P.Y. Rs.1,07,00,000/-) maximum amount due during the year Rs. 1,07,00,000/-

73



Schedules annexed to and forming part of Accoumts

SCHEDULE 7: CURRENT LIABILITIES AND PROVISIONSCurrent LiabilitiesSundry CreditorsAdvance from Holding CompanyBank account overdrawnOther Libilities

ProvisionsFor TaxationFor Leave encashment

TOTAL

RUPEES

21,349,975105,286,42761,069,715

370.338188.076,455

2,700,000563,410

3,263,410

191,339,865"


24,779,07135,672,256

282,188125,176

60,858,691

313,375313,375

61,172,066

SCHEDULE 8 : OTHER INCOMESales of LicenceRefunds and ClaimsInterest (T.D.S. Rs. 11,5297- P.Y. Rs. Nil)Interest Subsidy

SCHEDULE 9 : INCREASE/(DECREASE) IN STOCKSOpening StocksFinished goods

TOTAL (A)Closing StocksFinished goods

TOTAL (B)

lncrease/(decrease) in finished goods (B-A)

SCHEDULE 10:PERSONNEL COST

Salary, Wages,Bonus etc.Contribution to Provident Fund.Gratuity Fund and OthersLeave EncashmentStaff Welfare Expenses

91,473189,71855,135

381,623717,949

449,838

449,838

30,373,448

30,373,448

29,923,610

6,200,671616,192253,68569,765

7,140,313

PREVIOUSYEAR

RUPEES

632,5405,618

638,158

2,852,082

2,852,082

449,838

449,838

(2,402,244)

1,399,786140,244213,01783,173

1,836,220

74



Schedules annexed to and forming part of Accoumts

SCHEDULE 11:MANUFACTURING & OTHER EXPENSESJob work ChargesRent, Rates and TaxesConsumption of Stores sparesConsumption of Packing MaterialsPower and FuelRepairs & ManitenancesBuildingMachineryOthersInsuranceFreight, Coolie and CartageStorage chargesBrokerage and Commission on PurchaseBrokerage and Commission on SalesMiscellaneous ExpensesSales Tax and Excise dutyDonationPayment to Auditor'sFor Audit feesTax Audit feesTaxationPreliminary Expenses written off

TOTAL

SCHEDULE 12: NOTES FORMING PART OF THE ACCOUNTS

RUPEES

3,728,734535,795

6,938,6356,399,000

24,176,170

146,6262,851,595

142,1281,067,493

13,293,11272,000

657,5412,687,2195,180,700

54,130

192,850.82,65050,0006.780

68,263,158

PREVIOUSYEAR

RUPEES

4,212,14799,35975,28881,411

5,409,178

200,12187,924

804,9812,256,991

128,633189,846315,321

3,315,23525,3306,001

189,00081,00050,0006,780

17,534,546

1 The Company is a Subsidiary of Jayant Agro-Organics Limited. As at 31 March,2005, JayantAgro-Organics Limited holds 100% of the equity shares of the Company.

2 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

A BASIS OF ACCOUNTINGThe Financial statements are prepared under historical cost convention, on the accrual basis ofaccounting in accordance with applicable mandatory accounting standards issued by the Institute ofChartered Accountants of India and relevant presentational requirements of fhe CompaniesAct, 1956.

B FIXED ASSETSFixed assets are carried at the original cost of acquisition and include all incidental expenses relatedto a acquisition and installation ofthe concerned Assets.

C DEPRECIATIONDepreciation on assets is provided on Stright Line Method at the rates prescribed in Schedule XIV ofthe Companies Act. 1956

D INVESTMENTSLong term Investments are stated at cost.

E INVENTORIESa Rawmaterial and Packing Materials are valued at cost.b Finished products are valued at cost or net realisable value whichever is lower. The cost includes

cost of production and expenses incurred in putting the goods in their present location andcondition,

c By-Products are valued at net realisable value.

75



d Cost is determined on First-in-First out basis.

F RECOGNITION OF REVENUEa Export sales are accounted on F.O.B. basis.b Refund and Claims are accounted as and when admitted by the concerned authorities.

