jvl agro industries limited notice · to re-appoint mr. dina nath jhunjhunwala, director (din ......

NOTICE

Notice is hereby given that the 26th Annual General Meeting of the members of JVL Agro Industries Limited will be held on Friday, September 25, 2015 at 3.00 P.M. at Hotel Radisson, The Mall, Cantonment, Varanasi (U.P.), India to transact the following business:

ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Balance Sheet

as on March 31, 2015 and Statement of Profit & Loss for the year ended on that date and the report of Directors’ and Auditor’s thereon.

2. To declare a Dividend on equity shares for the financial year ended on March 31, 2015.

3. To re-appoint Mr. Dina Nath Jhunjhunwala, Director (DIN 00189195) who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules 2014, and pursuant to recommendation of Audit Committee of the Board of Directors M/s Singh Dikshit & Company, Chartered Accountants, the retiring auditor of the company who have furnished the eligibility certificate under section 141 of the Companies Act, 2013 be and is hereby re-appointed as Statutory Auditor of the Company from the conclusion of this Annual General Meeting of the Company until the conclusion of next Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors in consultation with Audit Committee, exclusive of travelling and other out of pocket expenses.”

SPECIAL BUSINESS:5. To approve the remuneration of the Cost Auditors for the

financial year ending March 31, 2016 and in this regard to consider and, if thought fit, to pass, with or without modification(s), following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Mr. Sudhir Saxena, Cost Accountant (S.K. Saxena & Co., C/o 11, Shanti Nagar, Nai Sarak, Gwalior, Madhya Pradesh) who was appointed as Cost Auditors by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2016, be paid the remuneration of H50,000/- plus out of pocket expenses incurred for traveling, lodging and other expenses in connection with conducting the cost audit as recommended by the audit committee be and is hereby ratified and confirmed.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts & take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

6. To adopt new Article of Association of the Company containing regulations in conformity with the Companies Act, 2013 and in this regard to consider and, if thought fit, to pass, with or without modification(s), following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 5 and 14, Schedule I made thereunder read with Companies (Incorporation) Rules, 2014 and all other applicable provisions of the Companies Act, 2013 (including any

JVL AGRO INDUSTRIES LIMITEDRegd. Off: Jhunjhunwala Bhawan,Nati Imli, Varanasi-221001 (U.P.)

Tele: +91-542-2595930-32; Fax: +91-542-2595941 e-mail: [email protected] ; website: www.jvlagro.com, www.jhoola.com

(CIN L15140UP1989PLC011396)

statutory modification(s) or re-enactment thereof, for the time being in force), the new set of Articles of Association pursuant to the Act based on the form of Table F under the Act as submitted to this meeting be and is hereby approved and adopted in substitution, and to the entire exclusion, of the articles contained in the existing Articles of Association of the Company.”

“RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board be and is hereby authorized to do such acts, deeds and things as it may, in its absolute discretion, deem necessary and expedient to settle all questions, difficulties or doubts arising at any stage in this regard without requiring the Board to secure any further

consent or approval from the members of the Company and intend that they shall be deemed to have given their approval expressly by the authority of this resolution.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Place: Varanasi By order of the Board of DirectorsDate: August 25, 2015 Sd/- Kartik Agrawal Company Secretary

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH A PROXY/PROXIES NEED NOT BE A MEMBER OF THE COMPANY.

A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. The instrument appointing a proxy should, however, be deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting.

2. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to special business to be transacted at the meeting annexed hereto.

3. In terms of Sections 107 & 108 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and read with clause 35B of the Listing Agreement, the Company is providing its members the facility to exercise their right to vote at the meeting by electronic means on any or all of the businesses specified in the accompanying Notice. Necessary arrangements have been made by the Company with CDSL to facilitate e-voting. E-voting is optional and members shall have the option to vote either through e-voting or in person at the General Meeting.

The procedure and instructions for voting through electronic

means are as follows:-

A. In case of Shareholders receiving e-mail from CDSL:

(i) The remote e-voting period begins on 22/09/2015 at 9:00 A.M. and ends on 24/09/2015 at 5:00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 18/09/2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com during the voting period.

(iii) Click on “Shareholders” tab.

(iv) Select the “JVL AGRO INDUSTRIES LIMITED” form the drop down menu and click on submit

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the EVSN selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform.

Note: It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this notice.

(xii) Click on the EVSN for the relevant JVL Agro Industries Limited on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm

your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the voting page.

(xviii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Note for Institutional Shareholders:

• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporate.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details they have to create a compliance user using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders), and

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the folio number/member ID in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the number of shares in the Dividend Bank details field.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an e-mail to [email protected].

(xx) GENREAL INSTRUCTIONS :

• Commencement of e-voting: From 9:00 A.M. on 22/09/2015

End of e-voting: Up to 5:00 P.M. on 24/09/2015

• During the e-voting period, Shareholders of the Company, holding shares as on the cut-off date (record date) 18/09/2015 either in physical form or in dematerialized form may cast their vote electronically. The E-voting module shall be disabled by CDSL for voting thereafter.

The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on (record date) of 18th September, 2015

(xxi) The Company has appointed Mr. Adesh Tandon, Practicing Company Secretary (Membership No. F2253 and Certificate of Practice No.1121), as ‘Scrutinizer’ to scrutinse the e-voting in a fair and transparent manner. The Scrutinizer shall, within a period of not exceeding three working days from the conclusion of the e-voting period, unblock the votes in the presence of at least two witnesses, not in employment of the Company and make Scrutinizer’s Report of the votes cast in favour of or against, if any, forthwith to the Chairman of the Company.

(xxii) Kartik Agrawal, Company Secretary e-mail: [email protected] has been designated for the purpose of registering complaints by investor, pursuant to clause 47(f) of the Listing Agreement.

(xxiii) The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in

electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

(xxiv) Facility for voting, either through electronic voting system or ballot or polling paper shall also be made available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting shall be able exercise their right at the meeting.

(xxv) The members who have cast their vote by remote e -voting may also attend the meeting but shall not be entitled to cast their vote again.

4. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

5. Members/Proxies should fill the attendance slip for attending the meeting. Members who hold shares in dematerialized form are requested to bring their client ID and DP ID numbers for easy identification for attendance at the meeting.

6. The company has notified closure of register of members and share transfer books of the company from 19th September 2015 to 25th September 2015 (both days inclusive).

7. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to inform the change of their registered address to our Registrar Transfer agent (RTA), M/s MCS Share Transfer Agent Ltd. at its office at F-65, 1st Floor, Okhla Indl. Area, Phase 1, New Delhi 110 020 by quoting their folio number.

8. Company’s equity shares are listed at Bombay Stock Exchange & National Stock Exchange.


EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”)

ITEM NO.5

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of Mr. Sudhir Saxena, Cost Accountant (S.K. Saxena & Co., C/o 11, Shanti Nagar, Nai Sarak, Gwalior, Madhya Pradesh) as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2016 at a remuneration of H50,000/- plus out of pocket expenses incurred for traveling, lodging and other expenses in connection with conducting the cost audit.

In accordance with the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No.5 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2016.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.5 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No.5 of the Notice for approval by the shareholders.

ITEM NO.6

The Articles of Association (“AoA”) of the Company is presently in force since its incorporation of the Company i.e. year 1989. The existing Articles of Association are in line with the erstwhile Companies Act 1956, which are thus no longer in full conformity with the Companies Act, 2013 (’New Act’). The New Act is now largely in force and substantive sections of the Act which deal

with the general working of companies stand notified. With the coming into force of the Act several articles of the existing Articles of Association of the Company require alteration / deletions. Given this position, it is considered expedient to wholly replace the existing Articles of Association by a new set of Articles. It is thus expedient to adopt new set of Articles of Association (primarily based on Table F set out under the Companies Act, 2013), in place of existing Articles of Association of the Company instead of amending the Articles of Association by alteration/incorporation of provisions of the Companies Act, 2013. Hence the Board of Directors at its meeting held on August 25, 2015 decided to adopt new set of Articles in place of existing Articles of Association of the Company and seek shareholders’ approval for the same. In terms of section 5 and 14 of the Companies Act, 2013, the consent of the members by way of special resolution is required for adoption of new set of Articles of Association of the Company. Your approval is sought by voting via e-Voting/polling in terms of the provisions of inter-alia, Section 14 of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014. A copy of the proposed set of new Articles of Association of the Company would be available for inspection for the members at the Registered Office of the Company during the office hours on any working day, except Saturdays, between 11.00 a.m. to 6.00 p.m. None of the Directors, Key Managerial Personnel of Company and their relatives are concerned or interested in the said resolution.


PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL (Joint shareholders may obtain additional slip at the venue of the meeting).

DP ID* ...................................................................................... Folio No............................................................................

Client ID* ................................................................................... No. Of Shares....................................................................

NAME AND ADDRESS OF THE SHAREHOLDER

I hereby record my presence at the 26th Annual general Meeting of the company held on 25th September 2015 at 3.00 P.M. at Hotel Radisson, The Mall, Cantonment, Varanasi (U.P.) India

..............................................................*Applicable for shareholders holding shares in electronic form Signature of shareholder/Proxy

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ATTENDANCE SLIP



(CIN L15140UP1989PLC011396)

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Proxy FormForm No. MGT-11

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

(CIN L15140UP1989PLC011396)Name of the company: JVL Agro Industries Limited

Registered office: Jhunjhunwala Bhawan, Nati Imli, Varanasi – 221001 (U.P.) India

Name of the member (s) :

Registered address :

E-mail Id:

Folio No/ *Client Id :

*DP ID :

I/We, being the member (s) of ................................................................... shares of the above named company, hereby appoint:

1. Name :Address : E-mail Id : Signature : .......................................................... , or failing him



as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 26th Annual General Meeting of the Company, to be held on the 25th day of September 2015 at 3.00 P.M. at Hotel Radisson, The Mall, Cantonment, Varanasi (U.P.) India and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

1. To consider and adopt audited financial statement, reports of the Board of Directors and Auditors. (Ordinary Resolution)

2. To declare a Dividend on equity shares for the financial year ended on March 31, 2015. (Ordinary Resolution)

3. To re-appoint Mr. Dina Nath Jhunjhunwala, Director who retires by rotation. (Ordinary Resolution)

4. Re-appointment of Statutory Auditor of the Company. (Ordinary Resolution)

5. To approve the remuneration of Cost Auditor. (Ordinary Resolution)

6. To adopt new set of Articles of Association of the company. (Special Resolution)

Signed this ..................... day of .................20.............

Signature of shareholder

Signature of Proxy holder(s)

AffixRevenueStamp

Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. A Proxy need not be a member of the Company.

3. A person can not act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10 % of the share capital of the Company carrying voting rights. A member holding more than 10 % of the share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

4. This is only optional. Please put a “X” in the appropriate column against the resolution indicated in the box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

5. Appointing a proxy does not prevent a member from attending the meeting in person if he wishes.

6. In the case of joint-holders, the signature of any one holder will be sufficient, but names of all the joint-holders should be stated.

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POLLING PAPER

ASSENT / DISSENT FORM FOR VOTING ON AGM RESOLUTIONS1. Name(s) & Registered Address : of the sole / first named Member2. Name(s) of the : Joint-Holder(s), if any3. i) Registered Folio No. : ii) *DP ID No. & Client ID No. [*Applicable to Members holding shares in dematerialized form]4. Number of Share(s) held:5. I / We hereby exercise my / our vote in respect of the following resolutions to be passed for the business stated in the Notice of the

26th Annual General Meeting dated September 25, 2015, by conveying my / our assent or dissent to the resolutions by placing tick (√) mark in the appropriate box below:

S. No.

RESOLUTION No. of Shares

I / We assent to (FOR)

I / We dissent to (FOR)

Ordinary Business

1. Adoption of Financial Statements for the financial year ended March 31, 2015 and Reports of Board of Directors and Auditors thereon.

2. Declaration of dividend on equity shares for the financial year ended 31st March, 2015

3. Appointment of a director in place of Mr. D.N. Jhunjhunwala, who retires by rotation and being eligible, offers himself for reappointment

4. Appointment of M/s Singh Dikshit & Co., Chartered Accountants, Varanasi as Statutory Auditors of the Company and to fix their remuneration.Special Business

5. To approve the remuneration of the Cost Auditors for the financial year ending March 31, 2016

6. To adopt new set of Articles of Association of the Company in line with the Companies Act, 2013

Place: ..................................................Date: Signature of the Member or Authorized RepresentativeNotes: (i) If you opt to cast your vote by e-voting, there is no need to fill up and sign this form.

(ii) Last date for receipt of Assent/Dissent Form by the Scrutinizer: September 23rd, 2015 (6.00 pm).

(iii) Please read the instructions printed overleaf carefully before exercising your vote.



(CIN L15140UP1989PLC011396)

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Dear Shareholder,

RE: Green Initiative in Corporate Governance: Go Paperless

The Ministry of Corporate Affairs (‘Ministry’) has taken a “Green Initiative in Corporate Governance” by allowing paperless compliances by companies through electronic mode. In accordance with the recent circulars bearing no. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011 issued by the Ministry, companies can now send various notices /documents (including notice calling Annual General Meeting, Audited Financial Statements, Directors’ Report, Auditors’ Report etc) to their shareholders through electronic mode, to the registered e-mail addresses of the shareholders.

It is a welcome move for the society at large, as this will reduce paper consumption to a great extent and allow public at large to contribute towards a greener environment.

This is also a golden opportunity for every shareholder of JVL AGRO INDUSTRIES LIMITED (the Company) to contribute to the Corporate Social Responsibility initiative of the Company. Please note that the Company will send future communications including Annual Reports etc. in electronic mode to your e-mail ID.

We therefore invite you to contribute to the cause, by requesting you that:

1. If your shares are in electronic mode, kindly update your e-mail Id with your Depository Participant, and

2. If your shares are in physical mode, kindly register your e-mail-Id with our RTA MCS Share Transfer Agent Limited by sending a letter at following address:

MCS SHARE TRANSFER AGENT LIMITED OR JVL AGRO INDUSTRIES LIMITEDF-65, Ist Floor, Jhunjhunwala BhawanOkhla Industrial Area, Phase-I, Nati ImliNew Delhi- 110020 Varanasi – 221001, U.P.

Kindly note that if you still wish to get a hard copy/physical copy of all the communications, the Company undertakes to provide the same at no extra cost to you. In case you desire to receive the above mentioned documents in physical form, you are requested to send an e-mail to [email protected] or send a letter at the above mentioned address.

The form for registering your e-mail Id is enclosed (Only for Physical shareholders).

Thanking You.For JVL Agro Industries Limited

Sd/-(Kartik Agrawal)Company Secretary



(CIN L15140UP1989PLC011396)

E-COMMUNICATION REGISTERATION FORM(Unit: JVL AGRO INDUSTRIES LTD.)

To.........................................................................................................................................................................................

Dear Sir/Madam,

RE: Green Initiative in Corporate Governance

I agree to receive all communication from the Company in electronic mode. Please register my e-mail id in your records for sending communication through e-mail.Folio No. / DP ID & Client ID : ............................................................................................................................................

Name of 1st Registered Holder : ............................................................................................................................................

Name of Joint Holder(s) : ............................................................................................................................................

.............................................................................................................................................

Registered Address : ............................................................................................................................................

.............................................................................................................................................

.............................................................................................................................................

E-mail ID : ............................................................................................................................................

Date: .....................................Signature of the first holder ..................................................

Important Notes:

1) On registration, all the communications will be sent to the e-mail ID registered in the folio/DP ID & Client ID.

2) The form is also available on the website of the company www.jvlagro.com.

3) Shareholders are requested to keep company informed as and when there is any change in the e-mail address. Unless the e-mail Id given hereunder is changed by you by sending another communication in writing, the company will continue to send the notices/documents to you on the above mentioned e-mail ID.

4) If shares held in electronic mode, kindly register your e-mail id with your DP and

5) You can also e-mail us on [email protected].

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JVL Agro Industries LimitedRegistered Office

Jhunjhunwala Bhawan, Nati ImliVaranasi 221001 (U.P.), India

P: +91-542-2595930/31/32, F: +91-542-2595941E: [email protected], W: www.jvlagro.com

CIN: L15140UP1989PLC011396

saal ek shuruaat anek!

JVL AGRO INDUSTRIES LIMITED

ANNUAL REPORT

142015

Corporate identity04

Our business model22

Being socially responsible35

Corporate governance report61

Financial highlights06

Better than the others26

Corporate information36

Financial section75

Our journey over the years08

Management discussion and analysis27

Director’s profile37

Managing director’s review12

Risk management33

Directors’ report38

Forward-Looking StatementIn this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements, written or oral, that we periodically make, contain forward-looking statements that set out anticipated results based on management’s plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion relating to future performance of the Company

We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Saal ek.In 2014-15, JVL Agro Industries Limited reported profitable growth. Our revenues increased by 1.23% inspite of fall in oil prices in the international markets while profit after tax strengthened by 2.24%.

However, the big message that we wish to send out to our stakeholders is that the real performance of the year under review lies in the initiative taken by the Company, the true outcome of which will manifest in the years to come.

Shuruaat

JVL’s real achievement of 2014-15 revolved around various back-end initiatives, the true impact of which will only manifest in the years to come.

Through a widened portfolio. Through an enhanced capacity. Through a foray into newer regions. Through backward integration.

With the objective to emerge as a sustainably profitable company by addressing the growing appetite of a resurgent India.

anek!

15.53(in kilogram) quantum of vegetable oil consumed per capita in India

23.73(in kilogram) global average quantum of vegetable oil consumed per capita

The projected increase in vegetable oil demand in India if per capita consumption increases by 1 kg is 1.27 MT leading to a growth of 8-9% assuming population to remain stagnate.

1.27(in billion) the consumer base in India, the second largest in the world

JVL Agro Industries Limited’s story is not merely one that is unfolding within its manufacturing facilities.

It is unfolding across India.

Across kitchens. Dining tables. Retail stores.Markets. Mindsets.

With just one underlying message.

People saying...

It is around this simple health-based aspiration that we are transforming JVL Agro Industries Limited.

From being a processed oils company to a one-stop processed foods organisation.

From being a products-oriented company to a products-cum-infrastructure company.

From a single-country presence to a multi-country operation.

From addressing rural and suburban palates to becoming a preferred brand across economic classes.

From a regional presence to a pan-India footprint.

“We wish to eat safer and healthier.”

2 | JVL Agro Industries Limited Annual Report, 2014-15 | 3

JVL Agro Industries Limited.

The Company behind the brands available in the most densely populated states of India.

The Company behind the brands addressing 5% of the country’s processed oil basket.

The Company that is a market leader in key processed oil categories.

Who we areIncorporated in 1989 by Founder-Promoter, Mr. D. N. Jhunjhunwala, JVL Agro is one of the fastest growing edible oil processing companies in India (capacity of 3,000 TPD).

What we doAt JVL Agro, we are engaged in the manufacture of refined soyabean oil, refined palm oil, refined sunflower oil, refined cotton seed oil, vanaspati along with mustard oil and bakery shortening agents. The Company is also producing rice from its mill in Bihar with a production capacity of 60,000 TPA.

Where we areHeadquartered in Varanasi, the Company has manufacturing facilities located at various locations across India.

JVL Agro has a subsidiary company and an operational cum supply chain management office in Singapore.

The Company’s shares are listed and actively traded on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

Awards and accreditations• All JVL Agro plants and products comply with national food quality standards like FSSAI; all its plants are ISO 9001:2008-certified.

• The Company was recognised as the ‘Fastest Growing Vanaspati’ brand in 2006

• The Company was ‘Emerging Company of the Year’ 2007 by Globoil

• Mr. S.N. Jhunjhunwala, Managing Director, was conferred the ‘Globoil Man of the Year 2008’ award

• Mr. D.N. Jhunjhunwala, Chairman, was awarded the ‘Globoil India Legend 2011’ award

• The Company is in process of getting Kosher & Halal Quality Certification for making its products exportable to middle east countries.

MissionTo extend leadership from saturated fats to the entire vegetable oils segment in the first stage and to agro-based premium food products thereafter, from being present in a single region in India to acquiring a global manufacturing and marketing presence.

VisionTo delight the consumer through a complete portfolio of vegetable oils and other FMCG products through continuous research and development, leading to single-stop convenience.

Brand• Jhoola • Payal • Royal

Variants • Steamed • Par-boiled

• White rice

Rice

Brand• Jhoola • Shankar • Royal

Variants • Kachchi ghani

• Pakki ghani

Mustard oil

Brand• Jhoola • Payal • Royal

Variants• Olein • Soyabean • Cotton

seed • Palm • Sunflower

Refined oil

BrandJhoola

VariantsVanaspati Ghee

Vanaspati

BrandJhoola

Bakery shortening

Our products and brands

Products Product variant Brand name Manufacturing locations Capacity

Vanaspati Vanaspati Ghee, Bakery Shortening

Jhoola Naupur (Uttar Pradesh) and Dehri-on-sone (Bihar) 1,65,000 TPA

Refined Oil Olein, Soyabean, Cotton Seed, Palm and Sunflower

Jhoola, Payal and Royal

Naupur (Uttar Pradesh), Dehri-on-sone (Bihar), Alwar (Rajasthan) and Haldia (West Bengal)

6,00,000 TPA

Mustard Oil Kachchi ghani and Pakki ghani

Jhoola, Shankar and Royal

Alwar (Rajasthan) 1,20,000 TPA

Rice Steamed, Par Boiled and White Rice

Jhoola, Payal and Royal

Rohtas (Bihar) 60,000 TPA


How JVL performed in 2014-15

2014-15 versus 2013-14

FY 2015 revenue break-up (products) (in J crore)

Vanaspati

Refined oil

Mustard oil

10/11 11/12 12/13 13/14 14/15

12.9

2

12.0

3

11.6

4

11.3

6

10.7

1

Fixed asset:turnover ratio

10/11 11/12 12/13 13/14 14/15

0.55

0.55

0.49

0.44

0.45

Debt-equity ratio

10/11 11/12 12/13 13/14 14/15

203.

00 289.

80 381.

38 455.

86

500.

36

Gross block (H crore)

Our initiativesEdible oils• Commissioned a sunflower oil processing plant at the Haldia unit.

• Launched ‘Royal’, the premium mustard and soyabean oil brand.

• Proposed to set up an edible oil refinery in Pipavav

(Gujarat), inclusive of a cotton seed crushing facility

• Proposed to set up a manufacturing capacity in Assam for producing refined oil, crushing mustard seeds and manufacturing cosmetics and rice.

Processed foods• Launched the Royal brand of rice

Food infrastructure• Proposed to set up a Mega Food Park in Bihar, one of the first in Eastern India.

Cosmetics• Proposed unit to manufacture cosmetics in Assam.

273.83234.54

2,740.32

J62.632014-15

J61.26 2013-14

PAT (crore)

J4,403.882014-15

J4,350.472013-14

Revenues (crore)

J123.792014-15

J123.97 2013-14

EBIDTA (crore)

2.812014-15

2.852013-14

EBIDTA margins (%)

1.422014-15

1.41 2013-14

Net margins (%)

J78.872014-15

J80.012013-14

Cash profit (crore)


Our journey over the last 25 years

2008 2009 2010 2011 2015• Commenced production from the rice mill in Bihar.

• Clocked the highest profits in its history (H62.63 crore) despite slow growth in sales and sharp fall in oil prices in international markets.

• Commissioned a sunflower oil processing plant at its Haldia Unit and launched a branded sunflower oil in the market.

• Entered the premium segment with the launch of a new brand ‘Royal’ for refined and mustard oils.

2014• Garnered all-time high revenues of H4,405 crore.

• Extended into other processed food segments by establishing a rice mill in Bihar with a capacity of 60,000 TPA.

• Consolidated its growth by focusing on optimum utilisation of assets and curtailing interest costs.

• Laid the foundation for the next round of growth in other processed food segments.

2013• Achieved a topline of H3,500 crore.

• Set out to establish a rice mill and a cement unit in Rohtas, Bihar.

• Received an approval in principle from the Ministry of Food Processing in December 2013 for the Mega Food Park project promoted by the Company.

2012• Increased mustard seed crushing capacity to 400 MTPD, solvent extraction to 450 MTPD and storage capacity of mustard seed by 6,400 MT at the Alwar unit.

• Commenced production from the Company’s biggest unit, at Haldia.

• Introduced refined oil in Eastern India.

Listed on the National Stock Exchange of India Limited.

Commenced development of the Haldia unit with 1,200 TPD refining capacity, captive power plant and oleo chemical section.

• Commenced commercial production from the Bihar unit.

• Introduced products in Jammu and Kashmir, Himachal Pradesh and West Bengal.

• Commissioned an edible oil refinery/ saturated fats unit in Bihar.

• Commenced production from a new refinery in UP.

• Initiated de-oiled cake exports.

2007

• Emerged as the first UP based vanaspati manufacturer to commission a 3-MW power plant.

• Formed a wholly-owned Singapore-based subsidiary under JVL Overseas PTE Ltd.

• Introduced products in the North-Eastern states.

2006

• Acquired Rajasthan-based mustard oil seed crushing and refining plant.

• Invested in Adamjee Extraction, Sri Lanka, to import saturated fats under the Jhoola brand.

• Sold products in the states of UP, Bihar, Jharkhand, Madhya Pradesh, Uttaranchal and Chhattisgarh.

