annual report 2009-2010 - bombay stock exchangedena bank the saraswat co-op. bank ltd. oriental bank...

Annual Report 2009-2010

___________________________Member's / Proxy's Signature

Affix1

RevenueStamp

Signature

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BOARD OF DIRECTORS

CHIEF EXECUTIVE OFFICER

CHIEF FINANCIAL OFFICER

COMPANY SECRETARY

AUDITORS

BANKERS:

REGISTERED OFFICE/ WORKS

ADMINISTRATIVE OFFICE

REGISTRAR AND SHARE TRANSFER AGENT

WEBSITE: www.divyajyoti.net

Rangnath Nyati, ChairmanSampat Kumar Nyati, Managing Director (Upto 31.10.2009)Girdhari R. Nyati, Whole Time DirectorGopal Nyati, Executive Director Madhusudan Nyati, Director (Upto 31.10.2009)Vijay Nyati, Director (Upto 31.10.2009)Rajesh Sodhani, Director (Upto 31.10.2009)Sanjay Baweja, Director (Upto 29.08.2009)S.L. Jain, Director (Upto 29.08.2009)Shriniwas Soni, DirectorSudarshan Shastri , Director

Sanjay Baweja

CA. Mala Rohara

Neha Sharma (w.e.f.04.08.2010)

Dafria & Co.Chartered AccountantsA-1, Megh Building,13/2, M.G. Road, INDORE-452 001

Dena BankThe Saraswat Co-op. Bank Ltd.Oriental Bank of Commerce

Plot No. 19-39, Sector-III,Industrial AreaPithampur-454 775, Dist. - Dhar (M.P.)

92/3, Sapna Sangeeta Main RoadNear Tanishq ShowroomINDORE-452 001 (M.P.)

Link Intime India Pvt. LimitedC-13, Pannalal Silk Mills Compound,LBS Marg Bhandup(W), Mumbai - 400078Phone No:- 25963838 FAX : 25946969

Contents :

3 Chaiman’s Message 4 5 11

12 13 14 15

16 21

5 Years Overview Directors Report Auditor’s Certificate on Corporate Governance

& Auditor’s Report Annaxure to the Auditors’ Report Balance Sheet Profit & Loss Account Cash

Flow Statement Schedule Forming Part of Balance Sheet and Profit & Loss Account Significant Accounting

Policies and Notes to Accounts.

NOTICEthNotice is hereby given that the 18 Annual General Meeting of the members of will be

held at its Registered Office of the company at 19-39, Sector III, Industrial Area, Pithampur-454775, District Dhar (MP) at 11:00 thAM on Monday, the 20 September, 2010.

1. To receive, consider and adopt the Audited Balance Sheet and Profit & loss Account of the company for the year ended st31 March, 2010 and the reports of Directors and Auditors thereon.

2. To appoint a Director in place of Shri Shriniwas Soni, who retires by rotation and being eligible offer him forre-appointment.

3. To appoint Auditors and fix their remuneration.

Increase in Authorised Capital:

4. To consider and if thought fit, to pass with or without modification the following as Ordinary Resolution:

RESOLVED that the pursuant to Section 94 and other applicable provisions, if any, of the Companies Act, 1956 the Authorised Share Capital of the company be and is hereby increased from 10,50,00,000/- (Rs. Ten Crores Fifty Lacs Only) divided into 1,05,00,000/-( One crore Five Lacs only) Equity Shares of 10/- each to 15,00,00,000/- (Rs. Fifteen Crores only) divided into 1,50,00,000/-(One Crore Fifty Lacs) Equity Share of 10/- each and the respective capital clause in the Memorandum and articles of Association of the company be altered accordingly.

To consider and if think fit, to pass with or without modification the following as Special Resolution:

RESOLVED that pursuant to the provisions of Section 16 of the Companies Act,1956, the Existing Clause 'V' of the Memorandum of Association of the Company be and is hereby deleted and in its place, following new clause 'V' be inserted :

CLAUSE 'V'The authorised Share Capital of the company is 15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000(One Crore fifty Lacs only) Equity Shares of 10/- (Rs. Ten) each and with the rights, privileges or conditions attaching thereto as or provided by the regulations, of the company for the time being with power to increase and reduce the capital of the company and to divide the shares in capital for time being into several classes and attach thereto respectively such preferential rights, privileges or conditions as may be determine by or in accordance with the regulations of the company and to vary, modify or abrogate any being provided in the regulation of the company.