G FOREIGN CURRENCYCurrent assets and liabilities related to foreign currency remaining unsettled at the year end aretranslated at the year end rate and differences in translation is recognised in the Profit & LossAccount.

H RETIREMENT BENEFITSa Provision for leave encashment is based on year end leave balanceb None of the employees have completed the minimum period of employment as required by the

Gratuity Act for the entitlement of Gratuity

I TAXES ON INCOMEa Provision for tax for the year comprises estimated current income-tax determined to be payable in

respect of taxable income and deferred tax effect of timing differences representing thedifference between taxable and accounting income that originate in one period and are capableof reversal in one or more subsequent periods. Deferred Tax is measured based on the tax ratesand the tax laws enacted or substantively enacted at the Balance Sheet date.Deferred tax assetsare recognised only to the extent that there is reasonable certainty that sufficient future taxableincome will be available against which such deferred tax assets can be realised.

The charge for current tax is calculated in accordance with the relevant tax regulations.

J EARNINGS PER SHAREThe earnings considered in ascertaining the Company's EPS comprises the net profit after tax.The number of shares used in computing Basic EPS is the weighted average number of sharesoutstanding during the year.

3 NOTES FORMING PART OF ACCOUNTSa There are no small scale industries undertakings to whom the Company owes a sum exceeding

Rs.1 lac which is outstanding for more than 30 days during the year.b Estimated amount of contracts remaining to be executed on Capital Accounts amounts to

Rs 40,15,400/- (P.Y.Rs.2,82,620/- )Previous Year

c Director's Remuneration Rupees RupeesWholetime Directors Remuneration 2,964,000 2,220,000Perqusites 185,017 162,942Provident Fund 252,000 222,000

3,401,017 2,604,942

Computation of Net Profit under Section 349 and Section 198(1) of the Companies Act. 1956.Profit before taxation 35,560,434 (6,631,849)ADD: Managerial Remunaration 3,401,017 2,604,942

Depreciation under the Companies Act 5,754,772 1,404,355Book loss on sale of assets 44,716,223 (2,622,552)

Less: Depreciation under Section 350 of the Act 5,754,772 1,404,355Amortosation of leasehold land

Net Profit in accordance with Section 198 of the Act 38,961,451 (4,026,907)

Commission thereon @1% to Wholetime Director 389,615Within the limits of maximum amount payable

76



SEGMENTAL REPORTINGThe Company is engaged in single segment business of manufacturing various grades of CastorOils and is consequently, not subject to segment reporting.

RELATED PARTY DISCLOSURES : (As identified by the Management)Related party disclosures as required by Accounting Standard 18, "Related Party Disclosures",issued by the Institute of Chartered Accountants of India are given below :-a List of related parties(i) Holding Company :

Jayant Agro-Organics Ltd.(ii) Enterprises Controlled by directors/relatives :

Gokulmani Real Estate Development Pvt.Ltd.Udeshi Corporation

(iii) Key Management Personnel and their relatives :Mr. Vithaldas G.Udeshi Chariman /Execitive DirectorMr. Jayraj.Udeshi Excutive DirectorMr. Mulraj Udeshi Excutive DirectorMr. Bharat Udeshi Excutive DirectorMr. Dilipsinh Udeshi Excutive DirectorMr. Hitesh Udeshi Relative

Details relating to parties referred to in items above :Rupees in Lacs

Transaction during the yearSale of Goods

Processing of Goods

Purchases

Receiving of Services

Loan given

Remuneration

Balances outstanding atthe year end

Share capital owned

Finance

Deposits

Others Liability


Company

4,723.93(1,781.03)

881.75(175.58)

3.90(356.63)

---

.

-

550.00(550.00)

1 ,052.86(356.72)

---

CONTROLLED

BY DIRECTORS

& RELATIVES

-

-

-

-

-

-

0.90(0.29)

-

.

-

--

107.00(107.00)

0.88

KeyManagement

Personnel

---------

34.01(26.05)

----

_

Others/Relatives

-----

-

8.75

0.60-

--

Note : 1 The above information, has been reckoned on the basis of information available with the Company.2 Figures in brackets are in respect of Previous Year.