2005

Introduced a fractionation unit with a capacity of 200-TPD.

2000

Increased vanaspati production capacity to 200 TPD.

1999

• Operationalised a 60-TPD refined oil unit at Jaunpur.

• Forayed into crude soyabean and palmolein oil segments.

1995

Switched from legacy chemical method to modern mechanical method for vanaspati processing.

1993

Achieved a production of capacity of 100-TPD at the Varanasi facility.

1990

Commenced production with a manufacturing capacity of 25-TPD.


From one product manufacturer in 2005-06, the Company has now

become a multi-product manufacturer over the years.

Our cooking


Managing Director’s reviewA question and answer session with Mr. S. N Jhunjhunwala, the MD of the Company

increased the number of premium oil brands within our portfolio.

We introduced our own rice brand during the course of the year, leveraging the established brand of our vegetable oil products, the full impact of which will reflect in the financials in 2015-16. The result is that the non-edible oil proportion of our revenues increased by H4.43 crore during the second half of the financial year under review.

The big message that one needs to send out is that after decades of servicing India’s suburban and rural markets, we are moving towards premiumisation. The true impact of these moves will be manifested through enhanced margins and profits from 2015-16 onwards.

Q: What other big message you wish to send out to the shareholders? A: The other big message is that we continued to accelerate our evolution from a vegetable oils company into an FMCG organisation. Over the last decade, JVL Agro Industries Limited strengthened its intangibles – its sales channels, its brands, its sectoral knowledge and its vendor relationships. The time has come for the Company to leverage two of its biggest assets – its brand and its distribution network. The Jhoola brand enjoys top-of-the-mind recall across 40% of the Indian landmass. Our distribution network covers 19 states and nearly 60% of the country’s population. The Company recognised that these two building blocks would allow us to market more products with speed and cost-competiveness. This is precisely the direction that the Company is now headed in. The result is that we are rapidly growing the non-

vegetable oil component of our business over the foreseeable future through calculated forays into dairy, corn and wheat processing segments.

Q: Why are these initiatives relevant? A: There is a transition sweeping the country even as we speak. This transition is the result of a number of concurrent realities and developments – the rise of the electronic media, increased incomes, enhanced aspirations, a willingness to extend beyond traditional diets, an openness to use new cooking media beyond the traditional ones, a growing recognition of the fact that unbalanced diets can lead to lifestyle diseases and a growing desire to buy branded products. At JVL Agro Industries Limited, we could have selected to remain a vanaspati company. The reality is that vanaspati accounted for no more than 6.22% of our revenues during the financial year under review.

The other big message that we intend to send out is that we could have conveniently remained an edible oils company focused on one oil. Instead, we have evolved into a multi-product edible oils company. We are now engaged in premiumising our portfolio while at the bottom of our product pyramid are vanaspati and palm oil while at the apex are sunflower and soyabean oils, making it possible to address the needs of every consumer segment.

Most corporates would have been content with this transition but not JVL Agro Industries Limited. The Company embarked on its next evolutionary stage – from processed oils to processed foods. The proportion of foods in our revenue mix is only 0.10% today but over the

next five years, we expect to increase this to 20%, thereby strengthening our revenues growth, margins, profits and overall de-risking.

Q: In what other ways is the Company focused on capturing prevailing opportunities? A: Perhaps the biggest initiative at JVL Agro Industries Limited is centered round the Mega Food Park. It is our conviction that one of the most attractive sectors to invest in India is the food processing sector. India is the second largest producer of vegetable in the world. However, only 6% of the food grown in the country is processed today, significantly lower than some of the developed markets. The country’s food processing sector is intrinsic to national growth and development; it strengthens the case for the organised sector that leads to upstream (farmer) and downstream (consumer) benefits. It also enhances agricultural value-addition and standardisation and facilitates a transfer of wealth from the urban to the rural.

The Indian Government has done well to capitalise on this reality. Attractive fiscal incentives have been offered by the Central and State Governments including capital subsidies, tax rebates, depreciation benefits, as well as reduced customs and excise duties for processed food and relevant machinery. The Central Government has been incentivising the creation of a cutting-edge processing infrastructure which has, in turn, driven the growth of JVL

Agro Industries Limited over the last few years. The time has come for the Company to leverage the prevailing governmental support to ascend to the

next league – through the creation of a full-fledged Mega Food Park within a vegetable-rich pocket of the country. The proposed food park that JVL Agro Industries Limited intends to launch will represent a seamless ecosystem (farm to fork), comprising processing plants, downstream consumption industries, ancillary (banking among others) businesses, and effluent treatment infrastructure. It is our conviction that the creation of such an infrastructure will be catalytic for our business – it will provide us with the opportunity to locate a number of processing plants within the complex and will enable us to lease such facilities to other companies as well. We foresee that India will be littered with such hubs across the coming decades and our first-mover advantage in this niche will make it possible for us to extend this concept across various states before others.

Q: How is this project expected to unfold?A: We expect that this H125 crore project will be commissioned over the next three years. The project will not only generate attractive financial returns for JVL Agro Industries Limited but unleash a host of opportunities by making it possible to commission world-class food processing facilities within the organised realm at relatively lower costs.

Q: Were you pleased with the performance of the Company in 2014-15?A: The financial year 2014-15 was all about consolidation, wherein we focused on maximising asset utilisation, increasing our throughput, strengthening our operational efficiencies and attempting to grow our margins and profits. A number of shareholders will be surprised that despite such a proactive mindset, the Company reported relatively flat topline growth. The reality is that the industry was marked by a decline in average realisations for most edible oil manufacturers, which translated into muted topline growth of around 10% increase in tonnage.

Q. What were some of the positives of the Company’s working during the year under review?A: There were a number of positive developments during the year under review, the effects of which were not immediately visible in our working but will progressively manifest themselves in stronger financials in the years to come.

We were able to increase the sweating of our production capacities in 2014-15, which made it possible to generate higher operating efficiencies and amortise our fixed costs more effectively.

We enhanced the visibility of our sunflower and soyabean oil brands during the course of the year and

The reality is that vanaspati accounted for no more than 6.22% of our revenues during the financial year under review.


Q. What are some of the other initiatives undertaken by the Company to strengthen the business?A: One of the decisive initiatives undertaken by our Company during the last financial year was acquiring the approval related to setting up a vegetable oil refining capacity in Ethiopia. At JVL Agro Industries Limited, we are convinced that Africa is today where India was about 20 years ago – with

one difference. Africa will catch up with the future faster than India had taken. Companies that invest proactively in the continent will be able to understand consumer needs quicker, launch demand-centric products, and strengthen their foothold in a relatively under-branded market – basically shrinking the learning curve faster.

The approval for setting up a vegetable oil plant in Ethiopia last year was perhaps the only instance of such a license being awarded to an Indian food processing corporate. The land was allotted to a wholly-owned subsidiary. This decision will make it possible for us to achieve a number of things – de-risk the Company from an overdependence on a single country and enter new geographies just when their growth curve begin to swell. Thus making it possible for us to extend our full range of Indian products to Africa.

Q: How does the Company intend to widen its pan-Indian presence? A: During the year under review, JVL Agro Industries Limited acquired 12.5

acres of land at the Pipavav port in Gujarat to commission its next plant (7.5 acres adjacent to the port and 5 acres inside the port). We are optimistic that this will open up a completely new growth avenue. We will import raw oils, process this at the port and use existing linkages to transfer the oil to key consumption pockets within the hinterland. We shall also be crushing cotton seed at this plant.

Assuming that this plant will be operational over the next three years, we acquired an edible oil processing capacity in Gujarat on a job-work basis with the objective to seed the market and establish a sales and distribution network even before the plant becomes operational. This is a tried and tested strategy which ensures that at least 50% of our throughput is in place even before the plant commences commercial production.

Besides, we intend to commission an oil, chemical and rice processing facility in Guwahati, the permission for which we expect to get soon. This initiative will represent a forward integration, a conscious divergence from our present business model where we serve byproducts that are sold to prominent FMCG brands. Once we commission the plant, we will directly manufacture cosmetics. Even as this is uncharted territory for us, we are optimistic on account of the cost benefits available to us on the one hand and the governmental incentives in Assam on the other, expected to translate into an

attractively low breakeven point from day one. We are optimistic of introducing reasonably priced cosmetic products addressing the middle-class, thereby democratising the market.

Q: What is the outlook for the Company? A: At JVL Agro Industries Limited, we are targeting a 15-20% growth in throughput and a 3% increase in EBIDTA margin over the next two years provided all market conditions remain stable. One of the things that we would like our shareholders to note is that we have progressively de-risked the Company even as we have grown in size and stature. In the last two years, we have repaid H48.90 crore in terms loans, strengthening our debt-equity ratio from 0.49 to 0.45. Over the next two years, we expect that our working capital cycle will decline, reducing our interest outflow. We intend to enhance our profitability through a stronger product mix on the one hand and prudent use of government incentives on the other.

Q: Why do you think the valuation of JVL Agro Industries Limited has been low for years?A: This is something that has been a cause of concern. Despite the management having grown the Company’s financials while de-risking them, the Company’s discounting has under-performed the broad edible oil sector. We wish to communicate to shareholders that the JVL Agro management will continue to widen its portfolio and premiumise the product mix with the conviction that the volume-value interplay will enhance revenues, margins and profits, enhancing value in the hands of our shareholders.

In the last two years, we have repaid H48.90 crore in terms loans, strengthening our debt-equity ratio from 0.49 to 0.45.

JVL Agro Industries Limited. Making a case for reconsidering the valuation of the Company.

Net worth as on March 31, 2015: H557 crore

Cash balances as on March 31, 2015: H413 crore

Cumulative net profits in the last five years: H291 crore

Revenue increase over the last five years: H2,200 crore

Debt-equity ratio (long and short-term): 0.45

Capital expenditure incurred over the last five years: H243 crore

Years of uninterrupted dividend payouts: 10

Capacity expansion over the last four years: 4,05,000 TPA to 9,45,000 TPA Subsidy earned

over the last four years: H143 crore

Net fixed assets of as on March 31, 2015: H411 crore

Years of management experience in the edible oils industry: 30

Years of uninterrupted profitability: 10

Manufacturing locations across the country: 5

Our rich fundamentals


Saal ek. Shuruaat anek!

AT JVL AGRO, EVEN AS WE

GENERATED A SIZEABLE

H4,403.88 CRORE IN REVENUES

IN 2014-15, EVERY SINGLE

RUPEE WAS EARNED OUT OF

INDIA.

The JVL management believes that the time has

come to leverage our rich sectoral understanding and

extend beyond India. Africa appears to be an ideal

destination for its demographic similarities with India.

Right now, with a couple of country exceptions,

Africa’s population density is relatively low. The

continent’s overall population is expected to more

than quadruple over just 90 years, an astonishingly

rapid growth that will make Africa more important

than ever. And it is not just that there will four times

the workforce, four times the resource burden and

four times as many voters. The rapid growth itself will

likely transform political and social dynamics within

African countries and their relationship with the rest

of the world.

Subsequently, the Company embarked on

commissioning a vegetable oil refinery in Ethiopia

(Africa). As a means to this end, the Company

acquired a 12,500 acre plantation on lease during

the fiscal under review.

This plant (production capacity 500 TPD) will not

only increase the present capacity by 16.67% but

will also establish JVL’s identity as a first-mover

within India’s processed oils space to commission a

plant in Africa.

This proactive step will allow the Company to be at

the right time and the right place to capitalise on

emerging opportunities.

AT JVL, IT’S TIME FOR



WIDENING OUR INDIAN

OVER THE LAST COUPLE OF

DECADES, JVL AGRO GREW OUT

OF ITS VARANASI LOCATION

AND SPREAD ITSELF ACROSS

DIFFERENT LOCATIONS IN

INDIA, COVERING 40% OF

THE NATIONAL LANDMASS

AND 60% OF THE COUNTRY’S

POPULATION.

During the year under review, JVL Agro made a

significant extension in its presence.

The Company decided to commission a refinery near

Pipavav (Gujarat) port, its second port-based plant

(after Haldia).

The decision will make it possible for the Company to

import raw oils for onwards processing at the port and

market finished products across western and northern

India for the first time in its history.

The plant, expected to go on stream over the next

three years, expects to generate H1,500 crore of

annual revenues, once operationalised.



DIVERSIFY TO DRIVE

JVL AGRO BEGAN

AS A VANASPATI

MANUFACTURING

COMPANY THAT

PROGRESSIVELY

EVOLVED INTO

A ONE-STOP

EDIBLE OIL

ORGANISATION.

Thereafter, the Company evolved its personality to enter the processed foods and

ancillary infrastructure creation verticals.

In 2014-15, JVL Agro laid out plans to enter the niche cosmetics space with a

proposed manufacturing facility in Assam.

The business does not represent an unrelated diversification; it represents a

synergic extension for a number of pertinent reasons.

The major byproducts generated from the processing of edible oils are being

marketed by the Company to cosmetic majors for onward manufacture.

Going ahead, the Company intends to process these byproducts to churn out

reasonably priced cosmetics, democratising the market, capturing a large slice of

the value chain and de-risking its business.

The niche addressed by the Company represents a lucrative $ 30.03 billion

global opportunity by 2020; this strategic diversification will allow the Company

to make the most of it.


Our business model

JVL has one of the largest edible oil capacities at a single port-based location in India (Haldia, 1,200 TPD). The Company has grown its capacity more than 100-fold since inception from 25 TPD in 1990-91 to 3,000 TPD as of March 31, 2015, one of the largest in its space. It now plans to add another 500 TPD over the next couple of years.

Economies-of-scaleThe edible oil business is largely volume-driven with thin margins. This makes it imperative to cut costs. JVL Agro invested in building capacities, which helped leverage economies-of-scale and amortise a large proportion of its fixed costs.

The Company manufactures 1.8 million HDPE jars per annum and 4.2 millions tins per annum (along with handles and caps for containers). The Company is self-sufficient as far as power requirements are concerned.

Integrated approachJVL has channelised a cumulative H243 crore over the past five years towards operational integration. In 2007, the JVL invested in a 3-megawatt captive power plant at Varanasi. The entire packaging process is also taken care of in-house.

Jhoola is a market leader in Bihar and UP. The proportion of revenues earned from branded product sales constituted 77.97% of the total sales garnered during the 2014-15 fiscal.

BrandThe JVL Agro brand stands for ‘safety’ and ‘health’. Over the years, it has invested in conforming to the strictest quality and hygiene, parameters across its entire portfolio.

The Company strengthened its market preference by offering a wide range of SKUs – from 200 millilitres to 5 kilograms to 15 kilograms.

Product basket A key determinant of success in the FMCG business is sales velocity. JVL widened its product basket with the objective to address a range of customers – from mass to premium. From two products in 2005-06, the Company has emerged as a multi-product player.


The contribution of mass and semi-premium segment to the Company’s total revenue mix increased at a CAGR of 19.21% over the five years leading to 2014-15.

Value-for-money propositionThe target consumers of the Indian edible oil manufacturers are mostly price-conscious middle and lower middle-class consumers, who desire quality products at affordable prices. JVL Agro restructured its pricing strategy to address the needs of this growing segment.

JVL increased its network from 4,000 dealers in 2013-14 to 7,000 dealers in 2014-15. More than 50% of the dealers have been working with the Company for five years or more.

Deep-rooted distribution networkIn India’s competitive FMCG industry, product availability ensures success. JVL has, over the years, made prudent investments in creating a widespread distribution channel, covering more than 1 lac retail outlets across India.

The tangible results of

JVL’s business model

Our evolving personality

VanaspatiEdible oil processing

Processed food

Infrastructure (Mega Food

Park)

Cosmetics

Production volumes increased by 133.33% from 4,05,000 TPA in FY11 to 9,45,000 TPA in FY15

Premium oil output increased by 122.22% from 1,350 TPD in FY11 to 3,000 TPD in FY15

Total sales increased by 101.94% from H2,180.79 crore in FY11 to H4,403.88 crore in FY15

Dealer network increased from ~1,700 dealers in FY11 to ~7,000 dealers in FY15, an increase of 312%

The Company’s revenues increased from H2,180.79 crore in FY11 to H4,403.88 crore in FY15

The Company’s profit after tax increased from H50.02 crore in FY11 to H62.63 crore in FY15

The Company’s focus on enhancing internal efficiencies and achieving operational integration enabled it to generate incremental returns on capital employed from (1)% in 2010-11 to 11.93% in 2014-15


JVL Agro Industries Ltd. Gokul Refoils & Solvent Ltd.# Ruchi Soya Industries Ltd.# Vimal Oil & Foods Ltd.#

FY15(J crore)

FY15(J crore)

FY15(J crore)

FY15(J crore)

Total sales 4403.88 5,869.48 28,309.08 3,034.67

EBIDTA 123.79 155.56 690.96 96.68

PAT 62.63 12.43 60.93 18.05

Net block 411.32 353.10 2,480.70 32.83

Debt-equity ratio 0.45 1.58 1.68 1.32

Market cap (As on 31.3.2015)

245.97 347.54 1,249.54 174.38

Profit-equity ratio 3.93 20.55 14.02 9.70

Global economic overviewThe global economy is on the path of

regaining its lost momentum as many

high-income countries continue to deal

with the repercussions of the global

financial crisis. Resultantly, global

growth has picked up, albeit marginally

in 2014, to 2.6% from 2.5% in 2013

(Source: IMF). Several major forces

are driving the global outlook including

softer commodity prices, persistently low

interest rates and a reasonable uptick

in consumption. Most importantly, the

sharp decline in oil prices since mid-

2014 is expected to support global

activities and help offset some of the

headwinds to growth in oil-importing

economies including that of India.

Reduced crude prices pose a serious

challenge for oil-exporting countries.

Conflicts in Syria, inflow of refugees into

Turkey, terrorist attacks in Iraq, the civil

war in Yemen and uncertainty over the

nature and timing of the US-Iran nuke

deal have hampered growth prospects.

Anticipating continued depression in oil

prices, the UAE and Saudi Arabia have

revised their forecasted GDP growths.

Kenya and Nigeria are reeling under

geopolitical tension and the expected

GDP growth has also been similarly

revised. Turkey has projected a GDP

growth of 3.1%. The devaluation of the

Nigerian naira, Turkish lira, Kenyan

shilling and Moroccan dirham against

the US dollar during the second half of

2014-15 posed a threat to growth in

these markets.

In the coming years, IMF projects world

growth to pick up modestly to 3.5%

by end-2015; it is estimated to grow

to 3.7% by 2016. According to IMF

reports, while advanced economies

are expected to grow stronger at an

increased rate of 2.4% in 2015,

emerging markets are predicted to show

a weaker growth of 4.3%, reflecting

uncertainty in some of the large

emerging market and oil economies.

High-income countries are likely to

witness growth of 2.2% till 2017, up

from 1.8% in 2014, on the back of

gradually recovering labour markets,

ebbing fiscal consolidation and lowering

financing costs.

Indian economic reviewWith a new and stable government at

the helm after a considerable while, the

economy has bounced back to its growth

track after a couple years. The Indian

economy grew at 7.3% in 2014-15

on the back of an improvement in the

performance of both the services as well

as the manufacturing sectors.

Lower oil prices and widespread

monetary easing has pegged India to

grow by 8% in 2015-16 according to

forecasts by the OECD, compared to

China, which is estimated to grow at 7%

during the same time. With labour costs

spiking in China, India is now expected

to emerge as the fastest growing major

economy in 2015-16. Further, the per

capita income at current prices during

2014-15 rose by 9.2% to H87,748

as against H80,388 in the previous

fiscal (it was H64,316 in 2011-12

and H71,593 in 2012-13). Gross fixed

capital formation increased from 3% in

2013-14 to 4.1% in 2014-15. Average

retail inflation moderated to 6.3% in

2014-15 as against 8.9% in 2013-14.

Food inflation declined from 9.5% in

2013-14 to 4.8% in 2014-15. India’s

current account could be a surplus in

2015, after 32 consecutive quarters in

deficit, and the deficit for the upcoming

fiscal could halve to 0.6% of the GDP

from 1.1% during the current fiscal.

The GVA (gross value-addition), a new

Management discussion and analysis

Better than the others

• The Company maintained its EBIDTA margin at 2.81% and net profit margin of 1.42%, among the highest in its industry. This was derived from strong volume growth, low processing cost and product value-addition.

• The Company generated subsidies of H143 crore in the last four years from greenfield and brownfield expansions.

• The Company enjoys the lowest debt-equity ratio at 0.45 in comparison with industry peers as well as a cash balance of H413 crore as on March 31, 2015.

• JVL Agro has consistently reported profits and dividends over the last 10 years.

# All figures taken from BSE website


concept introduced by CSO to measure

the economic activity, rose by 7.2%

in 2014-15 compared to 6.6% in the

previous fiscal. The manufacturing sector

GVA rose by 7.1% during the year as

against 5.3% in 2013-14. Similarly, the

output of electricity, gas, water supply

and other utility services rose by 7.9%

as against 4.8% a year ago.

Indian edible oil industryIndia, with 21% of world’s area and

15% of world’s production, is the fourth

largest oilseed producing country in

the world, next to the US, China and

Brazil. Oilseeds in India account for the

second largest agricultural commodity

after cereals, accounting for 13% of the

country’s gross cropped area, nearly 5%

of the gross national product and 10% of

the overall value of agricultural products.

The industry comprises 15,000 oil

mills, 600 solvent extraction units,

600 vegetable oil refineries and 250

vanaspati manufacturing units spread

across the country. These are engaged

in crushing and processing of oilseeds,

oilcakes, rice, bran and vegetable oils.

The Indian edible oil industry is a highly

fragmented one and in terms of volumes,

palm oil, soya bean oil and mustard oil

are the three largest consumed edible

oils in India.

According to the SEA, the vegetable

oil availability from kharif oilseeds and

secondary sources is estimated at 54.60

lac tonnes compared to last year’s 57.95

lac tonnes i.e. down by 3.35 lac tonnes

for 2014-15. This indicates that local

prices have ceased to be a determinant

of domestic demand-supply dynamics

which has instead been dictated by cues

from global markets. A strong inflow of

cheap oil from overseas is keeping the

local scenario depressed. This equation

is unlikely to change in the near-term

and a setback in rabi oilseeds harvest

might not lead to a massive rise in the

prices. Domestic oilseeds production

is projected to drop by 9% in 2014-

15. Although global farm commodity

prices have eased significantly, any

plunge in pulses and oilseed planting

raises risks of imported inflation as the

country meets around half of its annual

requirement of cooking oils through

overseas purchases (Source: CACP).

The Indian edible oil industry, which has

grown at a CAGR of 13% from 2009-14

in terms of the revenue, is expected to

cross H2,080 billion by 2019 due to the

increasing number of edible oil brands

and rising consumption of edible oil in

the country.

Production: Despite having a normal

monsoon during the last financial year,

the total production of edible oils in India

is expected to be around 7.91 million

tonnes, around 2% lower than the

production achieved in 2013-14 (8.08

million tonnes), because of a sharp

decline in kharif (summer) oilseeds

output, especially of groundnut.

Production of nine oilseeds during

2014-15 is estimated at 2.98 crore

tonnes according to the second advance

estimates of the Government of India.

This shows a drop of around 9.7%

compared to 3.27 crore tonnes of

production during 2013-14, according

to final official estimates. These oilseeds

include groundnut, castor seed, sesame,

niger seed, rapeseed, linseed, safflower,

sunflower and soya bean.

Consumption: While the domestic

edible oil consumption has been

steadily growing over the past few years

to reach a per capita consumption of

approximately 16 kilograms per year

per person, it still remains far below

the estimated world average per capita

consumption of around 22 kilograms.

The demand drivers include consistent

GDP growth rate over a period of time,

demographic profile, urbanisation,

consumer tastes and preferences,

among others. However, the supply

growth has been lower primarily due

to a relative stagnation in the domestic

oilseed output, resulting in higher import

volumes.

Imports: In view of the demand-supply

gap, over 60% of the domestic edible

oil consumption is met by imports, with

palm and soya bean oil accounting for

over 85% of the imported volume. The

domestic soya crop production was

marginally lower – around 11 million

metric tonnes in India during the year

under review.

OutlookThe Indian edible oils market continues

to be underpenetrated and given the

positive macro and demographic

fundamentals, the prospects of medium-

to long-term growth seem bright. The

Indian per capita consumption for

edible oil is expected to grow from the

current consumption levels of ~16

kilograms to ~24 kilograms by 2020

with a conservative CAGR of around

6%. This growth is expected to translate

into an edible oil consumption market

of approximately 32 million tonnes by

2020.

Indian food processing industryIndia is the world’s second largest

producer of food next to China and the

Indian food processing industry is one

of the largest industries in India – it

is ranked fifth in terms of production,

consumption and exports. Accounting

for about 32% of the country’s total food

market, 14% of the manufacturing GDP,

13% of India’s exports and 6% of total

industrial investment, the Indian food

processing industry is poised for a huge

growth in years to come.

The Indian food processing industry is

divided into agro-products, milk and milk

products, and meat, poultry and marine

products. In agro-products, India is the

largest producer of several fruits, such

as banana, mango and papaya. It is also

the second largest producer of vegetables

such as brinjal, cabbage and onion,

and of rice, wheat, sugar and cotton.