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

RESOLVED that pursuant to the provisions of Section 31 of the Companies Act, 1956 the existing Article '4' of the Articles of Association of the Company be and is herewith deleted and in its place following new article '4' be substituted:

ARTICLE- '4'The authorised Share Capital of the company is 15,00,00,000/- (Rupees Fifteen Crores only) divided in the 1,50,00,000(One Crore fifty Lacs only) Equity Shares of 10/- (Rs. Ten)each. The company shall have power to increase or reduce the same and to divide the shares in the capital of the company for the time being into several classes and to attach thereto respectively such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with these Articles and to modify or abrogate any such rights, privileges and conditions in such manner as is for the time being provided under the Act and/or the Articles of the company and consolidate or sub-divide these shares and to issue shares of higher or lower denomination.

DIVYA JYOTI INDUSTRIES LIMITED

ORDINARY BUSINESS:

SPECIAL BUSINESS :

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Place: INDOREDate : July 12, 2010

By Order of the Board,RANGNATH NYATIChairman

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NOTES

ANNEXURE TO THE NOTICEEXPLANATORY STATEMENTS PURSUANT TO SECTION 173(2) OF THE COMPANIES

ACT 1956

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING PROXY SHOULD BE DESPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of item no. 4 in the above notice is annexed hereto.

3. Register of Member of the Company shall remain closed from 18.09.2010 to 20.09.2010 (Both days inclusive)

4. Member/Proxies attending the meeting should bring their copy of the Annual Report for reference at the meeting.

5. Members are requested to notify the change in their address to the company and always quote their Folio Numbers or DP ID and Client ID Numbers in all correspondence with the company. In respect of holding in electronic form, Members are requested to notify any change of address to their respective Depository Participant.

As required by Section 173(2) of Companies Act 1956 the following explanatory statement sets out the material facts relating to the Special business of the Accompanying Notice dated 12.07.2010.

Item No 4

The present authorised share capital of the company is 10.50 Crores ( Rupees Ten Crores Fifty Lacs Only) and the Company has drawn up programme to install a 100 TPD Edible Oil Refinery with Packing Plant and 10,000 MT Silo with complete material handling and Aspiration System. The approximate cost of the project would be 17.50 Crores (Rupees Seventeen Crores Fifty Lacs only) and to meet out the part of funds requirement for the above project, the Board has decided to increase the authorised capital from 10.50 Crores to 15.00 Crores. It is proposed to raise funds by issuing fresh Equity Shares or other convertible securities for one or more types; the above Resolution gives adequate flexibility and discretion to the Board of Directors to finalize the terms and conditions to issue and market for fresh Equity Shares or other convertible securities.

The Directors recommend the resolution for your approval. None of the Directors of the company is concerned or interested in the said resolution except to the extent of their respective shareholding in the Company, if any.

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[2]

Dear Shareholders,

We had seen a tough year for soya processing industry due to high prices of raw materials resulting into disparity of crushing margins during major part of the year. This resulted in low capacity utilization of about 50% in the Soya industry during the year. (Source: SOPA...)

Your Company, however, had some advantage in timely sourcing of raw materials that resulted into an increase of more than 65% in Net Profit before depreciation & Interest to 3.76 Crores from 2.28 crores last year and increase of

more than 1000% in Profit after Tax from 5.35 lacs to 62.16 lacs. Your Company also undertook measures to

export its products directly and successfully exported 6023 MT of DOC ( 13 Crores) to Vietnam during the year.

Your company has taken initiatives to set-up online connectivity between plant & corporate office through ERP system. It will improve the availability of the data and information system of the company.

Your Company has also commenced its expansion Project of setting up 100 TPD of Edible Oil Refinery with Packing Plant, Lecithin, Acid Oil Plant along with Boiler, DG set and installation of 10000 MT silo with complete material handling & aspiration system, weigh bridge. The cost of setting up refinery along with 10000 MT of Silos and Weigh Bridge etc. is expected to be about 17.50 Crores for which the Bankers have already sanctioned the loan and the Project is expected to commence commercial production by October, 2010. This expansion is expected to result into substantial increase in the turnover and profitability of the company.

In the end, I would like to thank all my colleagues, customers, suppliers and bankers for their support, commitment and understanding through the year that has helped reach the company to its current level of operations. I would also like to thank our shareholders for the trust they have reposed in the Company over the years and look forward to their continued support and guidance.