77



Deferred Tax Assets1 Expenditure covered by Section

43B of Income-tax Act, 1961.2 Unabsorbed Business Loss &

Depreciation under Income-taxAct, 1961.

Total Deferred Tax Assets

Deferred Tax Liabilities1 Excess of depreciation allowable

under Income-tax Act, 1961 overdepreciation provided in accounts.

2 Excess of Preliminary expensesallowed under Income-tax Act,1961.

Total Deferred Tax Liabilities

Net Deferred Tax Asset

222,352

6,259.714

6,482,066

5,970,279

2,282

5,972,561

509,505

cf

1

2

3

4

g

EARNING PER SHARE (EPS)

Number of Equity shares of Rs. 1 0each fully paid up, at the year beginningand year end

Net profit for the year after Taxation

Basic and Diluted Earnings per Share

Nominal Value of Equity Shares

DEFERRED TAXATION


5,500,000

30,770,162

5.59

10.00

As atMarch 31, 2005

Rupees

Year endedMarch 31 , 2004

5,500,000

(3,966,008)

(0.72)

10.00

As atMarch 3 1,2004

Rupees

114,576

6,381,005

6,495,581

3,893,372

2,432

3,895,804

2,599,777

h IMPAIRMENT OF ASSETSThere was no impairment loss on Fixed Assets on the basis of review carried out by the Management inaccordance with Accounting Standard 28 issued by the Institute of Chartered Accountants of India.

4 QUANTITATIVE INFORMATION PURSUANT TO PARA 3, 4C, AND 4D OF PART II OFSCHEDULE VI OF THE COMPANIES ACT, 1956

PREVIOUS YEARLICENSED INSTALLED LICENSED INSTALLED

M.T M.T. M.T. M.TNot Applicable 90,000 Not Applicable 90000

A CAPACITY

Seed Crushing

Cake Processing

B ACTUAL PRODUCTION

Castor Oil

Not Applicable 75,000 Not Applicable 75000

QTY. (M.T.) VALUE (Rs.) QTY. (M.T. ) VALUE (Rs.)

17686.424 - 2532.512

78



By-Products

Note:1. Production procured from

other is shown in actual production.

Note:2. Production is net of Consumption.

C OPENING STOCKS

Finished ProductsCastor Oils

By- Products

12894.551

11.447 449,838

449,838

2954.204

74.300

45.733

2,719,456

132,626

2,852,082

D CLOSING STOCKS

Finished ProductsCastor Oils

By- Products

E PURCHASESCastor OilS

By- Products

F SALESCastor Oils

By- Products

G CONSUMPTION OF RAW MATERIALS

Castor Seeds

Chemicals

H BREAK-UP OF CONSUMPTIONRawmaterlals

Indigenous

Imported

824.896

366.682

29,412,407

961,041

30,373,448

1111.270

249.840

40,135,400

416,782

40,552,182

17964.918 681,782,743

12776.755 23,967,989

705,750,732

38224.115 668,030,334

14,265,703

682,296,037

% VALUE (Rs.)

99.96

0.04100.00

682,041,451

254,586

682,296,037

11.447

QTY. (M.T.) VALUE (Rs.) QTY. (M.T.)

791.180

3371.960

2705.292

5804.973

100.00

100.00

I VALUE OF IMPORTS ON C.I.F. BASIS

Chemicals 254,586

J EXPENDITURE IN FOREIGN CURRENCYTravelling Expenses

Brokerage and Commission 36,604

K EARNINGS IN FOREIGN CURRENCY

F.O.B. Value of Exports 10,546,735

°revious year figures are re-grouped and re-arranged to conform to current year's classification.

449,838

449,838

VALUE (Rs.)

36,005,125

36,005,125

148,603,925

8,398,227

157,002,152

118,173,554

2,785,707

120,959,261

VALUE (Rs.)