In milk and milk products, India is the

largest producer, accounting for 20% of

global production. In terms of livestock,

the country has the largest livestock

population in the world.

The Indian food and grocery market

is the world’s sixth largest, with retail

accounting for 70% of the sales and is

projected to grow at the rate of 104%,

touching US$ 482 billion by 2020. This

industry contributes as much as 9-10%

of the agricultural and manufacturing

sector GDP.

The food processing industry in India

has the potential to contribute to the

country’s agricultural growth and

employment, alleviate rural poverty,

guarantee food and nutritional security

and contain food inflation. Currently,

India has 85,000 bakery units of which

75,000 operate in the unorganised

sector, garnering a 65% market share.

The per capita bakery consumption

stands at 1-2 kilograms per annum.

Growth drivers for the food processing industryGrowth of the Indian food processing

industry has been catalysed by changing

demographics, increasing population,

growing affordability and urbanisation,

resulting in a growing demand for value-

added food processing products. The

industry opportunities are marked by the

following:

Growing population: India, with 1.31

billion people, is the second most

populous country in the world after

China (1.38 billion), but by 2022,

India’s population will exceed even with

that of China. According to forecasts,

India will have 1.5 billion people by

Production

India: Total oilseeds production, supply and distribution

Oilseeds (‘000 metric tonnes) MY 2013/14 MY 2014/15 MY 2015/16

Revised Estimate Forecast

Beginning stocks 2,218 1,750 1,666

Production 37,780 35,845 40,175

MY imports 21 1 0

Total supply 40,019 37,596 41,839

MY exports 764 677 805

Crush 29,925 27,490 31,560

Food use domestic consumption 1,900 2,080 2,250

Feed waste domestic consumption 5,680 5,685 5,700

Total domestic consumption 37,505 35,255 39,510

Ending stocks 1,750 1,664 1,524

Total distribution 40,019 37,596 41,839

FY11 FY12 FY13 FY14

9.3

17.3

21.7 22

Exports of processed food and related items (In Billion $)

Exports CAGR 33.2%

(Source: http://www.asa.in/pdfs/surveys-reports/Food-Processing-Sector-in-India.pdf)


2030 and 1.7 billion by 2050. (Source:

http://money.cnn.com/2015/07/30/

news/economy/india-china-population/)

Rising Indian rural economy: Extreme

rural poverty has declined from 94% in

1985 to 61% in 2005 and is projected

to drop to 26% by 2025.

Rising middle class population: The

middle class, defined as households

with disposable incomes from H200,000

to 1,000,000 a year, comprises about

50 million people, roughly 5% of the

population at present. By 2025, the size

of middle class is expected to increase to

about 583 million people, or 41% of the

current population.

Rising affluent class: The affluent

class, defined as those earning above

H1,000,000 a year, will increase from

0.2% of the population at present to

2% of the population by 2025. The

affluent class’s share of national private

consumption is expected to increase

from 7% at present to 20% in 2025.

Growing per capita income: India’s per

capita net national income during 2014-

15 was pegged at around H88,538

($1,434), showing a rise of 10.1% from

H80,388 ($1,302) during 2013-14.

OutlookThe support that the Government of

India is lavishing on the growth of

the processed foods sector has led

to a positive outlook. The Central

Government’s Vision 2015 initiative has

allocated USD 20 billion towards the

sector, while relaxing the regulations

governing licensing and excise. Other

strategic initiatives by the Central

Government include the approval of

51% ownership of foreign retailers in

joint ventures and the establishment

of mega food parks and cold chain

facilities, including refrigerated vans. All

Favourable government policies The Government of India allows 100% FDI under the automatic route in the food processing sector, in agro-products, milk and milk products, and marine and meat products. Automatic approvals are provided for foreign investment and technology transfer in most cases. Units based on agro-products that are 100% export-oriented are allowed to sell up to 50% in the domestic market. There is no import duty on capital goods and raw material for 100% export-oriented units. Earnings from export activities are exempt from corporate tax. Additionally, there is 100% tax exemption for five years, followed by 25% tax exemption for the next

five years for new agro-processing industries.There is an increasing awareness about the need to bolster India’s food processing sector, given the country’s immense potential with regard to agricultural production. Some of the policies and promotions for the food processing sector are:

• Vision 2015 Action Plan: The Ministry of Food Processing Industries (MoFPI) has formulated a Vision 2015 Action Plan that includes trebling the size of the food processing industry, raising the level of processing of perishables from 6% to 20%, increasing value addition from 20% to 35%, and enhancing India’s share in global food trade from 1.5% to 3%.

• Mega food parks: According to the website of MoFPI, the Government of India is actively promoting the concept of mega food parks and is expected to set up 30 such parks across the country to attract FDI. The government has released a total assistance of USD 23 million to implement the Food Parks Scheme. It has, until now, approved 50 food parks for assistance across the country. The Centre has also planned a subsidy of USD 22 billion for mega food processing parks.

• Agro-export zones: The government has established 60 fully equipped agro-export zones (AEZs), in addition to food parks, to provide a boost to agricultural and food processing exports.

these positive measures are expected to

catapult the food processing sector onto

a higher growth trajectory that would

almost double the country’s presence

in the global food trade to 3%. These

initiatives will also enable the industry

to bring in stability in food prices,

reasonable returns for farmers and other

stakeholders, and create a projected 9

million jobs.

Company overviewJVL Agro Industries Limited (formally

known as Jhunjhunwala Vanaspati

Limited) was incorporated in 1989. The

Company manufactures hydrogenated

vegetable oil (vanaspati), refined oils

and rice from its manufacturing facilities

in Naupur (UP), Pahleza (Bihar), Alwar

(Rajasthan), Haldia (West Bengal) and

Sasaram (Bihar).

The Company commenced with a

production capacity of 25 metric tonnes

per day; today, the Company is the

single largest manufacturer of edible oil

in India (3000 metric tonnes per day).

The Company’s name was changed from

Jhunjhunwala Vanaspati Limited to JVL

Agro Industries Limited on October 21,

2008 due to diversification of Company

operations from a hydrogenated

vegetable oil manufacturer to multi-

product dealer.

Financial overviewIn 2014-15, the Company reported

an increase of 1.23% in revenues

from H4350.47 crore in 2013-14

to H4403.88 crore in 2014-15. The

revenue for all four quarters surpassed

the corresponding period of the previous

financial year. The Company’s profit after

tax grew from H61.26 crore in 2013-14

to H62.63 crore 2014-15, an increase

of 2.24%. EBIDTA decreased by 0.15%

to H123.79 crore in 2014-15 from

H123.97 crore in 2013-14. Cash profit

decreased from H80.01 crore in 2013-

14 to H78.87 crore in 2014-15.

Raw material consumption: Raw

material consumed for 2014-15

decreased by 2.48% to H3,264.13 crore

from H3,347.19 crore in 2013-14.

Operating costs: The Company’s

operating expenses increased marginally

in 2014-15 by 1% from H4,304.53

crore in 2013-14 to H4,343.12 crore in

2014-15. The proportion of operating

expenses to the total revenue stood

at 99% in 2014-15, which is almost

identical to last year.

Equity: The Company’s share capital

comprised 16,79,40,000 equity shares

with a face value of Re. 1 each. There

was no change in the equity share

capital during the last financial year.

Reserves and surplus: Reserves and

surplus increased 13% from H449.36

crore as on March 31, 2014 to H508.07

crore as on March 31, 2015 following

an increase in profit plough back. The

security premium account remained

unchanged at H112.05 crore during the

year under review.

External funds and costs: Debt forms an

integral part of the day-to-day running

of the business. The quantum and the

cost associated with the same plays

an important role in the prospect of

the business. Profits of the Company

are being impacted by the short-term

borrowings of the Company while the

long-term debts dictate the ability with

which the Company is able to mobilise

funds for its projects. Reliance of the

debt has increased this year by nearly

14% from H208.17 as on March

31, 2014 to H237.48 as on March

31, 2015, largely owing to various

expansion and diversification strategies

undertaken by the Company during the

year under review.

Long-term borrowings of the Company

constituted 28% of the total external

borrowings of the Company in 2014-15

compared to 36% in 2013-14 whereas

short-term borrowings constituted 72%

in 2014-15 compared to 64% in 2013-

14. The long-term borrowings of the

Company decreased 10% from H74.41

crore in 2013-14 to H66.66 crore in

2014-15 whereas short-term borrowings

Financial performance review, 2014-15

Particulars 2014-15 (J crore)

2013-14(J crore)

% growth

Total revenue 4403.88 4350.47 1.23

PBT 65.48 70.02 (6.48)

PAT 62.63 61.26 2.24

Cash profit 78.87 80.01 (1.42)

EPS (H) 3.73 3.65 2.19


of the Company increased 28% from

H133.76 crore as on March 31, 2014 to

H170.82 crore as on March 31, 2015.

Interest costs: The finance cost for the

Company in 2014-15 increased by

nearly 20% from H35.20 in 2013-14

to H42.07 crore in 2014-15, largely

owing to the increase in the short-term

borrowings of the Company in 2013-14.

The interest coverage for 2014-15 stood

at 2.6x compared to 3.0x in 2013-14.

Net block: The net block (tangible

assets) of the Company increased by

nearly 7.36% from H383.13 crore as on

March 31, 2014 to H411.32 crore as on

March 31, 2015, largely on account of

the increase in the plant and machinery

and building during the year.

However, depreciation decreased by

13% from H18.75 crore in 2013-14

to H16.24 crore in 2014-15. The

Company follows a straight line method

of depreciation.

Debtors: Trade receivables of the

Company increased substantially during

the year under review from H188.64

crore in 2013-14 to H288.75 crore

in 2014-15. The receivables cycle for

2014-15 stood at 20 days compared to

15 days in 2013-14.

Investments: The Company’s investment

portfolio comprised mutual funds and

equity investments only. It stood at

H5.44 crore as on March 31, 2015

compared to H5.53 crore as on March

31, 2014.

Working capital: Working capital

is essential to fund the day-to-day

operations of a business. Working capital

constituted 37.67% of the total capital

employed. The Company’s working

capital was used to purchase raw

material, manage overheads and provide

credit.

Inventory: The inventory of the Company

increased 24% from H454.20 crore in

2013-14 to H562.61 crore in 2014-15.

Human resource managementThe Company’s comprehensive HR

policy conducts manpower training and

development exercises keeping in mind

the growing requirement for skilled

manpower for its new initiatives. The

Company’s factory at Naupur was used

as technical training ground for technical

manpower. The employees were also

sent to the Company’s other units for

training, helping reduce manpower

costs. This also reduced the poaching

of manpower and developed a sense of

belonging, resulting in greater employee

satisfaction and a high retention rate.

During the year under review, the

Company commissioned the installation

of SAP system and hired the services

of KPMG for this purpose. With SAP

installation, where on one hand the

Company’s operations will be further

strengthened and operationally

smoothened, on the other hand it is

equally beneficial to the employees as

their working efficiency will improve and

become easier. The KPMG team, along

with the IT team of the Company, is in

the process of providing suitable training

to the Company human resources.

Further, as has been its practice, the

Company hired management trainees

from reputed MBA institutions and gave

them on-the-job practical work exposure.

Internal controls and systemsJVL’s elaborate internal control systems

ensure efficient use and protection

of resources and compliance with

policies, procedures and statutory

requirements. The internal control

systems comprise well-documented

guidelines, authorisation and approval

procedures, including periodic audits.

Intrinsic to the overall governance

process, JVL has institutionalised a

well-established internal audit framework

which covers all aspects of financial and

operational controls across functions and

departments. The Company is in the

process of completing the installation of

SAP which, once fully operational, will

be way to beneficial and strengthen the

internal monitoring and control systems.

For this purpose, the Company has hired

the services of KPMG India team.

India is the world’s largest edible oil importer and the second most populous nation in the world, with over 1.2 bn people.

India imports around 11 million tonnes/year of edible oil, against domestic production of 7-8 million tonnes.

The country consumes around 19 million tonnes/year of edible oil and per

capita consumption stands at around 14-16 kg, compared with a global average of 23.73 kg.

The government’s 12th five-year plan (2012-17) aims to increase domestic production of oils to 9.51 million tonnes by the end of 2016-17 through increasing oilseed area and productivity.

A majority of risks faced by the Company are inherent to its business activities ranging from agricultural crops in monsoon, economic cycles across the globe and the country.

As a proactive Company, JVL has adopted an effective and structured risk management framework which forms an integral part of its business management towards creating and protecting stakeholder value.

The Company has formulated a structured risk identification, review and mitigation process.

Risk management

The Company’s growth is largely dependent on the edible oil sector, which is linked to increasing consumption expenditure. A downturn could depress performance.

Industry risk

As a backward integration strategy, the Company is planning to start a mustard crushing unit at Bihar’s food park and a cotton seed crushing unit at Gujarat, ensuring regular and cheap raw material supply. The Company also acquired a 12,500 acre plantation in Ethiopia on lease for its agricultural activities.

Over the years, the Company has established trusted relationships with credible palm plantation owners in Indonesia and Malaysia as well as soybean oil providers in Argentina and Brazil, which facilitates consistent raw material supply at superior price-value, ensuring full security of raw material supply in adverse situations.

The business of edible oils is critically dependent on the import of raw materials; any supply disruptions could lead to a reduction in the output and, in turn, impact the sales and profitability of the Company.

Raw material risk


JVL has been the market leader for the last 15 years in UP and Bihar in the cooking oil segment through a strong customer pull created by the Company’s prominent brand, Jhoola.

JVL is among the few players in the industry who have been able to position themselves as one-stop shops for all kinds of edible oil needs, and thus have been able to create a strong identity for themselves in the market.

The Company invested H0.67 crore during the FY15 towards its branding and promotional activities which helped the Company create a strong awareness for its products among its target audience.

The Company was predominantly present in central and eastern India, but with an objective to become an all-India brand, the Company forayed into the western India territory.

Growing competition may lead to an inability to achieve top-of-the-mind customer recall which, in turn, may affect the Company’s brand and offtake.

At JVL, we practise stringent quality control measures at all levels commencing right from the purchase of raw material to the packaging process, reflected in its ISO certifications. Moreover, a long-standing healthy relationship with its raw material

suppliers ensures quality raw material import as well as an extended product shelf life.

The Company also has in place a proactive R&D team which ensures that the Company delivers quality products to its customers.

Being involved in the business of products which have health implications, product quality plays an important role in the success of the business and any inconsistency can lead to customer attrition.

Quality risk

Brand risk

The Company has, over the years, expanded its portfolio from mass products to premium products. Thus, it has been able to position itself as a complete solution provider in the edible oil segment.

The Company restructured its product portfolio from the vanaspati segment to the premium oil segment (sunflower oil and soya bean oil) in response to changing consumer needs and preferences and has also added canola oil to its portfolio.

In the last ten years, the Company has added eight new products to its product portfolio.

In order to reduce its dependence on the oil business, the Company embarked on the path of setting up a chemical plant in Assam producing cosmetic products, as a part of its forward integration strategy and the same is expected to contribute 10% to the total revenue mix once it becomes operational.

Excessive dependence on a single product may affect the profitability of the Company in the long run.

Product portfolio risk

During the year, the Corporate Social Responsibility Committee of the Company comprising Mr. Mahesh Kedia as the Chairman and Mr. Adarsh Jhunjhunwala and Mr. S.N. Jhunjhunwala as other members devised a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company concerning its discharge of duties on CSR front. The highlighted activities were in line with the notified activities qualifying CSR criterion. The Committee monitors the implementation of the framework of the CSR Policy and recommends the amount to be spent on CSR activities.

EducationThe Company operates two schools for educating the impoverished and social upliftment in and around its area of operations – first, Prahlad Rai Jhunjhunwala Saraswati Shishu Mandir with 400+ students close to the Naupur unit.

Second, Hari Vidhya Mandir Higher Secondary School with 300+ students at Sahupuri, UP.

Both schools are affiliated to the UP Board and funded by the Company. JVL also provides scholarships to deserving students. The Company bought more

buses to pick the children from remote places and bring them to study at these two schools, so that it can spread the message of education and help the needy who cannot afford to travel to school every day. During the year, the Company also arranged for requisite furniture to promote education.

HealthThe Company is inclined to adopt a hospital in the village near the plant to cater to the medical needs of the residents. This initiative is in the process of getting started and the management is currently engaged in formalities to obtain clearances. The Company is trying to provide medical facilities to the village, which will eliminate the need to travel to towns for medical aid and treatment. The Company also provides potable clean and safe drinking water to local population and in close proximity to Haldia refinery as a part of its drive towards the health, cleanliness and hygiene initiatives.

The Company sponsors health camps for local communities. This also includes providing financial help and free medical facilities to the ill and the challenged (mentally and physically). The Company regularly organises free health checkup

camps and free cataract removal camps for the needy and distributes tricycles and other necessary equipment to the physically challenged.

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

The Company has undertaken a plantation drive on the occasion of Republic and Independence Day and planted trees close to all its units in India. The Company has also adopted a park with Ashoka Stambh in Varanasi and has developed and maintained the same as its duty to conserve the national heritage and as its contribution to the society for greener tomorrow.

OthersThe Company provides drinking water in rural areas; executes various plans for land development, plantation and self-help groups.

Further, the Company is implemanting policies in the interest of employees and stakeholders by producing quality products, instant credit mechanism and efficient working capital cycle, among others.

Being socially responsible – CSR at JVL


Corporate Information Directors’ ProfileChairmanMr. D. N. Jhunjhunwala

Managing DirectorMr. S. N. Jhunjhunwala

Whole-time DirectorMr. Adarsh Jhunjhunwala

DirectorsMrs. Anju Jhunjhunwala

Dr. S. K. Dixit

Mr. Mahesh Kedia

Mr. Harsh Agarwal

Mr. Kanhaiya Lal Goenka

Chief Executive OfficerMr. Deepak Kumar Chopra

Chief Finance OfficerMr. R. C. Garg

Company SecretaryMr. Kartik Agrawal

Audit CommitteeMr. Mahesh Kedia

Mr. Harsh Agrawal


Corporate Social Responsibility CommitteeMr. Mahesh Kedia

Mr. S. N. Jhunjhunwala

Mr. Adarsh Jhunjhunwala

Mr. D. N. Jhunjhunwala Date of birth: February 02, 1936.

Date of appointment: November 17, 1989.

Expertise in functional areas: Industrialist.

Mr. D. N. Jhunjhunwala is the Chairman of the Company. He is a graduate in Industrial Chemistry. He has 55 years of experience in various facets of management, out of which 33 years were dedicated in various oil industries.

Mr. D. N. Jhunjhunwala promoted Jhunjhunwala Vanaspati Limited in 1989 and he was President of Solvent Extractors Association, member of U.P. Oil Millers Association, member of Vegetable Oil Refiners Association of India and he is also involved with various philanthropic activities. He has written many books on social and religious topics.

Qualification: B. Sc. (Industrial Chemistry).

Mr. S. N. Jhunjhunwala Date of birth: April 24, 1957.

Date of appointment: November 17, 1989.


Mr. S. N. Jhunjhunwala is the Managing Director and is a Commerce graduate. He has 33 years of experience in solvent extraction, oil refining and Vanaspati manufacturing units.

Qualification: B.Com.

Mr. Adarsh Jhunjhunwala Date of birth: July 05, 1983.

Date of appointment: February 27, 2007.

Expertise in functional areas: Commerce and Financial Accounting.

Mr. Adarsh Jhunjhunwala is Whole Time Director of the Company.

Qualification: Chartered Accountant and MBA (Finance).

Mrs. Anju Jhunjhunwala Date of birth: December 12, 1958.

Date of appointment: August 25, 2014.


Mrs. Anju Jhunjhunwala is Non – Executive Non – Independent Director of the Company.


Mr. Harsh Agrawal Date of birth: March 26, 1987.

Date of appointment: September 30, 2011.

Expertise in functional areas: Engineering.

Sri Harsh Agrawal is a Director and having deep insight into Electronic and telecommunication and practical experience in the field.

Qualification: Engineering graduate.

Dr. S. K. Dikshit Date of birth: July 01, 1946.

Date of appointment: July 10, 2001.

Mr. S. K. Dikshit is a Director of the Company. He is a Doctor.

He has expertise in herbal products and medical science.

Mr. Mahesh Kedia Date of birth: June 13, 1963.

Date of appointment: December 29, 2003.

Expertise in functional areas: Commerce and Financial Accounting.

Shri Mahesh Kedia is a Director, Chartered Accountant and a Science graduate.

Qualification: B. Sc (Statistics), C.A.

Mr. Kanhaiya Lal Goenka Date of birth: March 03, 1979.

Date of appointment: February 27, 2007.

Expertise in functional areas: Experience in solvent extraction, oil refining and vanaspati manufacturing units.


Stakeholders’ Relationship CommitteeMr. S. K. Dikshit

Mr. Mahesh Kedia


Nomination & Remuneration CommitteeMr. S. K. Dikshit

Mr. Mahesh Kedia


Statutory AuditorM/s. Singh Dikshit & Co.

Chartered Accountants

Hathua Market, Chetganj, Varanasi

BankersBank of Baroda

Punjab National Bank

State Bank of India

State Bank of Bikaner and Jaipur

State Bank of Hyderabad

State Bank of Travancore

Vijaya Bank

Corporation Bank

Indian Overseas Bank

Union Bank of India

Oriental Bank of Commerce

Allahabad Bank

Standard Chartered Bank

Registrar and Share Transfer AgentM/s. MCS Share Transfer Agent Limited

Sri Venktesh Bhavan

F-65, 1st Floor, Okhla Industrial Area

Phase-I, New Delhi 110020

Registered OfficeJhunjhunwala Bhawan,

Nati Imli, Varanasi-221001

Worksi. Village Naupur, P.O. Thanagaddihe,

Kerakat, Dist. Jaunpur (UP)

ii. JVL Agro Foods

(a unit of JVL Agro Industries Ltd.)

207 MIA, Alwar 301001, Rajasthan

iii. JVL Oils & Foods

(a unit of JVL Agro Industries Ltd.)

Village Chakia, P.O. Pahleja,

District Rohtas, Bihar-821307

iv. JVL Oil Refinery

(A unit of JVL Agro Industries Ltd.)

JL # 149, Mouza – Debhog, PS

– Bhabanipur, Purba Medinipur,

Haldia – 712657

v. JVL Rice Mill

(A unit of JVL Agro Industries Ltd.)

Sasaram Akhorigola Road,

Jorawarpur, District Rohtas, Bihar


Directors’ ReportFor the Financial year 2014-2015

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

Financial Highlights (Standalone) During the year under review, performance of your Company was as under:

(H in Crores)Particulars Year ended

March 31, 2015Year ended

March 31, 2014Sales and other Income 4409.68 4354.91Profit before depreciation 81.72 88.77Depreciation 16.24 18.75Profit after depreciation 65.48 70.02Provision for taxation 4.86 3.16Add: MAT Credit 0.00 0.00Profit after tax 60.62 66.86Less:

Previous year’s Income / Expenses - -Profit after previous year’s adjustment 60.62 66.86Add: Credit BalanceProfit brought forward from previous year 234.21 201.41Add:

Transfer from Investment Allowance Reserve - -294.83 268.27

Provision for Dividend 3.36 3.36Provision for Dividend Tax 0.67 0.57Transfer to General Reserve 2.00 2.00Deferred Tax (2.01) 5.60Income Tax for earlier years 0.00 0.00Transfer to Capital Reserve 0.25 22.33Provision (0.20) 0.20Depreciation Adjustment 0.09Credit Balance carried over to Balance Sheet 290.67 234.21

294.83 268.27

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

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

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

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

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

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

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

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

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

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

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

The performance of the Board and Committees was evaluated by the Board after seeking inputs from all the Directors/Committee


ended March 31, 2015 to the Board and copy of the same is attached as Annexure III to the Directors’ Report.

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

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

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

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

System for Prevention of Sexual Harassment of Women at Workplace The Company has in place the system for prevention of

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

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

Fraud Reporting (Required by Companies Amendment Bill, 2014)During the year under review no fraud was noted by the Audit Committee and/or the Board having material impact on the Company & hence no reporting was made to the concerned authority.

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

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

Members on the basis of the criteria such as the Board/Committee meetings, attendance, information and functioning.

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

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

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

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

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

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

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

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

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

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

Secretarial Audit ReportAs required under Section 204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 M/s Namita Ujwal & Associates has submitted its Secretarial Audit Report in prescribed format MR 3 pertaining to the financial year


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

S. No. Name of the Member Category of Directorship Status In Committee1 Mr. Mahesh Kedia NED/ID Chairman2 Mr. S.N. Jhunjhunwala MD/PD/ED Member3 Mr. Adarsh Jhunjhunwala WTD/PD/ED Member4 Mr. Kartik Agrawal Company Secretary Secretary

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

Directors Responsibility Statement

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

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

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

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

and detecting fraud and other irregularities;

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

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

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

Other Disclosures

Number of Board Meetings

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

Particulars of Loan, Guarantees and Investments under Section 186

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

Details of Guarantee / Security Provided:

SL No

Details of recipient Amount Purpose for which the security/ guarantee is proposed to be utilized by the recipient

Date of BR Date of SR

(if any)

Commission

1. JVL Overseas Pte. Ltd., Singapore (Wholly Owned Subsidiary of the Company)

USD 6 Million

For opening trading account for trading in commodities & international currencies with Macquarie Bank Ltd., Australia

24/10/2014 N.A. N.A.