Best Regards

Rangnath NyatiChairman

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CHAIRMAN'S MESSAGE

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[4]

Amount in Rupees (In Lacs) Particulars 2005-06 2006-07 2007-08 2008-09 2009-10

Turnover 16,502.01 17,132.49 18,810.48 27,895.38 15,770.16Other Income 13.30 16.96 9.08 19.32 48.27EBIDT 168.72 237.45 260.89 227.82 375.76PBT 57.41 30.05 56.43 12.49 84.01PAT 0.16 15.57 35.41 5.35 62.17EPS 0.00 0.16 0.36 0.05

5 YEARS OVERVIEW

30,000.00

25,000.00

20,000.00

15,000.00

10,000.00

5,000.00

0.00

2005-06 2006-07 2007-08 2008-09 2009-10

Turnover

Turnover

0.00

PBT

PBT

10.00

20.00

30.00

40.00

50.00

60.00

70.00

80.00

90.00

2005-06 2006-07 2007-08 2008-09 2009-10

DIRECTORS REPORT

To The Members,Divya Jyoti Industries Limited

The Directors have pleasure in presenting before the Shareholders the 18th Annual Report on the working of the Company together with Audited Accounts of the Company for the year ended 31st March, 2010.

The Financial Results of the Company for the year under review are summarized as under:Financial Performance

Sales & Other IncomeNet Profit Before Interest & DepreciationLess: Interest

& DepreciationProfit Before TaxLess :- Provisions for TaxationCurrent TaxDeferred TaxFringe Benefit TaxNet Profit after TaxLess : Income Tax of earlier year

Balance brought forward of previous yearBalance carried to Balance Sheet

Particulars Amount in Rupees

31.03.2010 31.03.2009

1,59,28,89,7573,75,76,4522,05,68,209

86,07,20584,01,038

20,56,6131,27,701

-62,16,724

2,84,66659,32,058

3,73,25,3354,32,57,393

2,80,38,43,0142,27,82,2721,32,49,164

82,84,32112,48,787

1,16,3514,06,8781,90,1725,35,3862,74,2392,61,147

3,70,64,1883,73,25,335

Dividend

Public Deposits

Business Performance

Future Outlook

Forward Integration Project

Particulars of Employees

The Company intends to retain internal accruals for funding growth to generate a good return for shareholders for today and for tomorrow. Thus the Board of directors do not propose dividend for the year ended 2009-10.

The Company has not invited/ accepted public deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under, during the year under review.

The Business performance of the Company during the year under review was satisfactory and the company had much higher profits as compared to the previous year though the turnover was low due to lower utilization of crushing capacity owing to high raw material prices and lower crushing margins for most part of the year. Timely procurement of raw materials at low prices and better marketing strategies, however, resulted into substantial increase in profits of the company during the year.

With overall economic environment showing encouraging signs of improvement & looking to the favorable monsoon and other climatic conditions, good soybean crops are expected in the ensuing seasons & Directors are hopeful to give better results in the current year.

The company has started implementation of 100 TPD Edible Oil Refinery with packing plant, lecithin, acid oil plant, boiler, DG set and installation of 10,000 MT silo with complete material handling and aspiration system, weigh bridge. The Project is on full swing and the commercial production is expected to commence in October, 2010

There was no employee in the Company who was employed throughout the financial year or for part of the financial year was in receipt of remuneration whose particulars if so employed, are required to be included in the report of Directors in accordance with the provisions of Sections 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

[5]

Directors

Directors’ Responsibility Statement

Auditors

Auditors Report

Corporate Goverance

Conservation of Energy Technology Absorption & Foreign Exchange Earnings and Outgo

In accordance with provisions of the Companies Act, 1956 and Article of association of the Company, Shri Shriniwas Soni, Director of the company, retires by rotation and being eligible offer him for re-appointment. During the period under review, Shri Sampat Kumar Nyati, Shri Vijay Nyati, Shri Madhusudan Nyati, Shri Rajesh Sodhani has resigned as Directors of the Company.

Pursuant to Section 217 (2AA) of the companies Act, 1956, yours Directors confirm that:

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

2. They have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at end of the financial year and of the profit of the company for that period.

3. Proper and sufficient care has been taken to the best of their knowledge and ability for the maintenance of adequate accounting records in the accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

M/s Dafria & Co., Chartered Accountants, Statutory Auditors of the company, retire at the conclusion of ensuring Annual general meeting of the company. They have offered themselves for re-appointment as Statutory Auditors and have confirmed that their appointment, if made would be within the prescribed limits under section 224(1B) of the companies Act, 1956.