120,959,261

120,959,261

499,951

130,383,069

79



BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

I. Registration DetailsRegistration No. [ 1 |- | 1 |2| 4 | 0 | 4 ] 8 | State Cod^_Qj_

Balance Sheet Date | 3| 1 | | 0| 3| | 2 | 0 | 0 | 5 |

II. Capital Raised during the year (Amount in Rs. Thousand)"III. Position of Mobilisation and Deployment of Funds

(Amount In Rs. Thousands)Total Liabilities

I 1 1 8 I 5 I 3 T 8 ] 9]

Sources of FundsPaid-up Capital| 5 | 5 | 0 I 0 | 0 |

Secured LoansI H o l s i o i o T o l

Application of FundsNet Fixed AssetsI 1 | 2 | 8 | 9 1 5 T T |

Net Current Assets| S | 5 | 3 | 6 | 1 |

Accumulated LossesI- I N I U L I - I

Total Assets| 1 | 8 | 5 | 3 | 8 | 9|

Reserves & Surplus| 2 | 5 | 3 | 8 | 9 |

Unsecured LoansI L

Investments| 0 | 5 | 0 | 3 |

Misc. Expenditure| 0 | 3 | 7 |

Deferred Tax Assets5| 0| 9|

IV. Performance of Company (Amount in Rs. Thousands)Turnover Total ExpenditureI 8 | 4 | 8 | S | 3 | 6 |

Profit/Loss before TaxI 3 I 5 | 5 | 6 | Q l

Earning per Share in Rs.| 5 | | 5 | 9 |

9 | 7| 6|

Profit/Loss after Tax| 3 | 0 | 7 | 7 | 0 |

Dividend rate %

LEIV. Generic Names of Three Principal Products/Services of Company.

(As per monetary terms)Item Code No. (ITC Code)

[TJ3|1 |5 |3 |0 | . |030]


Production Description

[Castor Oil Refined |



V.G.UDESHIChairman

J.G.UDESHIDirector


D.G.UDESHIDirector

80



Consolidated Cash Flow Statement for the year ended 31 st March 2005

A Cash Flow from Operating ActivityNet Profit before taxAdjustments for :-

DepreciationMiscellaneous Expenditure AmortisedProvision for Leave EncashmentInterest Paid

Operating profit before working capital charges

Adjusted for :-(Increase)/Decrease in Inventories(Increase)/Decrease in Debtors & Other ReceivablesIricrease(/Decrease) in Payables & Other Liabilities

2004-2005RUPEES

35,560,434

50,541,998

35,004,263(186,588,642)127,217,76426,175,383

2003-2004RUPEES

(6,631,849

5,754,772

6,780250,035

8,969,977

1 ,404,3556,780

213,017

1 ,688,231

(3,319,466)

(62,776,352)11,310,21755,651,269

865,668

B Cash Flow form Investing ActivityPurchase of Fixed AssetsPurchase of Permanent Investments

Net Cash from /(used in) Investing Activity

(21,112,414)(5,000)

(21,117,414)

(114,011,092)

114,011,092

C Cash Flow from Financing ActivitiesIncrease in CapitalProceeds from BorrowingInterest Paid

Net Cash from/fused in) Financing Activity

5,975,253(8,969,977)

(2,994,724)

22,500,00093,504,149

1,688,231

114,315,918


Cash & Cash equivalentAt the Beginning of the year

A i the end of the year

2,063,245

1,305,295

3,368,540

1,170,494

134,801

1,305,295



T.P.OSTWAL(Partne )M.No.30848


J.G. UDESHIDirector

MumbaDated : 28th June 2005

D. G. UDESHIDirector

81

Ave

rage

Cas

tor

See

d P

rice

(Mar

ket

yard

)

U)

OH |


JAYANT AGRO-ORGANICS LTD.— —Leadership through/ Innovation/— —

Corporate Office' Akhandanand', 38, Marol Co-operative Industrial Estate,

Off. M. V. Road, Sakinaka, Andheri (East), MUMBAI-400 059 . INDIA.Tel: ++91-22-56970470 Fax: ++91-22-56970474

E-Mail: [email protected] Website: www.jayantagro.com

JAYANT AGRO-ORGANICS LTD,

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