General

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

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

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

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

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

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

6. There was no change in nature of business

Material Changes Affecting the Financial Position of the Company

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

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

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

Particulars of Employees and Related Disclosures.

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

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

Other Committees:

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

Acknowledgment

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

For and on behalf of the Board of Directors

Adarsh Jhunjhunwala S.N. Jhunjhunwala (Whole Time Director) (Managing Director)

Place : VaranasiDate : August 25, 2015


Annexure - IForm No. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 2015 of JVL AGRO INDUSTRIES LIMITED

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:CIN L15140UP1989PLC011396Registration Date 17/11/1989Name of the Company JVL Agro Industries LimitedCategory/Sub-Category of the Company Public Company/Limited by sharesAddress of the Registered office and contact details Jhunjhunwala Bhawan, Nati Imli, Varanasi – 221001 (U.P.)

India; Tele: +91-542-2595930-32; Fax: +91-542-2595941e-mail: [email protected]

Whether listed company Yes in Bombay Stock Exchange, National Stock ExchangeName, Address and contact details of Registrar & Transfer Agents (RTA), if any

MCS Share Transfer Agent LimitedSri Venktesh BhavanF-65, 1st Floor, Okhla Industrial Area, Phase-I,New Delhi 110020

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-Sl No. Name and Description of main products/services NIC Code of the

Product / service% to total turnover of

the Company 1 Manufacture of vegetable oils and fats (other than hydrogenated) 2110 62.63%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:-S. No. Name and Address of the Company CIN/GLN Holding /Subsidiary/

Associate% of shares held Applicable Section

1 JVL Overseas Pte. Ltd.No: 1 North Bridge Road,#18-07, High Street Centre,Singapore – 179094

200714169R Subsidiary 99.99 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

Statement Showing Shareholding Pattern Table (I)(a)

Category code

Category of Shareholder Number of Shareholders

Total number of shares

Number of shares held in

dematerialized form

Total shareholding as a percentage of total number of shares

Shares Pledged or otherwise encumbered

As a percentage of(A+B)1

As a percentage of (A+B+C)

Number of shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/(IV)*100

(A) Shareholding of Promoter and Promoter Group

1 Indian (a) Individuals/ Hindu Undivided Family 8 24144487 24144487 14.38 14.38 5000000 20.71(b) Central Government/ State Government(s) - - - 0.00 0.00 - - (c) Bodies Corporate 5 64406900 64406900 38.35 38.35 - - (d) Financial Institutions/ Banks - - - 0.00 0.00 - -

Statement Showing Shareholding Pattern Table (I)(a)

Category code

Category of Shareholder Number of Shareholders

Total number of shares

Number of shares held in

dematerialized form

Total shareholding as a percentage of total number of shares

Shares Pledged or otherwise encumbered

As a percentage of(A+B)1

As a percentage of (A+B+C)

Number of shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/(IV)*100

(e) Any Others(Specify) - - - 0.00 0.00 - - (e-i) - - - 0.00 0.00 - - (e-ii) - - - 0.00 0.00 - - Sub Total(A)(1) 13 88551387 88551387 52.73 52.73 5000000 5.652 Foreign a Individuals (Non-Residents Individuals/

Foreign Individuals)- - - 0.00 0.00 - -

b Bodies Corporate - - - 0.00 0.00 - - c Institutions - - - 0.00 0.00 - -d Qualified Foreign Investor - - - 0.00 0.00 - -e Any Others(Specify) - - - 0.00 0.00 - -e-i - - - 0.00 0.00 - - e-ii Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00 Total Shareholding of Promoter and

Promoter Group (A)= (A)(1)+(A)(2)13 88551387 88551387 52.73 52.73 5000000 5.65

(B) Public shareholding 1 Institutions (a) Mutual funds / UTI - - - 0.00 0.00 - -(b) Financial Institutions / Banks 3 79000 0 0.05 0.05 - -(c) Central Government / State Government(s) - - - 0.00 0.00 - -(d) Venture Capital Funds - - - 0.00 0.00 - - (e) Insurance Companies - - - 0.00 0.00 - -(f) Foreign Institutional Investors 5 22504680 18044680 13.40 13.40 - -(g) Foreign Venture Capital Investors - - - 0.00 0.00 - -(h) Qualified Foreign Investor - - - 0.00 0.00 - - (i) Any Other (specify) - - - 0.00 0.00 - -(i-ii) - - - 0.00 0.00 - -(i-ii) Sub-Total (B)(1) 8 22583680 18044680 13.45 13.45 - - B 2 Non-institutions (a) Bodies Corporate 320 31457819 23568819 18.73 18.73 (b) Individuals 0.00 0.00 - -I Individuals -i. Individual shareholders

holding nominal share capital up to H1 lakh

8566 17773955 15901835 10.58 10.58 - -

II ii. Individual shareholders holding nominal share capital in excess of H1 lakh.

20 6487663 6487663 3.86 3.86 - -

(c) Qualified Foreign Investor - - - 0.00 0.00 - - (d) Any Other (specify) - - - 0.00 0.00 - -(d-i) i. Trust & Foundations 2 156400 156400 0.09 0.09 - - (d-ii) ii. Non Resident Individual 127 929096 929096 0.55 0.55 - - Sub-Total (B)(2) 9035 56804933 47043813 33.82 33.82 - - (B) Total Public Shareholding (B)= (B)

(1)+(B)(2)9043 79388613 65088493 47.27 47.27 - -

TOTAL (A)+(B) 9056 167940000 153639880 100.00 100.00 (C) Shares held by Custodians and against

which Depository Receipts have been issued

N. A. N. A. N. A. N. A. N. A. N. A. N. A.

1 Promoter and Promoter Group 0 0 0 0 0.00 0 0.002 Public 0 0 0 0 0.00 0 Sub-Total (C ) 0 0 0 0 0 0 GRAND TOTAL (A)+(B)+(C) 9056 167940000 153639880 100.00 100.00 5000000 2.98


(ii) Shareholding of Promoters

SlNo.

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % of change in

shareholding during the

year

No. of Shares % of total Shares of the

Company

% of Shares Pledged/ encumbered as a % of entire share capital of

the Company

No. of shares % of total shares of the

Company

% of Shares Pledged/ encumbered as a % of entire share capital of

the Company1. Mr. Dinanath Jhunjhunwala 6225200 3.71 1.79 6225200 3.71 1.79 NIL2. Mr. Satya Narayan Jhunjhunwala 4465780 2.66 1.19 4465780 2.66 1.19 NIL3. Mrs. Anju Jhunjhunwala 4909300 2.92 - 4909300 2.92 - NIL4. Mrs. Kishori Devi Jhunjhunwala 3296620 1.96 - 3296620 1.96 - NIL5. Mrs. Uma Jhunjhunwala 20000 0.01 - 20000 0.01 - NIL6. Mr. Vishwanath Jhunjhunwala 2716087 1.62 - 2716087 1.62 - NIL7. Mr. Vishwanath Jhunjhunwala 511500 0.30 - 511500 0.30 - NIL8. Mr. Adarsh Jhunjhunwala 2000000 1.19 - 2000000 1.19 - NIL9. Nilambar Trexim & Credit(P)Ltd. 16912900 10.07 - 16912900 10.07 - NIL10. Jhunjhunwala Oil Mills Ltd. 7419000 4.42 - 7419000 4.42 - NIL11. Jhunjhunwala Gases Pvt. Ltd. 16075000 9.57 - 16075000 9.57 - NIL12. Aryan Multibusiness Pvt. Ltd 12000000 7.15 - 12000000 7.15 - NIL

Total 88551387 52.73 2.98 88551387 52.73 2.98 NIL

(iii) Change in Promoter’s Shareholding as on 31/03/2015 (please specify, if there is no change)

Sl.No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No of shares % of total shares of the Company


At the beginning of the year 88551387 52.73% 88551387 52.73%Date wise Increase /Decrease in Promoters Shareholding during the Year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus /sweat / equity etc.)

No changes during the year

At the end of the year 88551387 52.73% 88551387 52.73%

(iv) Shareholding Pattern of top ten Shareholders as on 31/03/2015 (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl.No.

For Each of the Top 10 Shareholders Shareholding at the beginning of the year

Shareholding at the end of the year



1. Lotus Global Investments Ltd 8307795 4.95 8307795 4.952. Uttar Pradesh Carbon and Chemicals Limited 8280100 4.93 6580100 3.923. Jasrapuria Silk Mills Private Limited 5000000 2.98 5000000 2.984. Cresta Fund Ltd 4900000 2.92 4900000 2.925. Asia Investment Corporation (Mauritius) Ltd 4720000 2.81 4720000 2.816. Mavi Investment Fund Limited Mauritius 4460000 2.66 4460000 2.667. Subham Coal Processors Pvt Ltd 3079000 1.83 2862000 1.708. Stupendors Traders Private Limited 2997300 1.78 3272300 1.959. Bennett Coleman and company Ltd. 2887537 1.72 3039513 1.8110. M Prasad & Co. Ltd 2834321 1.69 506321 0.30

(v) Shareholding of Directors and Key Managerial Personnel:

Sl.No.

For Each of the Directors and KMP Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

1. Dina Nath Jhunjhunwala 6225200 3.71 6225200 3.712. S.N. Jhunjhunwala 4465780 2.66 4465780 2.663. Anju Jhunjhunwala 4909300 2.92 4909300 2.924. Adarsh Jhunjhunwala 2000000 1.19 2000000 1.195. R.C. Garg 100 0.00006 100 0.000066. Kartik Agrawal - - - -

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding / accrued but not due for payment

(H in crore)Secured Loans

excluding DepositsUnsecured

LoansDeposits Total

IndebtednessIndebtedness at the beginning of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

208.17 - - 208.17

Total (i+ii+iii) 208.17 - - 208.17Change in Indebtedness during the financial year*Addition*Reduction

+29.31 - - 29.31

Net Change 29.31 - - 29.31Indebtedness at the end of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

237.48 - - 237.48

Total (i +ii+iii) 237.48 - - 237.48

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:Sl. no.

Particulars of Remuneration Mr. Dina Nath Jhunjhunwala,

Executive Chairman

Mr. Satya Narayan Jhunjhunwala,

Managing Director

Mr. Adarsh Jhunjhunwala,

Whole Time Director

Total Amount

1 Gross salary (a) Salary as per provisions contained in

Section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income-tax

Act, 1961 (c) Profits in lieu of salary under Section

17(3) Income tax Act, 1961

20,00,000 25,00,000 19,00,000 64,00,000

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as % of profit - others, specify

- - - -

5 Others, please specify - - -Total (A) 20,00,000 25,00,000 19,00,000 64,00,000

Ceiling as per the Act – N.A.


B. Remuneration to other directors:

I. Independent Director:

Particulars ofRemuneration

Name of Independent Director Total Amount(H)

Fee for attending Board / Committee Meetings

- - - - - - - - -

Commission - - - - - - - - -Others - - - - - - - - -Total B (I) - - - - - - - - -Ceiling as Per Act N.A.

II. Other Non-Executive Director:

Particulars of Remuneration Anju Jhunjhunwala Total Amount (H)Fee for attending Board / Committee Meetings

- -

Commission - -Others (Rent) 3,00,000 3,00,000Total B (II) 3,00,000Total B I + II 3,00,000Ceiling as Per Act N.A.

C. Remuneration to Key Managerial Personnel other than MD /Manager / WTD :Sl.No.

Particulars of Remuneration Name of Key Managerial Personnel Total Amount (H)Mr. Deepak Kumar

Chopra, CEOMr. Kartik Agrawal, Company Secretary

Mr. R.C. Garg, CFO

1 Gross Salarya) Salary as per provisions contained in Section 17(1) of

the Income-tax Act, 196110,80,000 4,85,000 5,08,750 20,73,750

b) Value of perquisites u/s 17(2) Income tax Act, 1961 - - - -c) Profits in lieu of Salary under Section 17(3) Income-

tax Act, 1961- - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- As % of profit- Others, specify…

5 Others, please specify - - - -Total (C) 10,80,000 4,85,000 5,08,750 20,73,750

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NONEType Section of the

Companies ActBrief

DescriptionDetails of Penalty /

Punishment/ Compounding fees imposed

Authority [RD / NCLT / COURT]

Appeal made, if any (give

Details)A. COMPANY

PenaltyPunishmentCompoundingB. DIRECTORS

PenaltyPunishmentCompoundingC. OTHER OFFICERS IN DEFAULT

PenaltyPunishmentCompounding

Annexure - IIParticulars of Contracts or Arrangement with Related Party

FORM NO. AOC- 2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contract/arrangements entered into by the Company with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis

JVL Agro Industries Limited (JVL) has not entered into any contract or arrangement or transaction with its related parties which is not at arm’s length basis.

2. Details of material contracts or arrangements or transactions at arm’s length basis

a. Name(s) of the related party and nature of relationship: Please refer to Note No.45 of the Standalone Financial Statements of the Company.

b. Nature of contract/ arrangement/ transaction: Office or place of profit pursuant to Section 188(f), sales of products, purchase or supply of any goods or materials handling & storage charges, bus rent, reimbursement for expenses.

c. Duration of contract/ arrangement/ transaction: Contracts are currently ongoing.

d. Salient Terms of contract or arrangement or transaction including the value if any: (i) diligently perform the contract in timely manner and provide goods and materials including services in accordance with the work orders given/issued, (ii) submit invoices on monthly basis for the goods and materials and for services received and rendered for each order as per the terms of contract and make payments as per mutually agreed terms. (iii) be responsible for all the expenses incurred in connection with the supply or purchase of goods and materials and for services received and rendered (iv) comply with the local, state and federal laws and regulations applicable while rendering/ receiving services.

e. Date(s) of approval by the Board, if any: Contract was entered into in the ordinary course of business and on arm’s length basis and were approved by the Board in its meeting held on August 25, 2014.

f. Amount paid as advances, if any : Nil

For and on behalf of the Board of Directors,

S.N. JhunjhunwalaManaging Director

Varanasi, August 25, 2015


Annexure - IIISECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

JVL Agro Industries Limited

Jhunjhunwala Bhawan

Nati Imli

Varanasi

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate

practices by JVL Agro Industries Limited (hereinafter called “the Company”).

Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory

compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the

Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct

of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended

on 31.03.2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and

compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the

financial year ended on 31.03.2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not

applicable to the Company during the Audit Period)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)

Guidelines, 1999; (Not applicable to the Company during the Audit Period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the

Company during the Audit Period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding

the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (Not applicable to the

Company during the Audit Period)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company

during the Audit Period)

(VI) I further report that, having regard to the compliance system prevailing in the Company and as certified by management and on

examination of the relevant documents and records in pursuance thereof, on text check basis, the Company has complied the law

applicable specifically to the Company named as

1. FOOD SAFETY AND STANDARDS ACT, 2006

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India. (Secretarial Standards although notified are not

applicable to the Company during the period under Audit as they are effective from July 1, 2015).

(ii) The Listing Agreements entered into by the Company with National Stock Exchange (NSE) and Bombay Stock Exchange

(BSE), if applicable;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,

Standards, etc. mentioned above subject to the following observations:

1. The Company has not maintained proper records showing full Particulars including quantitative details and situation of fixed

assets during the period under Audit. The management informed that the same is under preparation. However as on the date of

signing of the report the management has provided copy of the same.

2. The Company has duly appointed the Cost Auditor for the period under review and requisite form has been filed. However the Cost

Audit of the Company is still under progress during the period under review.

3. The transfer of unpaid dividend amount lying in the unpaid dividend account as maintained by the Company for the following

years has yet to be transferred to Investor Education and Protection Fund (IEPF):

Year Amount

2004-05 H0.04 Crore

2005-06 H0.02 Crore

2006-07 H0.05 Crore

4. The Company has yet to file Form – INV – 5.

5. The Company has not spent requisite amount on Corporate Social Responsibility (CSR) as required u/s 135 of the Companies Act

2013. The explanation to this has been provided in the Board Report.

6. During the period under review the website of the Company was not fully functional and requisite policies as applicable and

available with the Company are yet to be uploaded on the website as required under clause 54 of the Listing Agreement.


We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executive Directors and

Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were

carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven

days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the

meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the

Board of Directors or Committee of the Board, as the case may be. Majority decision is carried through while the dissenting members’

views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the

Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We have relied on the representations made by the Company and its officers for systems and mechanism formed by the Company for

compliances under other applicable Acts/Laws/Regulations to the Company.

We further report that during the audit period, there were no instances of:

(i) Public/Right/Preferential issue of shares / debentures / sweat equity, etc.

(ii) Redemption / buy-back of securities.

(iii) No Major decisions except the mortgage on the properties of the companies from banks and financial Institutions and setting a

limit on borrowings beyond paid up capital and free reserves taken by the members in pursuance to Section 180 of the Companies

Act, 2013

(iv) Merger / amalgamation / reconstruction, etc.

(v) Foreign technical collaborations

FOR NAMITA UJWAL & ASSOCIATES COMPANY SECRETARIES

NAMITA UJWALPlace: VARANASI FCS No.6307Date: 14.08.2015 CP No.4278

Annexure - IVCSR Activity Report

1. Brief outline of the Company CSR Activities JVL Agro Industries Limited (JVL Agro) has always been committed to the cause of social service and has repeatedly channelized a part of its resources and activities, such that it positively affects the society socially, ethically and also environmentally. The Company has, in past, taken up various Corporate Social Responsibility (CSR) initiatives and did value enhancement in the society.

Social and environmental responsibility has always been at the forefront of JVL Agro operating philosophy and as a result the Company consistently contributes to socially responsible activities. CSR at JVL Agro portrays the deep symbolic ties that the Company enjoys with the communities it is engaged with. As a responsible corporate citizen, we try to contribute for social and environmental causes on a regular basis. We believe that to succeed, an organization must maintain highest standards of ethical corporate behavior towards its employees, consumers and societies in which it operates. We are of the opinion that CSR underlines the objective of bringing about a difference and adding value in our stakeholders’ lives.

2. The Composition of the CSR Committee:

The Corporate Social Responsibility Committee was constituted on August 25, 2014 with three Board Members. Mr. Mahesh Kedia is the Chairman of the Committee, Mr. S. N. Jhunjhunwala and Mr. Adarsh Jhunjhunwala, Directors of the Company are the members of the Committee.

3. Average net profit of the Company for last three financial years: H59.51 crore

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): H1.19 crore

5. Details of CSR spent during the financial year;

(a) Total amount to be spent for the financial year : H1.19 crore

(b) Amount unspent: H0.74 crore.

(c) Manner in which the amount spent during the financial year is detailed below:

S. No.

CSR Project of Activity Identified

Sector in which the project is covered

Projects orprograms (1)

Local area or other(2) Specify the

State and districtwhere projects orprograms were

undertaken

Amountoutlay

(Budget)Project orprograms

wise

Amount spenton the projects

or programs Subheads:(1) Direct

expenditureon projects or

programs(2) Overheads

CumulativeExpenditure

upto thereportingperiod

Amount Spent:

Direct or through

implementingagency

1. Construction & Maintenance of park with Ashoka Pillar at Ashapur, Sarnath, Varanasi

Protection of National Heritage & sites of historical

importance

Ashapur, Sarnath, Varanasi

12,52,000 12,52,000 12,52,000 Directly


S. No.

CSR Project of Activity Identified

Sector in which the project is covered

Projects orprograms (1)

Local area or other(2) Specify the

State and districtwhere projects orprograms were

undertaken

Amountoutlay

(Budget)Project orprograms

wise

Amount spenton the projects

or programs Subheads:(1) Direct

expenditureon projects or

programs(2) Overheads

CumulativeExpenditure

upto thereportingperiod

Amount Spent:

Direct or through

implementingagency

2. Provision of education for children in rural areas including girls education; Purchase of school bench for the children, etc.

Promotion of education

Naupur, Sahupuri, etc.

443714 443714 443714 Partly Directly & Partly through

Jhunjhunwala Sewa Society

3. Provision of healthy food & safe drinking water for the needy & mal-nutritional; Arrangement of Free Food for the needy

Eradicating Hunger

Varanasi, Naupur, Chitrakoot

2568539 2568539 2568539 Partly Directly & Partly through

Jhunjhunwala Sewa Society

4. Free health check-up camps, Catalac operation, etc.

Promoting Preventive healthcare, Sanitation

Varanasi 225421 225421 225421 Directly

6. As the Company was in the process of identifying any feasible project or program but due to limited period available the funds of H0.74 crore were not utilized or spent on CSR activities for the FY 2014-15.

7. CSR Committee is responsible for the implementation and monitoring of CSR policy and shall comply with CSR objectives and policy of the Company.

Varanasi, August 25, 2015

For JVL Agro Industries Limited

S.N. Jhunjhunwala Mahesh KediaManaging Director Chairman of CSR Committee

Annexure - V

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO ETC:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided hereunder:

1. CONSERVATION OF ENERGY

(A) ENERGY CONSERVATION MEASURES TAKEN

The use of energy for production purposes is a must for an edible oil manufacturer. Therefore, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings.

Energy costs comprise a substantial part of the Company’s total cost of operations. However, as a part of the Company’s conservation of energy programme, the management has appealed to all the employees / workers to conserve energy. The management has set up an on-going process for optimum utilization of machines. The measures taken have resulted in savings in cost of production, power consumption and processing time. Some of the measures under use during the year 2014-15 are highlighted below:

(i) At each & every unit of the Company, Servo Automatic Voltage Stabilizer alongwith Auto Power Factor Controller (APFC) have been installed.

(ii In the Naupur based unit of the Company, a captive power plant has been installed, thus making the unit self-sufficient to satisfy majority of its power needs & also brings in the efficiency in operations of the Company.

(iii) In Pahleja & Haldia based units of the Company Condensate Recovery System (CRS) have been installed under the survey & guidance of Forbes Marshall in order to utilize excess heat going through the condensate.

(iv) Variable frequency drives have been installed in all the units of the Company in order to get maximum utilization of variable power load and safe start of the machineries & equipments.

(B) ADDITIONAL INVESTMENT AND PROPOSALS, IF ANY, BEING IMPLEMENTED FOR REDUCTION OF CONSUMPTION OF ENERGY

(i) The Company is getting energy audit survey done for the different units of the Company & will implement the feasible suggestions of the auditors.

(C) IMPACT OF THE MEASURES OF THE ABOVE

The impact of above measures is that the Company has saved substantial amount of energy alongwith the economical cost of production & increased efficiency due to low processing time.


(D) TOTAL ENERGY CONSUMPTION AND ENERGY CONSUMPTION PER UNIT OF PRODUCTION AS PER PRESCRIBED FORM A OF THE ANNEXURES IN RESPECT OF THE INDUSTRIES SPECIFIED IN THE SCHEDULE THERETO.

Year Ended March 31, 2015

Previous Year March 31, 2014

(A) Power & Fuel Consumption(1) Electricity(a) Purchased

Unit (000) 23,851 21,678 Total Amount (H Crore) 17.12 15.87 Rate/Unit (H) 7.18 7.32 (b) Own Generation(i) Through Diesel Generators

Unit (000) 770 963 Total Amount (H Crores) 1.27 1.35 Rate/Unit (H) 16.49 14.02 (ii) Through Turbine

Unit (000) 9,649 12,030 Total Amount (H Crores) 1.97 2.20 Rate/Unit (H) 2.04 1.83 (2) Coal/Husk

Quantity (M.T.) 102,878 103,425 Total Coal/Husk (H Crores) 39.04 35.00 Average Rate (H) 3,794.79 3,384.09 (3) Furnace Oil - -(4) Other/ Internal Generation - -(B) Consumption per MT of Vanaspati productionElectricity 54.69 53.59

Furnace Oil - -

Coal (Kgs.) /Husk (Kgs.) 164.00 160.00

EFFORTS MADE IN TECHNOLOGY ABSORPTION.

(A) Specific areas in which R & D carried out by the Company

R & D is focused on the development of new products & processes. Due emphasis is placed on improving quality standards with enhanced customer satisfaction. This was primarily achieved through process improvements, control on systems, reduction of waste and energy conservation. Effective use of tools and small group activities with the technological support resulted in controlling the variations in processes, maximizing the productivity and minimizing the cost of production.

Specific areas in which R & D carried out by the Company:

i) Material evaluation/characterization of raw materials.

ii) Capability development for in- house processes, designs and strategic applications of material for product improvement.

(iii) Energy cost audit is a development exercise towards better utilization of the power resources.

(iv) During the calendar year 2015 the Company has begun R&D on heating the edible oil as a part of manufacturing it through high steam pressure in place of the thermic heating fluid.

(v) The Company has its own research labs at the units to monitor the process operations & quality back-up.

(B) Benefits derived as a result of the above R & D

The R & D activities helped to add new quality product to the range viz. sunflower oil and to achieve greater customer acceptance in the retail market. These activities also enabled the Company to reduce waste, increase productivity, achieve higher “customer satisfaction” and derive following benefits:

a. Increase product range coupled with technology upgradations and cost reduction;

b. Introduction of new product with a focus on achieving global acceptance and in conformity to Indian and International standards;

c. Improved quality in edible oil manufacturing;

d. Increased customer base and additional business volumes;

(C) Future plan of action

a. The Company will explore various options to adopt latest technology and use of equipment for its operations.

b. Investment in expanding distribution footprint.