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore needs no further comments.

The company complies with the principles of Corporate Governance as set out in clause 49 of the Listing Agreement continuously and your directors are pleased to attach a report on corporate governance along with the Certificate from the Company's Auditors.

Information as per sections 217 (1) (e) read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 are given under:

FORM - ACONSERVATION OF ENERGY

(A) Power and fuel consumption:(B) Electricity:

(a) Purchased units 2496720 KWH(b)Total amount in Rs 12305328 (c)Rate / unit Rs. 4.93

(C) Own generations (Through D.G. Set) 115305 KWH(D) Coal 5056.437 MT(E) Diesel 23061 LTR

FORM – BRESEARCH & DEVELOPMENT

1. The Company is not carrying any R&D in special area but is continuously engaged in improvement of Plant and Machinery to conserve energy for better working results.

2. Benefits derived as a result of the above R&D : N.A.3. Future Plan of Action : At the moment , the company has no special areas to carry R&D 4. Expenditure on R&D.: N.A.

Technology Absorption, Adaption and Innovation:1. The technology is innovated on the basis of experience gained in the working of the plant.2. However, it is not possible to evaluate the exact cost reduction and production improvement.3. We do not have any improved technology and hence, the details required to be given for imported technology is not

applicable.

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FORM – CFOREIGN EXCHANGE EARNINGS AND OUTGO

1. Earnings: -The Company has directly exported 6023.05 M.T. Soya DOC for $ 28,54,458.98 amounting 13,03,28,576/-to Vietnam during the year2. Out Go: - Value of CIF Imports Nil

Expenditure in Foreign Currency Nil

ENVIRONMENT PROTECTION:The Company has implemented for disposal of effluents an E.T. P. system at its Solvent Extraction Plant.

The Directors wish to convey their appreciation to all of the company's employees for their enormous personal efforts as well as their collective contributions, which enabled the company to meet challenges set before it and improve its performance during this year. The directors would also like to thank its Shareholders, Customers, Suppliers, Bankers and all the other business associates for the continuous support given by them to the company and their confidence reposed in its management,

The Directors present the Company's Report on Corporate Governance.

The company adheres to good corporate governance practices and is constantly striving to better them and adopt emerging best practices. The Board of Directors shall always Endeavour to create an environment of fairness, equity and transparency in transactions with the underlying objective of securing long term shareholders value creation and enhancement while at the same time, respecting the rights of all stockholders viz. Bank, Employees, Central and State Governments and the society at large. The Company is in compliance with requirements of the guidelines on corporate government stipulated under clause 49 of the Listing Agreement with the Stock Exchanges.

The Board Comprises of 5 Directors drawn from diverse fields of expertise viz. Finance, law, Business Management, Public Administration. There are two independent directors and one non executive promoter director. The composition of the Board is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchange.

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Acknowledgement

CORPORATE GOVERNANCE REPORT

The Company’s Governance Philosophy

Board of Directorsa) Composition of the Board

Place: INDORE Date : July 12, 2010


No. Of outside Directorship(s) heldDirector Executive/Non- Public Pvt. Section 25

executive/Independent Companies Companies CompaniesShri Rangnath Nyati Non Executive --Nil-- --Nil-- --Nil--Shri Girdhari R. Nyati Executive --Nil-- 1 --Nil--Shri Gopal Nyati Executive --Nil-- 1 --Nil--Shri Shriniwas Soni Independent --Nil-- --Nil-- --Nil--Shri Sudarshan Shastri Independent 2 3 --Nil--

Name of the Director No. of Board Meeting during the Attended last AGM held on F.Y. 2009-2010 29th August 2009

Hold AttendedShri Rangnath Nyati 7 7 YESShri Girdhari R. Nyati 7 7 YESShri Gopal Nyati 7 7 YESShri Shriniwas Soni 7 7 YESShri Sudarshan Shastri 7 7 YES

b) Meetings and AttendanceDuring the financial year the Board met 7 times on the following dates:April 30, 2009, October 30, 2009, March 13, 2010July 15, 2009, January 30, 2010, July 31, 2009, March 01, 2010The particulars of the Directors' attendance at the Board Meeting and the last Annual General Meeting are given below:

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c) Remuneration

S.No. Name of Director Description of Transaction Amount

01 Girdhari R. Nyati Remuneration 4,32,000/-

02 Gopal Nyati Remuneration 3,60,000/-

Name Of the Member Mr. Shriniwas Soni Chairman 4Mr. Gopal Nyati Member 4Mr. Sudarshan Shastri Member 4

Composition as on March 31,2010 No. of Meetings Attended

Name Of the Member Mr. Rangnath NyatiMr. Girdhari R. NyatiMr. Sudarshan Shastri

Composition as on March 31,2010

Year Date Time Venue No. of Special Resolutions

Audit Committee Meetings Held:During the Financial Year2009-10 4(Four) Audit Committee Meetings were held on the following dates:April 30, 2009, October 30, 2009July 31, 2009, January 30, 2010

Composition and Attendance:

Mr. Gopal Nyati is Finance Professional. The composition of committee is in conformity with clause 49(II) (A) of the Listing Agreement.

The composition of Board and quantum of remuneration being paid to whole time Directors do not warrant formation of separate remuneration committee. The Board of Directors will carry out this function.

Remuneration Committee

Shareholders and Investor Grievance Committee

ChairmanMemberMember

During the F.Y. 2009-10, the company received 5 complaints from Investors/ Shareholders. All the complaints were attended to as per applicable guidelines and regulations.

The last three Annual General Meetings were held as per details given below:General Meetings

2006-20072007-20082008-2009

September 27,2007September 20,2008August 29,2009

11.00am11.00am11.00am

Registered OfficeRegistered OfficeRegistered Office

572

All the resolution, including special resolutions, was passed by the shareholders as set out in the respective notices. No resolution was put through postal ballot during the F.Y. 2009-10.

A. Disclosure regarding materially significant related party transactions:

The Company has not entered into any transactions of material nature with the promoters or directors or their relatives or any Companies or firms in which they are directly or indirectly interested, that may have any potential conflict with the interests of the Company.

B. Disclosure of non-compliance by the Company:There was no instance of non- compliance on any matter related to the capital markets, during the last three years.

The Board of Directors of the company approves and takes on record the Unaudited Quarterly Results and Audited Annual Results in the proforma prescribed by the Stock Exchange, Mumbai and furnish to BSE where the company's equity shares are listed. The same are published in leading Chautha Sansar & Free Press News papers.

Disclosures

Communications

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Code of Conduct

General Shareholder Information

Stock Market Price Data

The Board of Directors has adopted the Code of Ethics and Business Principles for the Directors and also for the Members of Senior Management. The said code has been communicated to all the directors and members of the senior management and they have affirmed their compliance with the code of conduct/ ethics as approved and adopted by the Board of Directors. A declaration by the chairman under clause 49 affirming compliance with this code of conduct by all the members of the Board and the Senior Managerial Personnel for the year ended March 31, 2010 is attached to this Corporate Governance Report.

1 AGM DETAILSDate : Monday, September 20, 2010Venue : Plot no.M-19-39, Sector-III,Industrial Area, PithampurTime : 11.00 am

2 Financial Year : April 1, 2009 to March 31, 2010 3 Book Closure Date : Sept. 18, 2010 to Sept 20, 20104 Listing on Stock Exchanges : Bombay Stock Exchange Limited5 Stock Code : 5262856 Demat ISIN : INE666B01018

Month HighApril 09 8.40May 09 9.63June 09 10.75July 09 9.20August 09 10.00September 09 12.40October 09 12.40November 09 10.68December 09 10.48January 10 11.72February 10 13.65March 10 16.84

Low7.006.508.257.357.838.669.008.909.209.50

10.0010.65

No. of Shares22280

2277624372997748

238813163392

69884112659107771108212161167291794

* Source: www.bseindia.com

Stock Performance

Apr-09May-09Jun-09Jul-09Aug-09Sep-09Oct-09Nov-09Dec-09Jan-10Feb-10Mar-10

High ( )8.4

9.6310.75

9.210

12.412.4

10.6810.4811.7213.6516.84

` Low ( )7

6.58.257.357.838.66

98.99.29.510

10.65

` High 11,492.1014,930.5415,600.3015,732.8116,002.4617,142.5217,493.1717,290.4817,530.9417,790.3316,669.2517,793.01

(`) Low 9546.2911621.314016.9513,219.9914,684.4515,356.7215,805.2015,330.5616,577.7815,982.0815,651.9916,438.45

(`)Month BSE SENSEX

Registrar and Share Transfer Agent

Share Transfer System

Link Intime India Pvt. LimitedC-13, Pannalal Silk Mills Compound, LBS Marg Bhandup(W), Mumbai - 400078 Phone No: - 25963838 FAX : 25946969

Transfer and dematerialization of shares are processed by Link Intime India Pvt. Limited, Mumbai and are approved by Shareholders/ Investors Grievance Committee. Average times taken for transfer of shares as well as dematerialization are three weeks.