(D) Expenditure on R & D(H in Crores)

S. No. Particulars Year Ended March 31, 20151 Capital Nil2 Recurring Nil3 Total Nil4 Total R & D Expenditure as a percentage of total Turnover Nil

Expenses incurred on R & D were not material enough to be stated in this report and being an ongoing process, it is difficult to allocate under the above referred heads.

(E) Technology absorption, adaptation and innovation

(i) Efforts, in brief, made towards technology absorption, adaptation and innovation:-

The Company values innovation and applies it to every facet of its business. This drives development of distinctive new products, ever-improving quality standards and more efficient processes.

JVL is the only Company in to have installed the most advanced oil refinery in Haldia. It continues to strive for improvement and has currently adopted technology that helps automate the processes. Product development receives primacy in JVL. The Company is coming up with several premium segment oils as a part of its innovative drive. It has received numerous industry awards over the years.

The Company has augmented its revenues and per unit price realization by deploying innovative marketing strategies and offering exciting new products.

(ii) Benefits derived as a result of the above efforts e.g. Product improvement, cost reduction, product development, import substitution etc.:-

As a result of the above, the following benefits have been achieved:

a. Better efficiency in operations,

b. Reduced dependence on external sources for technology for developing new products and upgrading existing products,

c. Expansion of product range and cost reduction,

d. Meeting Global Standards of quality,

e. Retention of existing customers and expansion of customer base,

(iii) Imported Technology (Imported during the last five years reckoned from the beginning of the financial year)

N.A.

3. FOREIGN EXCHANGE EARNING AND OUTGO

Foreign Exchange Earning and Outgo Year Ended March 31, 2015(I In Crores)

Previous Year March 31, 2014(I In Crores)

Total Foreign Exchange earned 24.83 20.88Total Foreign Exchange Used 3936.43 3535.24


Annexure - VIDisclosure of Information under Section 197(12) of Companies Act, 2013 read with Rule 5 of Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014

I. Ratio of the remuneration of each director to the median remuneration* of the employees of the Company for the financial year 2014-15

S. No.

Name of the Director Remuneration of each Director Per Annum (In H)

Median Remuneration of Employees Per Annum (In H)

Ratio (Remuneration of each Director to Median Remuneration)

1. D.N. Jhunjhunwala 2000000 87480 22.86 times2. S.N. Jhunjhunwala 2500000 87480 28.58 times3. Adarsh Jhunjhunwala 1900000 87480 21.72 times

II. Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the financial year 2014-15

S. No.

Name of the Director/CFO/CEO/CS/Manager

Designation Total Remuneration paid during FY 2014-15

(In H) [I]

Total Remuneration paid during FY 2013-14

(In H)[II]

% increase between (I)

and (II)[(I-II)/II*100]

1. D.N. Jhunjhunwala Chairman of the Board 2000000 2000000 -2. S.N. Jhunjhunwala Managing Director 2500000 2500000 -3. Adarsh Jhunjhunwala Whole time Director 1900000 1900000 -4. Deepak Kumar Chopra CEO 1080000 225000 (joined the

organization since January 15, 2014)

-

5. R.C. Garg CFO 508750 445750 14.13%6. Kartik Agrawal CS 485000 (joined the

organization since July 04, 2014)

- -

III. Percentage increase in the median remuneration of employees in the financial year 2014-15:Median Remuneration of employees

during the FY 2014-15 (In H)(not to be given)

Median Remuneration of employees during the FY 2013-14 (In H)

(not to be given)

Percentage increase

87480/- 70089/- 19.88%

IV. Number of permanent employees on the rolls of the Company – There were 616 permanent employees as on Mach 31, 2015

V. Explanation on the relationship between average increase in remuneration and Company performance:

Factors considered while increase in remuneration are financial performance of the Company, Comparison with peer print media companies, industry benchmark, consideration towards cost of living, inflation, regulatory guidelines as applicable.

Average increase in employee remuneration for the financial year 2014-15 is 19.88% which is in line with company’s policy and financial performance for the year. The Company follows detailed performance review mechanism to ensure that the increase is commensurate with the performance of the employee.

VI. Comparison of remuneration of Key Managerial Personnel against performance of your Company:

For the financial year 2014-15, KMPs were paid approximately 1.35% of the net profit for the year. There was no increase in the remuneration of the KMPs during the year under review.

VII. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Market Capitalization (H In cr)

Price Earnings Ratio

As on 31st March 2014 165.25 2.70As on 31st March 2015 246.03 3.93

Last Market Quotation of the shares of the Company (In H)As on 31st March 2015 (I) 14.65As on date of last public offer* (II) -% increase/decrease between (I) and (II) [(I-II)/II*100] -

VIII. Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with percentile increase in managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average increase in remuneration of managerial personnel, as identified as per Nomination and Remuneration Policy of the Company and employees other than Managerial Personnel is given below:

All Employees other than Managerial Personnel

Managerial Personnel (Directors)

A Total salary given in FY 2014-15 (In H crores) 10.94 0.64B Total number in FY 2014-15 616 3C Average Salary in FY 2014-15 (A/B) 0.018 0.21D Total salary given in FY 2013-14 (In H) 9.02 0.64E Total number in FY 2013-14 598 3F Average Salary in FY 2013-14 (D/E) 0.015 0.21G % increase from FY 2013-14 to FY 2014-15 (Average Percentile)

[(C-F)/F*100]20% -

Average increase in remuneration of managerial personnel, as identified as per Nomination and Remuneration Policy of the Company and employees other than Managerial Personnel is detailed below. Increase in remuneration of both managerial personnel and employees other than Managerial Personnel are in line with financial performance of the Company, industry benchmark, consideration towards cost of living, inflation, regulatory guidelines and after review of performance of all employees and existing contract and approvals, if any. No particular discrimination is made between increase of remuneration of managerial personnel and employees other than Managerial Personnel.


Corporate Governance ReportCorporate Governance Compliance ReportIn terms of Clause 49 of the Listing Agreement (Clause 49)

entered into with the Stock Exchange, the Corporate Governance

Compliance Report is provided hereunder:

1) Company’s philosophy on Code of Corporate Governance“Your” Company philosophy of Corporate Governance envisages

attainment of the highest level of transparency, accountability

and equity in all its dealings with shareholders, employees,

government and lenders and believes that good Corporate

Governance is a powerful medium of sub-serving the long-term

interests of its stakeholders and contemplates corporate actions,

balances the interests of all stakeholders and satisfy the tests

of transparency, independence, accountability, responsibility,

fairness and social responsibility.

The Directors (both Executive and Non-Executive Directors)

and employees are responsible to carry out their duties in an

honest, fair, diligent and ethical manner, within the scope of

the authority conferred upon and in accordance with the laws,

rules, regulations, agreements, guidelines, standards and

internal policies, including such other requirements, which are

incidental thereto. As Directors and employees of the Company,

they have a duty to make decisions and implement policies in

the best interests of the Company and its stakeholders. The

Board of Directors of the Company is entrusted with the fiduciary

responsibility of oversight over the assets and affairs of the

Company.

The Highlight of the Corporate Governance system includes:1. According to clause 49 of the listing agreement, the Board of

Directors of the Company is well represented with Executive,

Non-Executive and Independent Non-Executive Directors

with the Executive Chairman and Managing Director. There

are eight Directors out of which 3 are Executive Directors,

1 Non – Executive Woman Director and remaining 4 are

Independent Director.

2. The Board has constituted several Committees viz. Audit

Committee, Nomination & Remuneration Committee and

Stakeholders’ Relationship Committee for more focused

attention. The Board is empowered to constitute additional

functional Committee from time to time, depending on the

business needs.

3. The Company has established a Code of Conduct and Vigil

Mechanism for prevention of Insider Trading for Directors

and Employees of the Company.

4. Risk Management framework to identify the risk for its

business and to assess the probability of its occurrence. Its

mitigation plans and information placed before the Audit

Committee periodically.

2) Board of DirectorsThe Company is managed and guided by the Board of Directors

(“Board”).The Board formulate the strategy regularly reviews

the performance of the Company, determine the purpose and

values of the Company. The Board provides and evaluates the

strategic direction of the Company, management policies and

their effectiveness and ensures that the long term interests of the

shareholders are being served. The Managing Director with the

support of the Senior Executives oversee the functional matters

of the Company. The Company has an optimum combination of

Executive, Non-Executive and Independent Directors There are

eight directors out of which 3 are Executive, 1 Non-Executive

Non - Independent and remaining 4 are Independent Directors.

a. Composition of Board:The Board comprises an Executive Chairman and seven other

Directors i.e. total eight Directors, of which four Directors are

Non-Executive/Independent Directors (i.e. half of the Board

IX. Comparison of the each remuneration of the Key Managerial Personnel against performance of your company

S. No. Name of the KMP % of Net Profit for the financial year 2014-15 1. D.N. Jhunjhunwala 0.322. S.N. Jhunjhunwala 0.403. Adarsh Jhunjhunwala 0.304. Deepak Kumar Chopra 0.175. R.C. Garg 0.086. Kartik Agrawal 0.08

X. Key parameters for any variable component of remuneration availed by the Directors:

No variable component in remuneration of the Directors and other Key Managerial Personnel.

XI. Ratio of remuneration of the highest paid Director to that of the employees who are not directors but receive remuneration in excess of the highest paid Director during the year:

None

XII. Affirmation that remuneration is as per remuneration policy of the Company:

It is hereby affirmed that the remuneration of all Employees is in accordance with the remuneration policy of the Company.

Note:

1. Remuneration includes salary, allowances and value of perquisites and excludes contribution to provident fund, gratuity, and encashment of leaves, as per rules of the Company.

Disclosure under Section 197(14)

Details of Whole Time Directors or Managing Directors who are in receipt of any commission from the Company as well as Holding Company or Subsidiary Company

Name of WTD or MD Details of commission received from the Company (In H)(%)

Commission received from the holding company/subsidiary Company (Name of the company)(Relationship)(In H)(%)

N.A. N.A. N.A.N.A. N.A. N.A.N.A. N.A. N.A.N.A. N.A. N.A.N.A. N.A. N.A.N.A. N.A. N.A.


comprises Non-Executive/Independent Directors). The Non-

Executive Directors did not have any material pecuniary

relationship or transactions with the Company during the year

2014-15. Hence, the composition of the Board complies with

the requirements of Clause 49 II (A) of the Listing Agreement for

Non-Executive/Independent Directors.

b) Independent Directors:The definition of independence of Directors is derived from Clause

49 of the Listing Agreement executed with the Stock Exchanges.

All the Independent Directors of the Company make declaration

to the Company annually regarding their independence status.

All such declarations were placed before the Board.

None of the Directors on the Board is a Member on more than 10

Committees and Chairman of more than 5 Committees across the

companies in which he is a Director. The necessary disclosures

regarding Committee positions have been made by the Directors

pursuant to Clause 49 of the Listing Agreement.

c) Non-Executive Director’s Compensation and Disclosures:The Non-Executive Directors were not paid any remuneration

during the year. No Stock options were granted to Non-Executive

Directors during the year under review.

d) Other provisions as to Board and Committee:During the year 2014-15, 22 meetings of the Board of Directors

were held April 16, 2014; May 29, 2014; May 30, 2014; July

02, 2014; July 04, 2014; August 13, 2014; August 25, 2014;

October 02, 2014; October 15, 2014; October 24, 2014;

November 03, 2014; November 14, 2014; November 15,

2014; December 08, 2014; December 27, 2014; January 07,

2015; January 30, 2015; February 02, 2015; February 09,

2015; February 23, 2015; March 11, 2015 and March 14,

2015. The maximum time gap between any two consecutive

meetings was not exceeding four months.

Details of attendance of Directors at Board Meeting and at the last Annual General Meeting held on September 22, 2014, with

particulars of their other Directorships and Chairman/ Membership of Board Committees of other Companies showing the position as

on March 31, 2015 are given below:-

Name of Director Category Attendance at Board Meetings

Attendance at Last AGM

No. of Board Committees

membership held

No. of other directorship

held

Mr. D. N. Jhunjhunwala EC/PD/ED/NID 22 Yes 1 1

Mr. S. N. Jhunjhunwala MD/PD/ED/NID 22 Yes 1 6

Mr. Adarsh Jhunjhunwala WTD/PD/ED/NID 22 Yes 1 6

Mrs. Anju Jhunjhunwala PD/NED 15 Yes 0 3

Mr. Harsh Agarwal NED/ID 13 No 2 2

Dr. S. K. Dikshit NED/ID 17 Yes 3 0

Mr. Mahesh Kedia NED/ID 17 No 4 3

Mr. Kanhaiya Lal Goenka NED/ID 1 No 0 3

Notes:1. This number includes memberships of Directors in the Audit Committee, Nomination & Remuneration Committee, Stakeholders’

Relationship Committee.

2. This number excludes the directorship held in private limited companies, foreign companies and companies registered under Section 8 of Companies Act, 2013.

Information placed before the Board:

The Board of ‘JVL’ is presented with all relevant information on

various vital matters affecting the working of the Company in

addition to the matters set out in Annexure IA of Clause 49 of

the Listing Agreement. Also, extensive information is provided

on various critical matters such as production, sales, exports,

financial performance, foreign exchange exposure, staff matters,

legal proceedings, share transfer compliance, quarterly financial

results, significant labour and human relation matters, and other

such matters.

Compliance: The Company Secretary prepares the agenda in consultation

with the Chairman, Managing Director, and Wholetime Director

of the Company and the Chairman of various committees of

the Company. The agenda for the Board meetings and its

committees, together with the appropriate supporting documents,

are circulated well in advance of the meetings. The meetings are

normally held at the Company’s registered office.

Code of Conduct:

The Board of directors has laid down code of conduct for all

Board members and Senior Management of the Company.

The members of the Board of directors and Senior Management

Personnel have affirmed the compliance with the code applicable

to them during the year ended March 31, 2015. The Annual

report of the Company contains a Certificate by the CEO in this

regard. The code of conduct as applicable to directors as well as

senior management of the Company are uploaded on the website

of the Company www.jvlagro.com.

3) Audit Committee(A) Qualified and Independent Audit Committee:The Company complies with the provisions of Section 177 of the

Companies Act, 2013 as well as requirements under Clause 49

of the listing agreement pertaining to the Audit Committee. Its

functioning is as under:

(i) The Audit Committee presently consists of 3 Directors. All

the Committee members are Independent Directors.

(ii) All members of the Committee are financially literate and

having the requisite financial management expertise.

(iii) The Chairman of the Audit Committee is an Independent

Director.

(iv) M/s Singh Dikshit & Co. has audited the accounts of the

Company for the financial year 2014-15 and will continue

to audit in future subject to approval of shareholders in

Annual General Meeting.

(v) Company Secretary to act as the Secretary of the Committee.

(B) Composition, names of Members and Chairperson, its meetings and attendance:

Meetings of the Audit Committee

The Chairman of the Audit Committee is. Mr. Mahesh Kedia.

During the year, 4 Audit Committee meetings were held on

30.05.2014, 13.08.2014, 14.11.2014 and 09.02.2015.

The Audit Committee as reconstituted by the Board on August

25, 2014 consists of Directors viz. Mr. Mahesh Kedia, Mr. Harsh

Agrawal, and Mr. Kanhaiya Lal Goenka. Mr. Mahesh Kedia is

the Chairman of the Committee and was not present in the last

Annual General Meeting. Mr. Kartik Agrawal was the Secretary

of the meeting. The constitution of the Audit Committee complies

with the requirements of Clause 49 of the Listing Agreement

and Section 177 of the Companies Act, 2013. The primary

objective of the Audit Committee is to monitor and supervise the

Company’s financial reporting process with a view to provide

accurate, timely and proper disclosures and financial reporting.

Mr. Dina Nath Jhunjhunwala is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered

himself for reappointment. Relevant details pertaining to them are provided in the notice of the Annual General Meeting.

** EC: Executive Chairman MD: Managing Director WTD: Wholetime Director

PD: Promoter Director ED: Executive Director ID: Independent Director

NP: Non-Promoter Director NED: Non-Executive Director NID: Non-Independent Director

**As per amended clause 49 of the Listing Agreement which has come into force on October 01, 2014, every listed company shall

have atleast One Women Director in their Board. Accordingly the Board has appointed Mrs. Anju Jhunjhunwala as Women Director.


(C) Terms of Reference :-(A) The Audit Committee while exercising its functions has

powers including but not limited to the following:

To investigate any activity brought to the notice of the

Committee.

To seek information from any employee.

To obtain outside legal or other professional advice.

To secure attendance of outsiders with relevant expertise, if it

considers necessary.

Review and monitor the auditor’s independence and

performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions of

the Company with related parties;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the Company, wherever

there is such occasion;

Evaluation of internal financial controls and risk management

systems

(B) Role of Audit Committee shall include the following and

perform functions as would be assigned to it from time to time by

the Board and in particular the following:

1. Oversight of the Company’s financial reporting process and

the disclosure of its financial information to ensure that the

financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of

appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services

rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial

statements and auditor’s report thereon before submission

to the board for approval, with particular reference to:

a. Matters required to be included in the Director’s

Responsibility Statement to be included in the Board’s

report in terms of clause (c) of sub-section 3 of section

134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and

reasons for the same

c. Major accounting entries involving estimates based on

the exercise of judgment by management

d. Significant adjustments made in the financial statements

arising out of audit findings

e. Compliance with listing and other legal requirements

relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

5. Reviewing, with the management, the quarterly financial

statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses /

application of funds raised through an issue (public issue,

rights issue, preferential issue, etc.), the statement of funds

utilised for purposes other than those stated in the offer

document / prospectus / notice and the report submitted

by the monitoring agency monitoring the utilisation of

The Committee met four times during the year. The composition of the Committee during the year 2014-15 as well as particulars of attendance, category and status is given below:

Sl. No.

Name of the member Category of Directorship

Status in Committee

Date of meeting

No. of MeetingsAttended

1 Dr. S. K. Dikshit NED/ID Past Chairman 30.05.2014 2

2 Mr. Mahesh Kedia NED/ID Present

Chairman Member

13.08.2014 4

3 Mr. Harsh Agrawal NED/ID Member 14.11.2014 2

4 Mr. Kanhaiya Lal Goenka NED/ID Member 09.02.2015 0

5 Mr. D. N. Jhunjhuwala ED/NED/PD/EC Past Member 2

proceeds of a public or rights issue, and making appropriate

recommendations to the Board to take up steps in this

matter;

7. Review and monitor the auditor’s independence and

performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of

the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company,

wherever there is such occasion;

11. Evaluation of internal financial controls and risk management

systems;

12. Reviewing, with the management, performance of statutory

and internal auditors, adequacy of the internal control

systems;

13. Reviewing the adequacy of internal audit function, if any,

including the structure of the internal audit department,

staffing and seniority of the official heading the department,

reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings

and follow up there on;

15. Reviewing the findings of any internal investigations by the

internal auditors into matters where there is suspected fraud

or irregularity or a failure of internal control systems of a

material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit

commences, about the nature and scope of audit as well as

post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the

payment to the depositors, debenture holders, shareholders

(in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance

Director or any other person heading the finance function or

discharging that function) after assessing the qualifications,

experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms

of reference of the Audit Committee.

The Audit Committee shall mandatorily review the following

information:

1. Management discussion and analysis of financial condition

and results of operations;

2. Statement of significant related party transactions (as defined

by the Audit Committee), submitted by management;

3. Management letters / letters of internal control weaknesses

issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses;

and

5. The appointment, removal and terms of remuneration of the

Chief internal auditor shall be subject to review by the Audit

Committee.

The Audit Committee may call for the comments of the

auditors about internal control systems, the scope of audit,

including the observations of the auditors and review of

financial statement before their submission to the Board and

may also discuss any related issues with the internal and

statutory auditors and the management of the Company.

The Audit Committee shall have authority to investigate into

any matter in relation to the items specified above or referred

to it by the Board and for this purpose shall have power to

obtain professional advice from external sources and have

full access to information contained in the records of the

Company.

The auditors of a Company and the key managerial personnel

shall have a right to be heard in the meetings of the Audit

Committee when it considers the auditor’s report but shall

not have the right to vote.

The Company has established a vigil mechanism for directors

and employees to report genuine concerns. Vigil mechanism

shall provide for adequate safeguards against victimisation

of persons who use such mechanism and make provision for

direct access to the chairperson of the Audit Committee in

appropriate or exceptional case. The details of establishment

of such mechanism shall be disclosed by the Company on

its website, and in the Board’s report.

The information as prescribed under Clause 49 (VII) (D) of

the Listing Agreement has been reviewed from time to time.


4) Nomination & Remuneration CommitteeThis is a mandatory requirement under Section 178 of Companies

Act, 2013 & Clause 49 of the Listing Agreement. The Board

has formed a Nomination & Remuneration Committee and all

decisions on appointment and remuneration of Directors are

taken by the Board of Directors and approved by the shareholders

in the general meeting.

Nomination & Remuneration Committee comprises three

Non-Executive Independent Directors viz. Dr. S. K. Dikshit,

Mr. Kanhaiya Lal Goenka and Mr. Mahesh Kedia. The policy of

the Committee is to pay remuneration according to comparable

size of the industry.

The broad terms of reference of the Remuneration Committee

are as follows:

To decide on the remuneration policy of the managerial

personnel.

To approve of the appointment/reappointment of the

managerial personnel for such tenure as they may decide.

To approve the remuneration package to the managerial

personnel within the limits provided in Companies Act,

2013.

Such other powers/functions as may be delegated by the

Board from time to time.

The Committee did not meet during the year. The composition of the Committee during the year 2014-15 as well as particulars of attendance, category and status is given below:

Sl. No.


Status in Committee


1 Dr. S. K. Dikshit NED/ID Chairman 0

2 Mr. Mahesh Kedia NED/ID Member 0

3 Mr. Kanhaiya Lal Goenka * NED/ID Member 0

*As per amended clause 49 of the Listing Agreement which will come into force on October 01, 2014. The formation of Remuneration Committee becomes a mandatory requirement & its role is defined under the same.

5) Stakeholders’ Relationship CommitteeIn compliance with section 178 of the Companies Act, 2013 and clause 49 of the Listing agreement, the Stakeholders’ Relationship

Committee, as a sub-committee of the Board. The Committee comprises Dr. S. K. Dikshit, Mr. Kanhaiya Lal Goenka and Mr. Mahesh

Kedia. The Committee, inter alia, reviews shareholders grievances/ complaints like transfer of shares, non-receipt of Balance Sheet

and other ancillary matters. The Committee looks after the performance of Registrar and Transfer Agent and recommends measures

for overall improvement in the quality of investors services.

6) Corporate Social Responsibility CommitteeThe Corporate Social Responsibility Committee, as a sub-committee of the Board. The Committee comprises Mr. Mahesh Kedia,

Mr. S. N. Jhunjhunwala and Mr. Adarsh Jhunjhunwala. The Committee, inter alia, frames CSR policy for the Company and monitors

& supervises the progress of Company in CSR initiatives as per the approved policy document. The Company has been disclosed on

the website of the Company www.jvlagro.com.

The Committee met once during the year. The composition of the Committee during the year 2014-15 as well as particulars of

attendance, category and status is given below:

Sl. No.


Status in Committee


1 Mr. Mahesh Kedia NED/ID Chairman 1

2 Mr. S. N. Jhunjhunwala MD/PD/ED Member 1

3 Mr. Adarsh Jhunjhunwala WTD/PD Member 1

4 Mr. Kartik Agrawal Company Secretary Secretary 1

7) Disclosures(A) Basis of Related Party Transactions:The transactions with the related parties i.e. Promoters, Directors

or their Management or Relatives are not contradictory with

the Company’s interest as one disclosed in the notes forming

part of the accounts. Adequate care was taken to ensure that

the potential conflict of interest did not harm the interest of the

Company at large. The Company has been disclosed on the

website of the Company www.jvlagro.com.

The Company complied with the requirements of the Stock

Exchanges/SEBI/Statutory Authorities on all related to the capital

market during last three years. There were no penalties or

strictures imposed on the Company by the Stock Exchanges or

SEBI or any Statutory Authorities.

(B) Disclosure of Accounting Treatment:During the year, there has been no change in Accounting

Standard applicable to the Company.

(C) Board Disclosure – Risk Management: The Company has laid down procedures to inform the Board

of Directors about the risk management and its minimisation

Procedures. The Audit Committee and Board of Directors review

these procedures periodically.

The Committee met once during the year. The composition of the Committee during the year 2014-15 as well as particulars of attendance, category and status is given below:

Sl. No.


Status in Committee


1 Dr. S. K. Dikshit NED/ID Chairman 1

2 Mr. Mahesh Kedia NED/ID Member 1

3 Mr. Kanhaiya Lal Goenka NED/ID Member 1

4 Mr. Kartik Agrawal Company Secretary Secretary 1

The Board had designated Mr. S. N. Jhunjhunwala, Managing Director as Compliance Officer and Mr. Kartik Agrawal, Company Secretary as Co-Compliance Officer for the compliance of the requirements of the securities laws and listing agreement with the stock exchanges in India. Mr. Kartik Agrawal, Company Secretary, provide secretarial support to the Committee. During the year, the Company received 11 complaints from the shareholders and the same were attended within a reasonable period of time.


(D) Proceeds from Public Issues, Right Issues, Preferential Issues etc.:The Company did not have any of the above issues during the

year under review.

(E) Whistle Blower Policy / Vigil Mechanism:The Vigil mechanism (whistle blower policy) for the directors

and employee to report their genuine concerns or grievances in

compliance with the provisions of Rule 7 of chapter XII of the

Companies (Meetings of Board and its Powers) Rules, 2014 was

formed vide Board Meeting dated August 25, 2014. This policy

is explained in the board report and also posted on the website

of the Company.

(F) Management Discussion and Analysis Report:The Management Discussion and Analysis Report have been

included separately in the Annual Report to the Shareholders.

(G) Shareholders:The quarterly results made by the Company are put on the

Company’s website under the following link www.jvlagro.com.

Mr. Dina Nath Jhunjhunwala is liable to retire by rotation at

the ensuing Annual General Meeting and, being eligible, offer

himself for re-election as Executive Director.

8) CEO/CFO CertificationThe CEO has certified to the Board in accordance with Clause 49

(IX) of the Listing Agreement pertaining to CEO/CFO Certification

for the financial year ended March 31, 2015.

9) Compliance on Corporate GovernanceThe quarterly compliance report has been submitted to the

Stock Exchange where the Company’s equity shares are listed

in the requisite format duly signed by the Compliance officer.

Pursuant to the Clause 49 of the Listing Agreement, the Auditor’s

Certificate in compliance on conditions of Corporate Governance

is published elsewhere in the Annual Report.

10) General Body Meeting(A) Location and time of General Meetings held in the last 3 years:Details of the Annual General Meetings (AGM) held during last three years are as under:

Year Location Date Day Time Special Resolutions

2011-12 Hotel Radisson, The Mall, Cantonment, Varanasi September 29, 2012 Saturday 4.00 P.M. 3

2012-13 Hotel Radisson, The Mall, Cantonment, Varanasi September 30, 2013 Monday 3.00 P.M 3

2013-14 Hotel Gateway (Taj), Nadesar, Varanasi September 22, 2014 Monday 11:00 A.M. 2

(B) Postal Ballot:

(i) Details of the Special/Ordinary Resolutions passed by the Company through Postal Ballot:

During the financial year 2014-15 ended on March 31, 2015, no special/ordinary resolutions passed by the Company through

Postal Ballot.

(ii) Whether any Special Resolution is proposed to be conducted through Postal Ballot:

There is no proposal for any special resolution to be put through postal ballot at the forthcoming Annual General Meeting for

shareholders’ approval.

11) Means of communication During the year, unaudited quarterly results, audited annual financial results and notices of the Company were submitted to the stock

exchanges soon after their approval in the Board meeting and the same were published in two leading newspapers –Economic Times

(English national daily) and Hindustan/Dainik Jagran (regional newspaper).

12) General shareholder informationa) 26th Annual General Meeting:

Date, Day & Time : September 25, 2015, Friday, at 3.00 P.M.

Venue : At Hotel Radisson, The Mall, Cantonment, Varanasi

b) Tentative Financial Calender for the year 2015-16

Financial Year : April 01, 2015 to March 31, 2016

Annual General Meeting : September 30, 2015 (Indicative)

Results for quarter ending June 30, 2015 : Second week of August, 2015.

Results for quarter ending September 30, 2015 : First week of November, 2015.

Results for quarter ending December 31, 2015 : First week of February, 2016.

Results for quarter ending March 31, 2016 : Last week of May, 2016.

c) Book closure date (Both days inclusive) : September 19, 2015 to September 25, 2015

d) Dividend payment date : Within thirty days from the date of dividend declaration.

e) Listing of Equity Share : National Stock Exchange of India Ltd., Mumbai

The Bombay Stock Exchange, Mumbai

The Company has paid the annual listing fees for the year 2015-16

to above stock exchanges.

f) (i) Stock code: Scrip Code No. : The Bombay Stock Exchange : 519248

National Stock Exchange of India : -

Trading symbol The Bombay Stock Exchange : JVLAGRO

National Stock Exchange of India : JVLAGRO

(ii) Demat ISIN Nos. : in NSDL and CDSL for equity shares : INE430G01026


g) Stock Market Price Data(In J)

The Bombay Stock Exchange (BSE)

Month Month’s High Price Month’s Low Price

April, 2014 12.27 9.26

May, 2014 17.49 10.00

June, 2014 17.81 14.65

July, 2014 20.60 15.50

August, 2014 20.30 16.05

September, 2014 23.95 17.35

October, 2014 19.40 17.25

November, 2014 21.80 17.60

December, 2014 22.90 15.70

January, 2015 21.95 19.50

February, 2015 21.95 16.95

March, 2015 17.55 13.00

There was no trading at the U.P. Stock Exchange Association Ltd., Kanpur and at Delhi Stock Exchange Limited, New Delhi, during

the year 2014-15.

h) Distribution of shareholding as on March 31, 2015

No. of Shares held No of Shareholders(Folio)

% of shareholders No of Shares % of Shareholding

Up to 500 4584 50.6184 1029004 0.6127

501 to 1000 1821 20.1082 1679559 1.0000

1001 to 2000 999 11.0314 1710508 1.0185

2001 to 3000 405 4.4722 1097756 0.6537

3001 to 4000 179 1.9766 662790 0.3947

4001 to 5000 270 2.9814 1320057 0.7860

5001 to 10000 385 4.2513 2958765 1.7618

10001 to 50000 303 3.3458 6189077 3.6853

50001 to 100000 56 0.6184 4009326 2.3874

Above 100000 54 0.5963 147283158 87.6999

9056 100.00 167940000 100.00

i) Registrar and Transfer Agents : MCS Share Transfer Agent Limited

(Share transfer and communication Venkatesh Bhavan,

regarding share certificates, F-65, Ist Floor, Okhla Indl. Area,

and change of address, etc.) Phase 1, New Delhi 110 020

Contact No : 011-41406149 (Extn. 51&52)

E-mail Id : [email protected], [email protected]

j) Share transfer system

To expedite the transfer of shares held in physical form, the power to authorise transfers have been delegated to R&TA of the

Company “MCS Share Transfer Agent Limited”, New Delhi. The requests for share transfers received being valid and complete in

all respects are processed and the share certificates after transfer are returned within a period of 21 days from the date of receipt.

k) Shareholding pattern as on March 31, 2015

NRI & Foreign Nationals

Bodies Corporate

Public & Others

Foreign Institutional Investors

Banks & Financial Institutions

Promoters

100000000800000006000000040000000200000000

Promoters Banks & Financial

Institutions

Foreign Institutional

Investors

Public & Others

Bodies Corporate

NRI & Foreign

Nationals

No. of total shares 88551387 79000 22504680 24418018 31457819 929096

% of total shares 52.73% 0.05% 13.40% 14.54% 18.73% 0.55%


10% 9%

81%

Shares in physical form

Shares in dematerialised form NSDL

Shares in dematerialised form CDSL

l) Dematerialisation of shares and liquidity:

The equity share of the Company is traded compulsorily in the dematerialised segment of all the stock exchanges. The Company

has arrangements with both National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited

(CDSL) to establish electronic connectivity of our shares for scrip less trading and liquidity of shares. As on March 31, 2015, form

of shares is as follows:

The shares of the Company are actively traded at the Bombay Stock Exchange, Mumbai and National Stock Exchange, Mumbai.

m) Plant locations: (A) Vill. Naupur, P.O. Thanagaddihe, Kerakat, Dist. Jaunpur (U.P.)

(B) JVL Agro Foods (a unit of JVL Agro Industries Ltd.) 207 MIA RIICO, Alwar, Rajasthan.

(C) JVL Oils & Foods (a unit of JVL Agro Industries Ltd.) Pahleja, Dehri-on-sone, Bihar

(D) JVL Oil Refinery (A unit of JVL Agro Industries Ltd.) JL # 149, Mouza – Debhog, PS – Bhabanipur, Purba Medinipur, Haldia - 712657

(E) JVL Rice Mill, (A unit of JVL Agro Industries Ltd.) Sasaram Akhorigola Road, Jorawarpur, District Rohtas, Bihar

n) (i) Investor correspondence: For transfer/dematerialisation of i) For shares held in physical form:

shares and any other query related MCS Share Transfer Agent Limited to the Company shares. F-65, 1st Floor, Okhla Indl. Area, Phase 1, New Delhi 110 020

Ph. No. - 011-41406149 (Extn. 51&52) E-mail - [email protected]

ii) For shares held in demat form: To the depository participants.

(ii) Any query on Annual Report Secretarial Department Mr. Kartik Agrawal Jhunjhunwala Bhawan, Nati Imli, Varanasi-221001 Ph. No.- 0542-2595930/2595931/2595932 E-mail Id- [email protected]

The above report was adopted by Board of Directors at their meeting held on August 25, 2015

Code of Conduct

In accordance with Clause 49 sub-clause I (E) of the Listing Agreement with the stock exchanges, I hereby confirm that, all the

Directors and the Senior Management Personnel of the Company have affirmed compliance to the Code of Conduct, as applicable to

them for the financial year ended March 31, 2015.


SD/-

Place: Varanasi (Deepak Kumar Chopra)

Date: August 25, 2015 Chief Executive Officer


CEO Certificate Under Clause 49 (IX)

To,

The Board of Directors

JVL Agro Industries Ltd.

1. We have reviewed financial statements and the cash flow statement of JVL Agro Industries Limited for the year ended March 31,

2015 and to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might

be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting

standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are

fraudulent, illegal or violative of the Company’s Code of Conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the

effectiveness of Company’s internal control systems pertaining to financial reporting. We have not come across any reportable

deficiencies in the design or operation of such internal controls.

4. We have indicated to the Auditors and the Audit Committee:

(i) that there are no significant changes in internal control over financial reporting during the year;

(ii) that there are no significant changes in accounting policies during the year; and

(iii) that there are no instances of significant fraud of which we have become aware.


SD/-

Place: Varanasi (Deepak Kumar Chopra)

Date: August 25, 2015 Chief Executive Officer

AUDITOR’S CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT(S)

ToThe Members ofJVL Agro Industries Ltd

1. We have reviewed the implementation of Corporate Governance by JVL Agro Industries Ltd during the year ended 31st March, 2015 with the relevant records and documents maintained by the Company, furnished to us for our review and the report on Corporate Governance as approved by the Board of Directors.

2. The compliance of conditions on Corporate Governance is the responsibility of the Management. Our examination was limited to review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

3. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

4. We state that no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by the Shareholders / Investors Grievance Committee.

5. On the basis of our review and according to the information and explanations provided to us, the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement(s) with the Stock Exchanges have been complied with in all material respect by the Company.

FOR SINGH DIKSHIT & CO.(CHARTERED ACCOUNTANTS)

FRN: 007555C

(RANJISH VISHWAKARMA)Place of Signature: Kolkata PARTNERDate: 30th day of May, 2015 M.No. 404363


Independent Auditor’s Report

ToThe Members of JVL Agro Industries Limited

Report on the Standalone Financial StatementsWe have audited the accompanying standalone financial statements of JVL AGRO INDUSTRIES LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the

audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2015

(‘the Order’) issued by the Central Government in terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of examination of the financial transactions & other related matters of the company, we have not found any observation or matters which may have adverse effect on the company.

(f) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

(h) With respect to the matter to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit & Auditors) Rules,2014, refer to our separate report in “Annexure A”

For Singh Dikshit & Co.Chartered Accountants

Firm’s Registration No. 007555C

Ranjish VishwakarmaPlace of Signature: Kolkata Membership No. 404363Date: 30th day of May, 2015


Annexure ‘A’ to the Auditors’ ReportThe Annexure referred to in our report to the members of JVL AGRO INDUSTRIES LIMITED (the ‘Company’) for the year ended on 31.03.2015. We report that:

S.No.

Particulars Auditors Remark

(i) (a) whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

The company has not yet maintained proper records showing full particulars including quantitative details and situation of fixed assets. Fixed Assets Register is under preparation.

(b) whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account.

As explained to us the assets have been physically verified by the management during the year and according to the management no discrepancy was found during such verification.

(ii) (a) whether physical verification of inventory has been conducted at reasonable intervals by the management.

The inventories have been physically verified during the year by the management, the frequency of verification is reasonable.

(b) are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business. If not, the inadequacies in such procedures should be reported.

The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account.

On the basis of our examination of the records of inventory, we are of opinion that the Company is maintaining proper records of its inventories. The discrepancies noticed between physical stock and the books records were not material.

(iii) Whether the company has granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. If so.

The company has neither taken nor given any loan from/to parties listed under section 189 of the Companies Act, 2013.

(a) whether receipt of the principal amount and interest are also regular N.A.

(b) if overdue amount is more than rupees one lacs, whether reasonable steps have been taken by the company for recovery of the principal and interest.

N.A.

(iv) Is there an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. Whether there is a continuing failure to correct major weaknesses in internal control system.

In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, we have not observed major weaknesses in the internal controls.

(v) In case the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, where applicable, have been complied with? If not, the nature of contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?

The Company has not accepted any deposits from the public during the year.

(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, whether such accounts and records have been made and maintained;

In our opinion the company has made and maintained cost records under section 148 (1) of the Companies Act, 2013. We have not however made detailed examination of the records with a view of determining whether these are accurate or complete.

S.No.

Particulars Auditors Remark

(vii) (a) is the company regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.

According to the information and explanation given to us, there are no dues of Trade tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited.

(b) in case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute).

Explained under note no. 18.

(c) whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

Refer to Note- 41 of financial statement.

(viii) whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year.

The Company has no accumulated losses at the end of the year. The Company has not incurred cash losses during the five year as well as in immediately preceding financial year.

(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be reported.

Based on our audit procedure and according to the information and explanations given to us, we are of opinion that the company has not defaulted in repayment of dues to the financial institution and banks.

(x) whether the company has given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

According to information and explanation given to us, the company has not given guarantee for the loan taken by others from banks.

(xi) whether term loans were applied for the purpose for which the loans were obtained.

The term loans have been utilized for the purpose for which they were taken.

(xii) whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.

Based upon the audit procedure performed and the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.


Firm’s Registration No.007555C

Ranjish VishwakarmaPlace of Signature: Kolkata Membership No. 404363Date: 30th day of May, 2015


Balance Sheet As at 31st March 2015 (H In Crore)

Note NoAs at

31st March 2015 As at

31st March 2014 I. EQUITY AND LIABILITIES

Shareholders’ Fund

(a) Share Capital 3 16.79 16.79

(b) Reserves & Surplus 4 508.07 449.36 Non-Current Liabilities

(a) Long-Term Borrowings 5 66.66 74.41

(b) Deferred Tax Liabilities 31.84 33.87

(c) Other Long Term Liabilities 6 11.58 11.69 Current Liabilities

(a) Short-Term Borrowings 7 170.82 133.76

(b) Trade Payables 8 968.42 834.79

(c) Other Current Liabilities 9 51.62 46.56

(d) Short-Term Provisions 10 4.05 4.15 TOTAL 1,829.85 1,605.38

II. ASSETS

Non-Current Assets

(a) Fixed Assets 11

(i) Tangible Assets 409.63 363.87

(ii) Capital Work-in-Progress 1.69 19.26

(b) Non-Current Investments 12 5.44 5.53

(c) Long-Term Loans & Advances 13 20.48 25.42 Current Assets

(a) Inventories 14 562.61 454.20

(b) Trade Receivables 15 288.75 188.64

(c) Cash & Bank Balances 16 412.89 439.32

(d) Short-Term Loans & Advances 17 128.36 109.14 TOTAL 1,829.85 1,605.38

Summary of Significant Accounting Policies 2

Contingent Liability & other commitments 18

The accompaying notes are an integral part of these financial statements

As per our report of even date For and on behalf of Board of DirectorsFor Singh Dikshit & Co.Chartered AccountantsFRN: 007555C

S.N. Jhunjhunwala Adarsh Jhunjhunwala Managing Director Whole-time Director

Ranjish Vishwakarma R.C. Garg Kartik Agrawal [Partner] Chief Financial Officer Company Secretary M.No. 404363Kolkata - 30th day of May, 2015

Statement of Profit and Loss For the year ended 31st March 2015 (H In Crore)

Note No Reporting Period ended on 31st March 2015

Reporting Period ended on 31st March 2014

INCOME

I. Income From Operations 19 4,403.88 4,350.47

II. Other Income 20 5.80 4.44 Total Revenue (I+II) 4,409.68 4,354.91 EXPENSES

Cost of Materials Consumed 21 3,264.13 3,347.19

Purchases of Goods Traded 22 958.40 959.70

Changes in Inventories 23 3.96 (114.00)

Employee Benefits Expense 24 12.04 10.11

Finance Costs 25 42.07 35.20

Depreciation Expense 11 16.24 18.75

Other Expenses 26 88.37 82.78 Total Expenses 4,385.21 4,339.73 Profit Before Exceptional Items & Tax 24.47 15.18

Exceptional items 27 41.01 54.84 Profit Before Tax 65.48 70.02

Tax Expense

(1) Current tax (4.86) (3.16)

(2) MAT Credit - -

(3) Provision for Tax for Earlier year Written off/provided for - -

(4) Deferred Tax Assets / (Liabilities) 2.01 (5.60)Profit for the Period 62.63 61.26

Earnings per Equity Share:

(1) Basic 3.73 3.65

(2) Diluted 3.73 3.65

Summary of Significant Accounting Policies 2






Note 1 COMPANY INFORMATION

JVL Agro Industries Limited (the ‘Company’) is a public limited company and listed on Bombay Stock Exchange (BSE), National Stock Exchange (NSE), Delhi Stock Exchange and Uttar Pradesh Stock Exchange (Kanpur). The company is market leader in edible oil industry. The company has started production of rice during the year. The company has manufacturing facilities in Naupur- Uttar Pradesh, Alwar- Rajasthan, Dehri- Bihar, Haldia- West Bengal and Rohtas, Bihar and sell primarily in India.

Note 2 SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis for preparation of accounts:- The accounts have been prepared to comply in all material aspects with applicable accounting principles in India. All assets

and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in Revised Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current / non-current classification of assets and liabilities. These accounts are prepared on the principles of going concern and consonance with generally accepted accounting principle.

2.2 Revenue Recognition:- Sales are recognized when the substantial risks and rewards of ownership in the goods are transferred to the buyer, upon supply

of goods, and are recorded net of trade discounts, rebates, trade taxes & Freight (on goods manufactured and traded).

2.3 Expenditures:- Expenses are accounted for on accrual basis and provision is made for all known losses and liabilities except gratuity and misc.

petty item which are accounted for on cash basis. Cost of Raw material consumed includes duty, port charges, transportation, agent commission, net of interest on finance charges including gain/(loss) on foreign currency fluctuation, loading/unloading expenses, factory expenses & production expenses etc.

2.4 Tangible Fixed Assets:- Fixed assets are stated at cost and adjusted by foreign currency fluctuation against loan repayment less accumulated depreciation

and accumulated impairment losses, if any. Subsequent expenditures related to an item of fixed asset are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost are recognized in the profit and loss account. Depreciation on account of fluctuation of foreign currency loans availed in respect of fixed assets is provided as aforesaid over the residual life of the respective fixed assets.

2.5 Depreciation:- Depreciation on fixed assets is provided on the straight line method. Depreciation is provided based on useful life of the assets

as prescribed in Schedule -II to the Companies Act, 2013.

2.6 Intangible Assets:- The company does not have any intangible assets.

2.7 Investments:- Investments are stated at the cost value. Investments in shares are stated as Short Term Loans & Advances. As per management,

reductions in market rates are temporary, and hence no provision is required to be made in account.

2.8 Inventories:- Finished goods, traded goods are valued at cost or net market value whichever is lower. Raw Material, Packing Material,

Chemicals and Stores are valued at cost. Works in progress are valued at raw material cost. By products are valued at estimated realizable value.

2.9 Current and Deferred Tax Liability/Assets :- Deferred tax is recognized on timing differences being the differences between taxable incomes and accounting income that

originate in one reporting period and are capable of reversal in one or more subsequent reporting period.

Note 2 SIGNIFICANT ACCOUNTING POLICIES (contd.)

2.10 Foreign Currency Transaction:- Foreign currency transactions are recorded on the basis of exchange rate prevailing on the date of their occurrence. Foreign

currency liabilities as on Balance Sheet date are revalued in the accounts on the basis of exchange rates prevailing at the close of the year, exchange differences arises there from is recognize to the statement of profit & loss or is adjusted to the cost of fixed assets. Other exchange differences are recognized as income or expenses in the period in which they arise. Foreign Exchange Gain/Loss arises on forward contract are also recognized in the statement of profit and loss in the reporting period in which exchange rate change. Any profit or loss arising on cancellation or renewal of such a forward exchange contract are also recognized as income or as expense for the period

2.11 Segment Reporting:- The company’s present operations are related to production of Vanaspati, Refine & Mustard Oil, DOC and trading of goods, the

company has also started production of rice. The entire income of the company is mainly in India, hence there is no reportable geographical segment. Edible Oils (Vanaspati, Refine & Vanaspati ) are the primary segment of the company, production of rice is not reportable segment in accordance with para 27 of Accounting Standard – 17 and there is no secondary segment.

2.12 Earning Per Share:- Basic earnings per share is calculated by dividing the net profit for the reporting period attributable to equity shareholders by

the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

2.13 Government Grants:- Grant including subsidy/rebates/re-imbursements is transferred to statement of profit & loss a/c from capital reserve on the basis

of accrual of same. Grant relating to fixed assets are credited to Capital Reserve Account or adjusted in cost of such assets as the case may be.

2.14 Impairment of Fixed Assets:- An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged

to the Profit and Loss Account in the year in which an asset is identified as impaired. The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

2.15 Borrowing Cost:- Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of

such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to Profit and Loss account.

2.16 Employee Benefit:- Short-term employee benefits are recognized as an expense at the undiscounted amount in the profit and loss account of the

year in which the related service is rendered. Post employment and other long term employee benefits are recognized as an expense in the Profit and Loss account for the year in which the employee has rendered services. The expense is recognized at the present value of the amounts payable determined using actuarial valuation techniques. Actuarial gains and losses in respect of post employment and other long term benefits are charged to the Profit and Loss account.

2.17 Provisions, Contingent Liability & Contingent Assets:- Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a

result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes.

Notes to the Financial Statements For the reporting period ended 31st March, 2015 Notes to the Financial Statements For the reporting period ended 31st March, 2015


Note 3 SHARE CAPITAL

(H In Crore)Particulars Reporting Period ended

on 31st March 2015 Reporting Period ended on 31st March 2014

A. Authorised Capital:

20,00,00,000 (20,00,00,000) Equity Shares of H1/- each 20.00 20.00

5,000, 10% (5,000) Cumulative Red.Pref.Shares of H100/- each 0.05 0.05

2,50,000, (2,50,000) Cumulative Red.Pref.Shares of H100/- each 2.50 2.50 22.55 22.55

B. Issued, subscribed & fully paid up capital :

16,79,40,000 (16,79,40,000) Equity Shares of H1/- each (H1/- each) 16.79 16.79 Total 16.79 16.79 C. Reconciliation of number of shares

Equity Shares :

Balance as at beginning of the year 16,79,40,000 Equity Shares 167940000 167940000

Add: Shares Issued 0 0

Less: Shares bought back during the year 0 0

Balance as at end of the year 167940000 167940000

D. Rights, preferences and restrictions attached to the shares

Equity shares: The company has one class of equity shares having a par value of H1 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount, in proportion to their shareholdings.

E. Details of equity shares held by shareholders holding more than 5% shares to the aggregate shares in the company

No. of Shares No. of Shares

a. Nilamber Trexim & Credit Pvt. Ltd. 10.07% (10.07%) 16912900 16912900

b. Jhunjhunwala Gases Pvt. Ltd. 09.57% (09.57%) 16075000 16075000

c. Aryan Multibusiness Pvt. Ltd. 07.15% (07.15%) 12000000 12000000

d. Paharia Markets & Investment Pvt. Ltd. 07.15% (07.15%) 12000000 12000000

Note 4 RESERVE & SURPLUS



A. General Reserve :

Balance as at the beginning of the year 29.16 27.16

Add: Addition during the year 2.00 2.00 Balance as at the end of the year 31.16 29.16

B. Capital Reserve :

Balance at the beginning of the year 73.94 51.61

Add: Capital Subsidy 42.01 54.84

Less: Withdrawn to Statement of Profit & Loss (Please refer Note No. 27) (42.01) (54.84)

Add: Transferred from surplus in Statement of Profit & Loss 0.25 22.33 74.19 73.94

C. Securities Premium Account :


Add: Addition during the year - - Balance as at the end of the year 112.05 112.05

D. Surplus in Statement of Profit & Loss


Add: Profit for the year 62.63 61.26 Less: Appropriations

Transferred to General Reserve (2.00) (2.00)

Transferred to Capital Reserve (0.25) (22.33)

Provision 0.20 (0.20)

Proposed Dividend on Equity Shares (3.36) (3.36)

[per shares H0.20 (H0.20)]

Dividend Distribution Tax (0.67) (0.57)

Depreciation Adjustment (0.09) -

Balance as at the end of the year 290.67 234.21

Total (A+B+C+D) 508.07 449.36



Note 5 LONG-TERM BORROWINGS



A. Secured Term Loans from banks a. Bank of Baroda (For Alwar Unit : First pari passu charge on the entire assets by way of

mortgage / joint deed of hypothecation / intersee agreement & personal guarantee by two directors , their relative and a group company. Also secured by mortage of joint property of one director.)

6.60 -

(For Rice Mill Unit - Hypothecation Of Plant & Machinery & Other Fixed Assets situated at P.O.Akurhi Gola Dist. Rohtas and personal guarantee of two directors /guarantors . And Equitable mortgage of factory land and building)

17.47 -

Schedule of Reypayment :

For Alwar Unit

15 installment of H0.44 Crore having maturity in FY 2019-20 For Rice Mill Unit :

Remaining 4 installment of H0.50 Crore, 8 installment of H0.75 Crore, 9 installment of H1.00 crore and 1 installment of H0.47 crore having maturity in F.Y. 2020-21

b. State Bank of India 5.06 8.18 c. State Bank of Bikaner & Jaipur 3.13 4.99 d. State Bank of Hyderabad 1.22 2.39 e. State Bank of Travancore 3.36 5.11

(Equitable mortgage of land & factory building and other construction at village pahleza, mauza-chakia,Dehri, Bihar, on pari-passu basis with other term lenders. Hypothecation charge on other fixed assets including plant & machinery of the projects at Pahleza, Chakia, Dehri, Bihar on pari-passu basis with other term lenders of the project and collaterally secured by second charge on current assets of the company's unit at Chakia, Dehri, Bihar on pari passu basis with personal guarantee of two directors)

Schedule of Repayment :

For State Bank of India

Remaining 6 installment of H0.78 Crore each and 1 installment of H0.38 Crore having maturity F.Y. 2016-17

For State Bank of Bikaner & Jaipur : Remaining 6 installment of H0.46 Crore each & 1 installment of H0.37 Crore having maturity in F.Y. 2016-17

For State Bank of Hyderabad 3 installment of H0.29 Crore, each & 3 installment of H0.12 Crore, having maturity in F. Y. 2015-16

For State Bank of Travancore remaining 6 installment of H0.50 Crore, each & 1 installment of H0.36 Crore having maturity in F.Y. 2015-16

Note 5 LONG-TERM BORROWINGS (contd.)




f. Standard Chartered Bank 66.27 86.61

(Exclusive first charge on all movable and immovable fixed assets of Haldia facility and personal guarantee of two directors and second charge on all current assents of Haldia facility.

Remaining 10 quarterly installment of USD 1.058 Mio each.Total 103.11 107.28

Less: Current Maturity of Long Term Borrowings 36.45 32.87 Balance of Above 66.66 74.41

Note 6 OTHER LONG TERM LIABILITIES

Security Deposits 3.48 2.69

Others 8.10 9.00 Total 11.58 11.69

Note 7 SHORT TERM BORROWINGSSecured Loans :

A. Cash Credit Limit From Banks

a. Bank of Baroda 25.91 51.91 b. Punjab National Bank 52.89 49.13

(For Naupur & Alwar Unit - Secured by hypothecation of entire stock in trade, trade receivables and movable current assets. Secured by first charge on the fixed assets and personal guarantee by two directors, their relative and a group company.Also secured by mortage of joint property of one director.)

For Rice Mill Unit - Bank of Baroda 13.74 -

(Secured by hypothecation of entire stock in trade, trade receivables and movable current asssets movable current assets and secured by first charge on the fixed assets and personal guarantee by two directors)

c. State Bank of India 14.55 10.45 d. State Bank of Bikaner & Jaipur 3.33 0.01 e. State Bank of Travancore 6.57 3.44 f. State Bank of Hyderabad 2.95 - g. Vijaya Bank 6.48 3.94

(Hypothecation of entire current assets of unit at Chakia, Dehri,Bihar on pari-passu basis with other working capital bankers and personal guarantee of two directors and collaterally secured by second charge on equitable mortgage of the land and factory at Chakia,Dehri,Bihar on pari passu basis with other terms lenders and hypothecation charge on other fixed assets including plant & machinery at Chakia, Dehri, Bihar on pari passu basis with other term lenders.)

h. Allahabad Bank 1.24 -



i. Corporation Bank 12.24 0.23 j. Indian Oversease Bank 6.59 - k. Union Bank of India 4.48 4.12 l. Oriental Bank of Commerce 2.80 3.02

(For Haldia Unit - Secured by first hypothecation charge on entire current assets including stock, trade -receivables and movable current assets. Secured by second charge on the fixed assets and personal guarantee by two directors.)

B. Standard Chartered Bank 9.09 - C. Loan Against Fixed Deposits Receipt From Bank

(Secured by pledge of Fixed Deposits Receipts) 7.96 7.51 Total 170.82 133.76

Note 8 TRADE PAYABLES

(i) Total Outstanding dues of Micro, Small & Medium Enterprises 0.05 0.01

(Due for purchases )

(ii) Total outstanding dues of creditors other than above

Sundry Creditors 968.37 834.78

(For Goods, Expenses & Other Finance )Total 968.42 834.79

Note 9 OTHER CURRENT LIABILITIES

Advance from Customers 11.99 10.99

TDS Payable 0.87 0.35

Dividend Payable 0.33 0.29

Other Liabilities 1.98 2.06

Term Loan Installment Repayable 36.45 32.87 Total 51.62 46.56

Note 10 SHORT-TERM PROVISIONS

Provision For Wealth Tax 0.02 0.02

Provision - 0.20

Provision For Dividend 3.36 3.36

Dividend Distribution Tax 0.67 0.57 Total 4.05 4.15

Note 7 SHORT TERM BORROWINGS (contd.)



Note 11 TANGIBLE FIXED ASSETS (H In Crore)

PARTICULARS GROSS BLOCK(AT COST) DEPRECIATION NET BLOCK

Opening as on

1.4.2014

Addition Sale/ Transfer

Closing as on

31.3.2015

Upto 31.3.2014

For the Year

Sale/Adj. Total Upto 31.3.2015

As on 31.3.2015

As on 31.3.2014

A

1 Land (Free Hold) 8.41 1.37 - 9.78 - - - - 9.78 8.41

2 Land (Lease Hold) 7.89 - - 7.89 - - - - 7.89 7.89

3 Buildings 49.49 7.41 - 56.90 5.30 1.71 - 7.01 49.89 44.19

4 Plant & Machinery 348.56 53.31 0.53 401.34 59.75 13.19 - 72.94 328.40 288.81

5 Office Equipments 2.34 0.40 - 2.74 0.82 0.39 (0.01) 1.22 1.52 1.52

6 Furniture & Fittings 1.44 0.06 - 1.50 0.18 0.16 - 0.34 1.16 1.26

7 Vehicles 3.67 0.21 0.16 3.72 1.28 0.51 (0.06) 1.85 1.87 2.39

8 Turbine (Co Generation System along with Pressure Boiler)

14.80 - - 14.80 5.40 0.28 - 5.68 9.12 9.40

Total of Tangible Assets 436.60 62.76 0.69 498.67 72.73 16.24 (0.07) 89.04 409.63 363.87

Previous Year 362.89 73.90 0.19 436.60 54.08 18.75 0.10 72.73 363.87 -

B Capital Work In Progress :

- Naupur Unit - 1.69 - 1.69 - - - - 1.69 -

- Alwar Oil Mills - - - - - - - - - -

- Haldia Project 6.47 - 6.47 - - - - - - 6.47

- Rice Mill 12.79 5.48 18.27 - - 12.79

Total of Capital Work in Progress 19.26 7.17 24.74 1.69 - - - - 1.69 19.26

Previous Year 18.49 19.26 18.49 19.26 - - - - 19.26 -

Total of Fixed Assets 455.86 69.93 25.43 500.36 72.73 16.24 (0.07) 89.04 411.32 383.13

Previous Year 381.38 93.16 18.68 455.86 54.08 18.75 0.10 72.73 383.13 -

Note : The Cost of Plant & Machinery has been reduced by subsidy of H0.53 Crore received from Govt. Of Bihar on account of D.G. Set.

Note 12 NON-CURRENT INVESTMENTS (H In Crore)

Particulars FaceValue

Reporting Period endedon 31st March 2015


No.of Shares/Units

Amount No.of Shares/Units

Amount

A. Unquoted

Investment in Equity

i. Trade Investments

Other

Jhunjhunwala Oil Mills Ltd 10 100000 0.10 100000 0.10

Hari Fertilizers Ltd 10 57000 0.57 57000 0.57

Bay Star Concrete Pvt. Limited 100 30360 0.38 30360 0.38

Adamjee Extraction Pvt.Ltd, Sri Lanka 10 2231439 1.00 2231439 1.00

Sealac Agro Ventures Limited 10 250000 0.25 250000 0.25

Investments in Subsidiary

JVL Overseas Pte Ltd, Singapore 1 500000 2.05 500000 2.05

ii. Non Trade Investments

Other

Tripurari Finvest Limited 500 64000 0.45 9000 0.45



Note 12 NON-CURRENT INVESTMENTS (contd.) (H In Crore)




No.of Shares/Units


Amount

B. Quoted

i. Non Trade Investments


Other

Ranbaxy Laboratories Ltd 5 100 0.01 100 0.01

Indo Rama Synthetics (India) Ltd * 10 500 0.01 500 0.01

Tata Tele Services ** 10 1133 - 1000 -

Bank of Baroda 10 2045 0.01 409 0.01

BGR Energy Systems Ltd 10 550 0.02 550 0.02

Reliance Power Ltd 10 2614 0.07 2614 0.07

India Bull Securities 500 119100 0.25 119100 0.25

Investment in Mutual Fund :

PNB Mutual Fund 10 15197.57 0.02 15197.57 0.02

HDFC AMC PMS - Real Estate Portfolio 0.10 0.19

Baroda Pioneer Short Term Fund 10 126335.77 0.10 102033.98 0.10

Unicon KBC Equity Fund 10 50000 0.05 50000 0.05

Total 5.44 5.53

Disclosure as per Revised Schedule VI

a Aggregate Amount of Quoted Investments 0.64 0.73

b Aggregate Amount of un - Quoted Investment 4.80 4.80

c Aggregate Provision for Diminution in Value of Investment - -

d Aggregate Market Value of Quoted Investments 0.55 0.29

*Indo Rama Synthetics (India) Ltd H46047.00 (H46047.00)**Tata Tele Services H34300.00 (H34300.00)

Note 13 LONG-TERM LOANS & ADVANCES



Unsecured & Considered Good

Capital Advances 17.74 21.52

Loans 0.38 0.38

Security Deposits & Others 2.35 3.51

Excise Deposits 0.01 0.01 Total 20.48 25.42

Note 14 INVENTORIES (REFER TO NOTE NO. 31 & 32)

(As Taken, Valued & Certified by the Management)

Raw Materials (Including in Transit) 330.66 225.95

Finished Products 156.65 164.84

Trading Goods - 2.53

Stock in Process 48.98 42.22

Packing Material, Stores & Chemicals 26.32 18.66 Total 562.61 454.20

Note 15 TRADE RECEIVABLES



A. Above Six Months (from the due dates)

Un - Secured Considered Good 17.95 18.37

Considered Doubtful 3.11 2.11

Less: Provision for Doubtful Debts (1.00) - Total 20.06 20.48

B. Others

Un - Secured Considered good 268.69 168.16

Considered Doubtful - -

Less: Provision for Doubtful Debts - - Total 268.69 168.16 Total (A+B) 288.75 188.64

Note 16 CASH AND BANK BALANCEi. Cash & Cash Equivalent

Cash In Hand 0.41 0.54

Balance with Scheduled Bank

- In Current Accounts 37.79 64.85 Total 38.20 65.39

ii. Other Bank Balances

With Scheduled Banks:

- In Fixed Deposit Accounts 253.86 252.79

- In Dividend Account 0.33 0.29

- Margin Money Account 120.50 120.85 Total 374.69 373.93 Total (i+ii) 412.89 439.32

(Please refer to Note No-40)

Note 17 SHORT-TERM LOANS & ADVANCESa. Unsecured, Considered Good

i. Advances 88.77 71.83

ii. Prepaid Expenses 0.64 0.41

iii. Advance Income Tax (Net of Provision) 23.02 20.18 b. Investments (Please refer to Note no. 44) 15.93 16.72 Total 128.36 109.14



Note 18 CONTINGENT LIABILITY & OTHER COMMITMENTS



Claim against the company not acknowledged as debts

Trade Tax Liability under appeal before H'ble High Court, Allahabad 0.36 0.36

Excise Demand under appeal at different stage at H'ble High Court, Allahabad 0.03 0.03

Entry Tax demand under appeal before H'ble Supreme Court for different years for which Bank Guarantee given by the company

0.68 0.67

Value added tax demand under appeal before appelate authority, Varanasi. 0.71 -

Demand On Excise Duty for different years under appeal at Appelate Tribunal, Custom, Excise & Service Tax, New Delhi.

25.35 10.85

Note 19 REVENUE FROM OPERATIONS

Sale of Products (Refer to Note No. 30 ) 4,403.88 4,350.47 Total 4,403.88 4,350.47

Note 20 OTHER INCOME

Interest Received ( Net) 4.66 3.88

Interest on Income Tax Refund 0.05 0.47

Dividend Received on Shares & Mutual Funds 0.09 0.12

Profit/Loss on Sale of Investment (1.05) 0.01

Profit/Loss on Sale of Assets 1.85 (0.04)

Other Income 0.20 - Total 5.80 4.44

Note 21 COST OF MATERIAL CONSUMED

Raw Material Consumed 3,084.32 3,192.05

Chemical Consumed 7.03 5.87

Packing Material Consumed 172.78 149.27 Total 3,264.13 3,347.19

(Cost of Raw Material Consumed includes direct expenses)

Note 22 PURCHASES OF GOODS TRADED

Imported Oils 936.22 929.46

Others 22.18 30.24 Total 958.40 959.70

Note 23 CHANGES IN INVENTORIES OF FINISHED GOODS WORK-IN-PROGRESS AND GOODS TRADED



Closing Stock



Goods Traded - 2.53 205.63 209.59

Less: Opening Stock



Goods Traded 2.53 0.48

209.59 95.59 3.96 (114.00)

Note 24 EMPLOYEE BENEFITS EXPENSE

Salaries, Wages, Bonus, etc. 10.94 9.13

Contribution to Provident Fund 0.64 0.53

Employee Welfare Expenses 0.46 0.45 Total 12.04 10.11

Note 25 FINANCE COSTS

(a) Interest to Bank 24.29 20.49

(b) Interest to Other 0.35 0.31

(c) Bank Charges 17.29 14.35

(d) Lease Rent 0.14 0.05 Total 42.07 35.20



Note 26 OTHER EXPENSES



Consumption of Stores, Spares 1.76 1.88

Power & Fuel 60.21 55.47

Repairs & Maintenance 0.93 0.76

Legal Expenses 0.08 0.07

Travelling Expenses 2.42 2.16

Conveyance Expenses 0.53 0.51

Insurance 0.38 0.40

Rates & Taxes 0.93 1.18

Auditor Fees 0.07 0.07

Postage,Telegram & Telephone 0.58 0.52

Repairs to Others 0.15 0.18

Printing & Staionery 0.25 0.23

Miscellaneous Expenses 2.03 2.30

Professional & Consultancy Charge 1.23 1.23

Brokerge & Commission ( Net) 8.97 9.96

Advertisement & Publicity 0.67 1.01

Selling Expenses 2.57 2.33

Rent 4.16 2.51

Prior Period Expenditure - 0.01

CSR Expenses 0.45 - Total 88.37 82.78

Other Expenses Includes :-

Internal Audit Fee, Cost Audit Fee & Expenses on auditors 0.26 0.22 Auditor Fee Includes :-

Statutory Audit Fee & Tax Audit Fee 0.07 0.07

Note 27 EXCEPTIONAL ITEM

Withdrawn from Capital Reserve 42.01 54.84

Provision For Bad & Doubtful Debts (1.00) - Total 41.01 54.84

Note 28 PROPOSED DIVIDEND

The Divided proposed for the year on equity shares of H1/- each

Amount of Dividend 3.36 3.36

Dividend per Equity Shares (In paise) 0.20 0.20

Note 29 EARNING PER SHARES



Net Profit attributable to equity shareholders 62.63 61.26

Weightage Average Number of share used as denominators for calculating earning per share

167940000 167940000

Basic & Diluted Earning Per Shares 3.73 3.65

Face Value of Shares 1.00 1.00

Earning Per Share excluding exceptional item 1.23 0.38

Note 30 SALES (MANUFACTURING)

Edible Oil 3,248.69 3,145.32

Export Sales 24.83 -

DOC 62.47 113.34

Rice 4.43 -

Others 93.47 129.23 Sales (Trading)

Edible Oil 947.11 932.04

Others 22.88 30.54 Total 4,403.88 4,350.47

Note 31 CLOSING FINISHED GOODS INVENTORY

Edible Oil 140.47 161.18

DOC 1.95 2.01

Rice 5.70 -

Others 8.53 1.65 Total 156.65 164.84

Note 32 CLOSING STOCK OF GOODS TRADED

Imported Oil - 2.31

Others - 0.22 Total - 2.53

Note 33 VALUE OF IMPORTED AND INDIGENOUS MATERIAL CONSUMED

(H In Crore)Particulars % Reporting Period ended

on 31st March 2015 % Reporting Period ended

on 31st March 2014

Raw Material - Oils

Imported 95.63 2,922.63 88.27 2,793.91

Indigenous 4.37 133.58 11.73 371.22 Total 3,056.21 3,165.13

Add: Other Expenses 28.11 26.92 Total 3,084.32 3,192.05



Note 34



A) CIF Value of Import During the Year

Imported Oils 3,936.43 3,535.24 B) Export Of Goods On FOB Basis 24.83 20.88

Note 35 EXPENDITURE IN FOREIGN CURRENCY

For Travelling 0.18 0.18

Note 36 LIABILITY OF GRATUITY

The liability of gratuity of employees is provided by taking LIC’s group gratuity insurance scheme. For the year, premium on gratuity is yet to be paid . As per management there is no further liability of gratuity as on 31st March ‘2015.

Note 37 TRADE RECEIVABLE, TRADE PAYABLE AND LOANS & ADVANCES

Trade Receivables, Trade Payable, Loans & Advances are taken as certified by management, which are subject to comfirmation and reconciliation from respective parties.

Note 38 PREVIOUS YEAR FIGURE

Figures of previous year have been regrouped and rearranged whenever necessary. Figures in brackets are for previous years. All monetary figures are in crore. Figures below H50000/- are seperately stated in Rupees.

Note 39 CAPITAL & OTHER COMMITMENTS

Estimated amount of expenditures on capital account for next year is H10.00 Crores as per management certificate.

Note 40 FIXED DEPOSIT PLEDGE WITH BANK



FDR's In Banks 1,465.23 1,496.68

Less:- 100% Margin deposited In Banks for availing extended

credit from suppliers. 1,090.87 1,123.04 Total 374.36 373.64

Note 41 UNPAID DIVIDENT PAYABLE TO INVESTOR EDUCATION & PROTECTION FUND

The dividend payable for the year 2004-05, 2005-06 & 2006-07, which have not been transferred to Investor Education & Protection

Fund A/c.

Dividend Payable for F.Y. 2004-2005 H.04



Note 42 DEPRECIATION ADJUSTMENT ACCOUNT

The useful life of fixed assets have been revised in accordance with Schedule II to the Companies Act, 2013 which is applicable from accounting period commencing on or after 1st April’2014 or as the assessment of useful lives by the management based on technical evaluation. Accordingly an amount of H0.09 Crore (Net Of Deffered Tax) representing assets as at 1st April, 2014 has been charged to Reserve & Surplus.

Note 43 CSR EXPENDITURE

The Company has incurred H0.45 crore under corporate social responsibility.

Note 44 INVESTMENTS




No.of Shares/Units

Amount (H)

No.of Shares/Units

Amount (H)

A. Quoted


Dhanseri Investments Ltd. 10 290000 0.94 162500 0.95

Dhunseri Petrochem & Tea Ltd. 10 8522 0.05 0 -

Housing Development Infrastructure Ltd. 10 4000 0.08 30000 0.25

Pipavav Defence and Offsore Eng. Ltd. 10 211141 1.74 377000 3.11

Himalaya Granites Ltd. 10 62584 0.18 51592 0.16

Elder Healthcare Ltd. 10 4667 0.04 4667 0.04

Ultramarine Pigments Ltd. 2 0 - 100000 0.60

India Glycols Ltd. 10 29493 0.39 29493 0.39

Elder Pharmaceuticals Ltd. 10 108724 3.91 191414 6.88

Hindustan Oil Exploration Co. Ltd. 10 25000 0.25 20000 0.23

Hindustan Construction Co. Ltd. 1 100000 0.19 100000 0.19

Nelcast Ltd. 2 0 - 44500 0.08

Gyan Trade Ltd. 10 159146 3.84 159146 3.84

Polylink Polymers India Ltd 10 96619 0.05 0 -

OCL India Ltd. 10 21914 0.82 0 -

Ambalal Sarabhai Enterprises Ltd 10 834512 0.32 0 -

Aftek Ltd 10 405334 0.23 0 -

BSEL Infrastructure Realty Ltd. 10 35000 0.01 0 -

Gayatri Projects Ltd 10 1000 0.02 0 -

Goldstone Technologies Ltd 10 10000 0.01 0 -

NU TEK India Ltd * 10 2000 - 0 -

Sujana Universal Industries Ltd * 10 16000 - 0 -



Note 44 NON-CURRENT INVESTMENTS (contd.)




No.of Shares/Units

Amount (H)

No.of Shares/Units

Amount (H)

Sel Manufacturing Company Ltd * 10 10000 - 0 -

Tantia Construction Ltd * 10 2000 - 0 -

Unity Infraprojects Ltd * 10 1233 - 0 -

Jyoti Ltd 10 1000 0.01 0 -

Subex Ltd * 10 500 - 0 -

State Bank Of Travancore 10 1000 0.05 0 -

PSL Ltd * 10 500 - 0 -

Jubilant Life Sciences Limited 10 44504 0.70 0 -

Hindustan Wires Ltd. 10 388085 1.74 0 -

Himadri Chemicals Industries Limited 10 19150 0.04 0 -

NHPC Ltd 10 50000 0.11 0 -

Radico Khaitan Ltd 10 7000 0.06 0 -

TAJGVK Hotels Resorts Ltd. 10 780 0.01 0 -

Unity Infraprojects Ltd 10 51125 0.14 0 - Total 15.93 16.72 Disclosure as per Revised Schedule VI


b Aggregate Amount of un - Quoted Investment - -

c Aggregate Provision for Diminution in Value of Investment - -


* NU TEK India Ltd H1240.00 (H0.00)

Sujana Universal Industries Ltd H27360.00 (H0.00)

Sel Manufacturing Company Ltd H37600.00 (H0.00)

Tantia Construction Ltd H41520.00 (H0.00)

Unity Infraprojects Ltd H33426.63 (H0.00)

Subex Ltd H5050.00 (H0.00)

PSL Ltd H7000.00 (H0.00)

Note 45 RELATED PARTY DISCLOSURE

Particulars Nature of Transaction Reporting Period ended on 31st March 2015


Disclosure of transaction between Company and Related Partiesi. Key Managerial personnel & their Relative

D.N. Jhunjhunwala Director Remuneration 0.20 0.20

Rent 0.01 0.01

S. N. Jhunjhunwala Director Remuneration 0.25 0.25

Rent 0.01 0.01

Adarsh Jhunjhunwala Director Remuneration 0.19 0.19

ii. Relative of Key Managerial Personnel

Anju Jhunjhunwala Rent 0.03 0.03

Kishori Devi Jhunjhunwala Salary 0.03 0.03

S. N. Jhunjhunwala HUF Rent 0.06 0.03

Juhi Jhunjhunwala Salary 0.05 0.05

iii. Other Related Companies

Jhunjhunwala Gases Pvt. Ltd. Lease Rent 0.01 0.01

Jhunjhunwala Oils Mills Ltd. Sales 1.32 -

Nilamber Trexim & Credit Pvt. Ltd. Handling & Storage 0.18 0.18

Sale 48.62 63.55

Brokerage 0.11 0.10

Hari Fertilizers Limited Rent 0.01 0.01

iii. Other

Jhunjhunwala Sewa Society Bus Rent - 0.01

iv. Subsidiary Company

JVL Oversease Pte Ltd. Paid 1.81 0.13



Ranjish Vishwakarma R.C. Garg Kartik Agrawal [Partner] Chief Financial Officer Company Secretary M.No. 404363

Kolkata - 30th day of May, 2015


CASH FLOW STATEMENT For the year ended 31st March, 2015 (H In Crore)

31.03.2015 31.03.2014A. Cash Flow from operating activities:

Net Profit before Tax & extraordinary items 65.48 70.02

Adjustments for:

Depreciation 16.24 18.75

Interest Paid 24.64 20.80

Interest Received (4.66) (3.88)

Interest Received From IT Refund (0.05) (0.47)

Dividend Received (0.09) (0.12)

Profit/(Loss) on Sale of Investment/Assets (0.80) 0.03

Provision For Doubtful Debts 1.00 -

Other Income (0.20) -

Operational Profit before working capital changes 101.56 105.13

Trade & other Receivable (115.18) (3.02)

Inventories (108.41) (0.99)

Trade Payables 133.07 118.94

Net cash from operating Activities 11.04 220.06

Interest paid (24.64) (20.80)

Direct Taxes Paid (4.86) (3.16)

Cash Flow before Extra ordinary Items. (18.46) 196.10

Extra Ordinary Iterms Defered Tax 2.03 (5.60)

Subsidy received during the year (42.54) (54.84)

Provision For Doubtful Debts (1.00) -

Net Cash Flow from Operating Activities. (59.97) 135.66

B. Cash Flow from investing activities:

Purchase of Fixed Assets (Including CWIP) (44.66) (72.37)

Sale of Fixed Assets 0.12 0.09

Other Income 0.20 -

Profit/(Loss) on Sale of Investment/Assets 0.80 (0.03)

Purchase of Investments. (4.41) -

Sale of Investments 5.29 0.08

Interest Received 4.66 3.88

Interest Received From IT Refund 0.05 0.47

Dividend Received 0.09 0.12

Subsidy received during the year 42.54 54.84

Net Cash Flow from Investing Activities 4.68 (12.92)

(H In Crore) 31.03.2015 31.03.2014

C. Cash Flow From Financing Activities:

Proceeds from issues Preferance Warrant / Conversion into Equity Shares 24.07 0.00

Repayment of Long Term Borrowings (28.24) (26.03)

Proceeds from Short Term Borrowings 37.06 23.01

Dividend Paid including Dividend Tax (4.03) (4.13)

Net cash flow from Financing Activities 28.86 (7.15)

Net Increase (Decrease) in cash & Cash Equivalent (26.43) 115.59

Cash & Cash Equivalents Opening 439.32 323.73

Cash & Cash Equivalents Closing 412.89 439.32




CASH FLOW STATEMENT For the year ended 31st March, 2015


Independent Auditor’s ReportToThe Members of JVL Agro Industries Limited

Report on the Consolidated Financial StatementsWe have audited the accompanying consolidated financial statements of JVL Agro Industries Limited (“the Company”), and its subsidiaries, which comprise the Consolidated Balance Sheet as at March 31, 2015, and the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement in the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation & fair presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

b) in the case of the Consolidated Profit and Loss Account, of the profit for the year ended on that date; and

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


Firm’s ICAI Reg. No. 007555C

Ranjish VishwakarmaPlace of Signature: Varanasi PartnerDate: 13th day of August, 2015 Membership No. 404363 Part-5, 1st Floor,

South BlockHathua Market, Chetganj

Varanasi.-221001

SIGNIFICANT ACCOUNTING POLICIES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE REPORTING PERIOD ENDED ON 31ST MARCH 2015

1. Principles of Consolidation The consolidated financial statements relate to JVL Agro Industries Limited (‘the Company’) and its subsidiary Company. The

consolidated financial statements have been prepared on the following basis:

The financial statements of the Company and its subsidiary company are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard (AS) 21 -“Consolidated Financial Statements”

The subsidiary is foreign subsidiary, being non-integral foreign operations, revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities are converted at rates prevailing at the end of the year. Any exchange difference arising on consolidation is recognized in the exchange fluctuation reserve. The average rate of one US $ for the year is taken H62.59 (60.50) and closing rate of one US $ is taken H61.15 (58.43) for conversion purpose.

As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company’s separate financial statements.

2. Other Significant Accounting Policies These are set out under “Significant Accounting Policies” as given in the Company’s separate financial statements.

For Singh Dikshit & Co.Chartered AccountantsFirm’s ICAI Reg. No.007555C For and on behalf of Board of Directors

(Ranjish Vishwakarma) PartnerM.No. 404363 Adarsh Jhunjhunwala S. N. Jhunjhunwala Whole- time Director Managing Director

Place of Signature: VaranasiDate: 13th day of August, 2015


Consolidated Balance Sheet As at 31st March 2015 (H In Crore)

Note NoAs at

31st March 2015 As at

31st March 2014 I EQUITY AND LIABILITIES

Shareholders’ Fund

(a) Share Capital 1 16.79 16.79

(b) Reserves & Surplus 2 517.48 455.82

(c) Money received agaist Preferential Warrants - - Non-Current Liabilities

(a) Long-Term Borrowings 3 66.66 74.41

(b) Deferred Tax Liabilities 31.84 33.87

(c) Other Long Term Liabilities 4 11.58 11.69 Current Liabilities

(a) Short-Term Borrowings 5 170.82 133.76

(b) Trade Payables 6 968.42 834.79

(c) Other Current Liabilities 7 49.87 44.63

(d) Short-Term Provisions 8 4.05 4.15 TOTAL 1,837.51 1,609.91

II ASSETS

Non-Current Assets

(a) Fixed Assets 9

(i) Tangible Assets 409.63 363.87

(ii) Capital Work-in-Progress 1.69 19.26

(b) Non-Current Investments 10 3.39 3.48

(c) Long-Term Loans & Advances 11 20.76 25.68 Current Assets

(a) Inventories 12 562.61 454.20

(b) Trade Receivables 13 296.83 194.87

(c) Cash & Bank Balances 14 414.22 439.41

(d) Short-Term Loans & Advances 15 128.38 109.14 TOTAL 1,837.51 1,609.91

Contingent Liability & other commitments 16




Ranjish Vishwakarma [Partner] M.No. 404363Varanasi - 13th day of August, 2015

Consolidated Statement of Profit and Loss For the year ended 31st March 2015 (H In Crore)

Note No Reporting Period ended on 31st March 2015


INCOME

I. Income From Operations 17 4,982.21 4,829.50

II. Other Income 5.80 4.44 Total Revenue (I+II) 4,988.01 4,833.94 EXPENSES

Cost of Materials Consumed 18 3,264.13 3,347.19

Purchases of Goods Traded 19 1,534.01 1,436.37

Changes in Inventories 20 3.96 (114.00)

Employee Benefits Expense 21 12.04 10.11

Finance Costs 22 42.07 35.20

Depreciation Expense 9 16.24 18.75

Other Expenses 23 89.82 83.51 Total Expenses 4,962.27 4,817.13 Profit Before Exceptional Items & Tax 25.74 16.81

Exceptional items 24 41.01 54.84 Profit Before Tax 66.75 71.65

Tax Expense

(1) Current tax (4.90) (3.27)

(2) MAT Credit - -

(3) Provision for Tax for Earlier year Written off/provided for - -

(4) Deferred Tax 2.01 (5.60)Profit for the Period 63.86 62.78

Earnings per Equity Share:

(1) Basic 3.80 3.74

(2) Diluted 3.80 3.74






Notes on Consolidated Financial Statement For the reporting period ended 31st March, 2015


Note 1 SHARE CAPITAL



A. Authorised Capital:

20,00,00,000 (20,00,00,000) Equity Shares of H1/- each 20.00 20.00

5,000, 10% (5,000) Cumulative Red. Pref. Shares of H100/- each 0.05 0.05

2,50,000 (2,50,000) Cumulative Red. Pref. Shares of H100/- each 2.50 2.5022.55 22.55

B. Issued, subscribed & fully paid up capital :

16,79,40,000 (16,79,40,000) Equity Shares of H1/- each (H1/- each) 16.79 16.79Total 16.79 16.79C. Reconciliation of number of shares:

Equity Shares :

Balance as at beginning of the year 16,79,40,000 Equity Shares 167940000 167940000

Add: shares issued 0 0

Less: Shares bought back during the year 0 0

Balance as at end of the year 167940000 167940000

D. Rights, preferences and restrictions attached to the shares:

Equity Shares: The company has one class of equity shares having a par value of H1 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount, in proportion to their shareholdings.

E. Details of equity shares held by shareholders holding more than 5% shares to the aggregate shares in the company:

No. of Shares No. of Shares

a. Nilamber Trexim & Credit Pvt. Ltd. 10.07% (10.07%) 16912900 16912900

b. Jhunjhunwala Gases Pvt. Ltd. 09.57% (09.57%) 16075000 16075000

c. Aryan Multibusiness Pvt. Ltd. 07.15 % (07.15%) 12000000 12000000

d. Paharia Markets & Investment Pvt. Ltd. 07.15% (07.15%) 12000000 12000000

Note 2 RESERVE & SURPLUS



A. General Reserve :


Add: Addition during the year 2.00 2.00


B. Capital Reserve :

Balance at the beginning of the year 73.94 51.61

Add: Capital Subsidy 42.01 54.84

Less: Withdrawn to Statement of Profit & Loss ( Please refer Note No. 24 ) (42.01) (54.84)

Add: Transferred from surplus in Statement of Profit & Loss 0.25 22.3374.19 73.94

C. Securities Premium Account :


Add: Addition during the year 0.00 0.00Balance as at the end of the year 112.05 112.05

D. Foreign Currency Transalation Reserve : 2.87 1.15E. Surplus in Statement of Profit & Loss :


Add: Profit for the year 63.86 62.78

Less: Appropriations

Transferred to General Reserve (2.00) (2.00)

Transferred to Capital Reserve (0.25) (22.33)

Provisions 0.20 (0.20)

Proposed Final Dividend on Equity Shares [per shares H0.20 (H0.20)] (3.36) (3.36)

Dividend Distribution Tax (0.67) (0.57)

Depreciation Adjustment (0.09)


Total (A+B+C+D+E) 517.48 455.82




Note 3 LONG-TERM BORROWINGS



A. Secured Term Loans from banks 103.11 107.28

Less: Current Maturity of Long Term Borrowings 36.45 32.87Balance of Above 66.66 74.41

Note 4 OTHER LONG TERM LIABILITIES

Security Deposits 3.48 2.69

Others 8.10 9.00Total 11.58 11.69

Note 5 SHORT TERM BORROWINGSSecured Loans :

A. Cash Credit Limit From Banks 162.86 126.25

B. Loan Against Fixed Deposits Receipt From Bank 7.96 7.51Total 170.82 133.76

Note 6 TRADE PAYABLES

(i) Total Outstanding dues of Micro, Small & Medium Enterprises 0.05 0.01

(Due for purchases )

(ii) Total outstanding dues of creditors other than above

Sundry Creditors (For Goods, Expenses & Other Finance) 968.37 834.78Total 968.42 834.79

Note 7 OTHER CURRENT LIABILITIES

Advance from Customers 11.99 10.99

TDS Payable 0.87 0.35

Dividend Payable 0.33 0.29

Other Current Liabilities 0.23 0.13

Term Loan Installment Repayable 36.45 32.87Total 49.87 44.63

Note 8 SHORT-TERM PROVISIONS

Provision For Wealth Tax 0.02 0.02

Provision 0.00 0.20

Provision For Dividend 3.36 3.36

Dividend Distribution Tax 0.67 0.57Total 4.05 4.15

Note 9 TANGIBLE FIXED ASSETS (H In Crore)

PARTICULARS GROSS BLOCK(AT COST) DEPRECIATION NET BLOCK

Opening as on

1.4.2014

Addition Sale/ Transfer

Closing as on

31.3.2015

Upto 31.3.2014

For the Year

Sale/Adj. Total Upto 31.3.2015

As on 31.3.2015

As on 31.3.2014

A

1 Land (Free Hold) 8.41 1.37 - 9.78 - - - - 9.78 8.41

2 Land (Lease Hold) 7.89 - - 7.89 - - - - 7.89 7.89

3 Buildings 49.49 7.41 - 56.90 5.30 1.71 - 7.01 49.89 44.19

4 Plant & Machinery 348.56 53.31 0.53 401.34 59.75 13.19 - 72.94 328.40 288.81

5 Office Equipments 2.34 0.40 - 2.74 0.82 0.39 (0.01) 1.22 1.52 1.52

6 Furniture & Fittings 1.44 0.06 - 1.50 0.18 0.16 - 0.34 1.16 1.26

7 Vehicles 3.67 0.21 0.16 3.72 1.28 0.51 (0.06) 1.85 1.87 2.39

8 Turbine 14.80 - - 14.80 5.40 0.28 - 5.68 9.12 9.40

(Co Generation System along with Pressure Boiler)

Total of Tangible Assets 436.60 62.76 0.69 498.67 72.73 16.24 (0.07) 89.04 409.63 363.87

Previous Year 362.89 73.90 0.19 436.98 54.08 18.75 (0.10) 72.73 363.87 -

B Capital Work In Progress :

- Naupur Unit - 1.69 1.69 - - - - 1.69 -

- Alwar Oil Mills - - - - - - - - - -

- Haldia Project 6.47 - 6.47 - - - - - - 6.47

- Rice Mill 12.79 5.48 18.27 - - 12.79

Total of Capital Work in Progress 19.26 7.17 24.74 1.69 - - - - 1.69 19.26

Previous Year 18.49 19.26 18.49 19.26 19.26 -

Total of Fixed Assets 455.86 69.93 25.43 500.36 72.73 16.24 (0.07) 89.04 411.32 383.13

Previous Year 381.38 93.16 18.68 455.86 54.08 18.75 0.10 72.73 383.13 -

Note: The cost of Plant & Machinery has been reduced by subsidy of H0.53 Crore received from Govt. of Bihar on account of D.G. Set.

Note 10 NON-CURRENT INVESTMENTS


on 31st March 2015Reporting Period endedon 31st March 2014

No.of Shares/Units


Amount

A. Unquoted


i. Trade Investments

Other 2668799.00 2.30 2668799.00 2.30 ii. Non Trade Investments

Other 64000.00 0.45 9000.00 0.45 B. Quoted

i. Non Trade Investments

Investment in Equity 126042.00 0.37 126328.00 0.37

Investment in Mutual Fund 191533.34 0.27 167231.55 0.36

Unicon KBC Equity Fund Total 3.39 3.48




Note 10 NON-CURRENT INVESTMENTS (contd.)


on 31st March 2015Reporting Period endedon 31st March 2014

No.of Shares/Units


Amount




c Aggregate Provision for Diminution in Value of Investment 0.00 0.00


Note 11 LONG-TERM LOANS & ADVANCES



Unsecured, Considered Good

Capital Advances 18.01 21.78

Loans 0.38 0.38

Security Deposits & Others 2.37 3.52Total 20.76 25.68

Note 12 INVENTORIES

(As Taken, Valued & Certified by the Management)

Raw Materials (Including in Transit) 330.66 225.95


Trading Goods 0.00 2.53


Packing Material, Stores & Chemicals 26.32 18.66Total 562.61 454.20

Note 13 TRADE RECEIVABLESA. Above Six Months (from the due dates)



Less: Provision for Doubtful Debts (1.00) -Total 20.06 20.48

B. Others



Less: Provision for Doubtful Debts 0.00 0.00Total 276.77 174.39Total (A+B) 296.83 194.87

Note 14 CASH AND BANK BALANCE



i. Cash & Cash Equivalent

Cash In Hand 0.44 0.54

Balance with Scheduled Bank

- In Current Accounts 39.09 64.94Total 39.53 65.48

ii. Other Bank Balances

With Scheduled Banks

- In Fixed Deposit Accounts 253.86 252.79

- In Dividend Account 0.33 0.29

- Margin Money Account 120.50 120.85Total 374.69 373.93Total (i+ii) 414.22 439.41

Note 15 SHORT-TERM LOANS & ADVANCESa. Unsecured, Considered Good

Advances 88.80 71.86

Prepaid Expenses 0.71 0.47

Advance Income Tax & TDS ( Net of provision) 22.94 20.09b. Investments ( Please refer to Note no. 30 ) 15.93 16.72Total 128.38 109.14

Note 16 CONTINGENT LIABILITY & OTHER COMMITMENTS

Claim against the company not acknowledged as debts :

Trade Tax Liability under appeal before H'ble High Court, Allahabad 0.36 0.36

Excise Demand at different stage at H'ble High Court, Allahabad 0.03 0.03

Entry Tax demand under appeal before H'ble Supreme Court for different years for which Bank Guarantee given by the company

0.68 0.67

Value Added Tax demand under appeal before appelate authority, Varanasi 0.71 -

Demand on Excise Duty for different years under appeal at Appelate Tribunal, Custom, Excise & Service Tax, New Delhi.

25.35 10.85

Note 17 REVENUE FROM OPERATIONS

Sale of Products 4982.21 4829.50Total 4982.21 4829.50




Note 18 COST OF MATERIAL CONSUMED



Raw Material Consumed 3084.32 3192.05

Chemical Consumed 7.03 5.87

Packing Material Consumed 172.78 149.27Total 3264.13 3347.19

(Cost of Raw Material Consumed includes direct expenses)

Note 19 PURCHASES OF GOODS TRADED

Imported Oils 1511.83 1406.13

Others 22.18 30.24Total 1534.01 1436.37

Note 20 CHANGES IN INVENTORIES OF FINISHED GOODS WORK-IN-PROGRESS AND GOODS TRADEDClosing Stock



Goods Traded 0.00 2.53Total (A) 205.63 209.59

Less: Opening Stock



Goods Traded 2.53 0.48Total (B) 209.59 95.59

(B-A) 3.96 (114.00)

Note 21 EMPLOYEE BENEFITS EXPENSE

Salaries, Wages, Bonus, etc. 10.94 9.13

Contribution to Provident Fund 0.64 0.53

Employee Welfare Expenses 0.46 0.45Total 12.04 10.11

Note 22 FINANCE COSTS

(a) Interest to Bank 24.29 20.49

(b) Interest to Other 0.35 0.31

(c) Bank Charges 17.29 14.35

(d) Lease Rent 0.14 0.05Total 42.07 35.20

Note 23 OTHER EXPENSES



Consumption of Stores, Spares 1.76 1.88

Power & Fuel 60.21 55.47

Repairs & Maintenance 0.93 0.76

Legal Expenses 0.08 0.07

Travelling Expenses 2.42 2.16

Conveyance Expenses 0.53 0.51

Insurance 0.38 0.40

Rates & Taxes 0.93 1.18

Auditor Fees 0.07 0.07

Postage,Telegram & Telephone 0.58 0.52

Repairs to Others 0.15 0.18

Printing & Staionery 0.25 0.23

Miscellaneous Expenses 2.03 2.30

Other Operating Expenses 1.45 0.73

Professional & Consultancy Charge 1.23 1.23

Brokerge & Commission ( Net) 8.97 9.96

Advertisement & Publicity 0.67 1.01

Selling Expenses 2.57 2.33

Rent 4.16 2.51

Prior Period Expenditure 0.00 0.01

CSR Expenses 0.45 0.00Total 89.82 83.51

Note 24 EXCEPTIONAL ITEM

Withdrawn from Capital Reserve 42.01 54.84

Provision For Doubtful Debts (1.00) -Total 41.01 54.84

Note 25 EARNING PER SHARES

Net Profit attributable to equity shareholders 63.86 62.78

Weightage Average Number of share used as denominators for calculating earning per share

167940000 167940000

Basic & Diluted Earning Per Shares 3.80 3.74

Face Value of Shares 1 1

Earning Per Share excluding exceptional item 1.30 0.47




Note 26 THE SUBSIDIARY COMPANY CONSIDERED IN CONSOLIDATED FINANCIAL STATEMENTS IS

(H In Crore)Name of Subsidiary Country of Incorporation Extent of Holding

1. JVL Overseas Pte Ltd. Singapore 100%

Note 27 FINANCIAL INFORMATION OF SUBSIDIARY COMPANY

Name of Subsidiary Company JVL Overseas Pte Ltd.

Reporting Currency US Dollor

Financial Year Ending 31.12.2014

Total Assets 11.77

Total Liabilities 11.77

Capital 2.05

Reserves 6.53

Turnover 578.33

Profit Before Tax 1.27

Provision for Tax 0.04

Profit After Tax 1.23

Proposed Dividend -

(Amounts are in INR crore)

Note 28 CAPITAL & OTHER COMMITMENTS

1. Estimated amount of expenditure on capital account for next year is H10 Crores as per management’s certificate.

2. In the year 2012 JVL Overseas Pte. Ltd. has incorporated a subsidiary of PT JVL Varanasi Nusantara Pertama, Indonesia with an equity share capital of US $ 600000 out of which 99% interest is held by JVL Oversease Pte. Ltd. The share capital is not called up & paid up yet. Hence capital commitment for investment in subsidiary is US $ 5.94 lacs ( INR 3.47 Crores)

Note 29 RELATED PARTY DISCLOSURE

(H In Crore)Particulars Nature of Transaction Reporting Period ended

on 31st March 2015 Reporting Period ended

on 31st March 2014

Disclosure of transaction between Company and Related Partiesi. Key Managerial personnel & their Relative

D.N. Jhunjhunwala Director Remuneration 0.20 0.20

Rent 0.01 0.01

S. N. Jhunjhunwala Director Remuneration 0.25 0.25

Adarsh Jhunjhunwala Director Remuneration 0.19 0.19ii. Relative of Key Managerial Personnel

Anju Jhunjhunwala Rent 0.03 0.03

Kishori Devi Jhunjhunwala Salary 0.03 0.03

S. N. Jhunjhunwala HUF Rent 0.06 0.03

Juhi Jhunjhunwala Salary 0.05 0.05

(H In Crore)Particulars Nature of Transaction Reporting Period ended

on 31st March 2015 Reporting Period ended

on 31st March 2014 iii. Other Related Companies

Jhunjhunwala Gases Pvt. Ltd. Lease Rent 0.01 0.01

Jhunjhunwala Oils Mills Ltd. Sales 1.32 0.00

Nilamber Trexim & Credit Pvt. Ltd. Handling & Storage 0.18 0.18

Sales 48.62 63.55

Brokerage 0.11 0.10

Hari Fertilizers Ltd. Rent 0.01 0.01iv. Other

Jhunjhunwala Sewa Society Bus Rent 0.00 0.01v. Subsidiary Company

JVL Overseas Pte Ltd. Paid 1.81 0.13

Note 30 INVESTMENTS




No.of Shares/Units

Amount (H In Crore)

No.of Shares/Units

Amount(H In Crore)

A. Quoted

Investment in Equity 1270312.00 15.93 1270312.00 16.72 Total 15.93 16.72




c Aggregate Provision for Diminution in Value of Investment

0.00 0.00





Note 29 RELATED PARTY DISCLOSURE (contd.)


CASH FLOW STATEMENT For the year ended 31st March, 2015 (H In Crore)

31.03.2015 31.03.2014A. Cash Flow from operating activities:

Net Profit before Tax & extraordinary items 66.75 71.65Adjustments for:

Depreciation 16.24 18.75

Interest Paid 24.64 20.80

Interest Received (4.66) (3.88)

Interest Received From IT Refund (0.05) (0.47)

Dividend Received (0.09) (0.12)

Profit/(Loss) on Sale of Investment (0.80) 0.03

Provision For Doubtful Debts 1.00 -

Other Income (0.20) - Operational Profit before working capital changes 102.83 106.76

Trade & Other Receivable (115.49) (5.53)

Inventories (108.41) (0.99)

Trade Payables 131.67 118.89

Surplus/(Deficit) on foreign currency transaction on consolidation of subsidiary 1.72 0.69 Net cash from operating Activities 12.32 219.82

Interest paid (24.64) (20.80)

Direct Taxes Paid (4.90) (3.29)

Cash Flow before Extra ordinary Items. (17.22) 195.73

Extra Ordinary Items Deferred Tax 2.03 (5.60)

Subsidy received during the year (42.54) (54.84)

Provision For Doubtful Debts (1.00) - Net Cash Flow from Operating Activities. (58.73) 135.29

B. Cash Flow from investing activities:

Purchase of Fixed Assets (Including CWIP & Capital Advance) (44.66) (72.39)

Sale Of Fixed Assets 0.12 0.09

Other Income 0.20 -

Profit/(Loss) on Sale of Investment 0.80 (0.03)

Purchase of Investments. (4.41) -

Sale of Investments 5.29 0.08

Interest Received 4.66 3.88

Interest Received From IT Refund 0.05 0.47

Dividend Received 0.09 0.12

Subsidy received during the year 42.54 54.84 Net Cash Flow from Investing Activities 4.68 (12.94)

(H In Crore) 31.03.2015 31.03.2014

C. Cash Flow From Financing Activities:

Long Term Borrowing 24.07 0.00

Proceeds from Long Term Borrowings (28.24) (26.03)

Proceeds from Short Term Borrowings 37.06 23.01

Dividend Paid including Dividend Tax (4.03) (4.13)Net cash flow from Financing Activities 28.86 (7.15)

Net Increase in cash & Cash Equivalent (25.19) 115.20

Cash & Cash Equivalents Opening 439.41 324.21

Cash & Cash Equivalents Closing 414.22 439.41




CASH FLOW STATEMENT For the year ended 31st March, 2015


NOTES NOTES

A PRODUCT

[email protected]

NOTES

JVL Agro Industries LimitedRegistered Office

Jhunjhunwala Bhawan, Nati ImliVaranasi 221001 (U.P.), India

P: +91-542-2595930/31/32, F: +91-542-2595941E: [email protected], W: www.jvlagro.com

CIN: L15140UP1989PLC011396

saal ek shuruaat anek!

JVL AGRO INDUSTRIES LIMITED

ANNUAL REPORT

142015

jvl agro industries limited notice · to re-appoint mr. dina nath jhunjhunwala, director (din ......

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