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Distribution of Shareholding as on 31st March, 2010

No. Of Equity Shares held No. Of Shareholders % Of Shareholders No. Of Shares held % Of ShareholdingUp to 5000 11015 90.385001-10000 561 4.6010001-20000 294 2.4120001-50000 169 1.3850001-100000 58 0.48Above 100000 91 0.75Total 12188 100.00

173402304741090448656058791004239670

6631335010300000

16.844.604.365.704.12

64.38100.00

Categories of Shareholding as on 31st March, 2010

S.No Category No. Of Shares %1. Promoters, Directors & Relatives 3190397 2. Individuals/Others 63529543. Body Corporate 6979884. Mutual Funds & Nationalized Banks 05. NRI’s & OCB’s 102016. Clearing Members 48460

TOTAL 10300000

30.9761.68

6.780

0.100.47

100%

Dematerialization

Plant Location

Address for Investors Grivances

The shares of the Company are under compulsory demat segment and are listed on Bombay Stock Exchange, Mumbai and Madhya Pradesh Stock Exchange, Indore. The Company's shares are available for trading in the depository of both NSDL & CDSL.

M-19/39, Sector-III, Industrial Area, Pithampur - 454 775, Dist. Dhar (MP)

Compliance Officer:Mr. Ashutosh Namjoshi92/3, Sapna Sangeeta Main RoadNear Tanishq Showroom, Indore – 452 001 (M.P.)Phone No.: 4010900, 01



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Mutual Funds &NationalisedBanks, 0.00% NRI’s & OCB’s, 0.10%

ClearingMembers, 0.47%

Promoters, Directors & Relatives

Individual / Others

Body Corporate

Mutual Funds & Nationalised Banks

NRI’s & OCB’s

Clearing Members

Promoters, Directors& Relatives, 30.97%

Individual /Others, 61.68%

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

AUDITOR’S REPORT

To the Members,Divya Jyoti Industries Limited,

stWe have examined the compliance of Corporate Governance by Divya Jyoti Industries Limited, for the year ended 31 March,2010 as stipulated in clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management .Our examination was limited to 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 statement of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with the mandatory requirements of Corporate Governance as stipulated in the Listing Agreement.

We state that no investor's grievances are pending for a period exceeding one month against the company, as per the records maintained by the company.

We further state that such compliances are 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.

To the Members,Divya Jyoti Industries Limited,

We have audited the attached Balance sheet of DIVYA JYOTI INDUSTRIES LIMITED, INDORE as at 31 st March, 2010 and also the Profit and Loss Account and the cash flow statement of the company for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit.We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis evidence supporting the amounts and disclosures in the financial statements. An audit also includes, assessing the accounting principle used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.Further to our comments in the annexure referred to above. we report that :i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for

the purposes of the audit;ii. In our opinion, proper books of account as required by law, have been kept by the company so far as appears from

our examination of those books;iii. The balance sheet, Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the

books of accounts:iv. In our opinion and according to the explanation given to us, the Profit and Loss Account and Balance Sheet comply with

the Accounting Standards referred to in sub-section (3C) section 211 of the Companies Act, 1956.v. On the basis of written representation received from the directors of the company as on 31st March, 2009 and taken on

record by the Board of Directors, we report that none of the director is disqualified from being appointed as a director of the company in terms of clause (g) of sub-section (1) of section 274 of the companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, The accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :

a. in the case of the Balance sheet of the state of affairs of the Company as at March 31, 2010;b. in the case of the Profit and Loss Account, of the Profit for the year ended on that date;c. in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date .



For DAFRIA & CO.Chartered Accountants FRN (0011486)

R.V. DafriaPartnerM. No. : 81390



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Annexure referred to in paragraph 3 of our report of even date

Re:

1.(a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the fixed assets have been physically verified by the Management during the year, and there is regular system of verification which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any major part of the Plant & machinery, thereby not effecting the going concern.

2.(a) The inventory have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, 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) In our opinion and according to the information and explanations given to us the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and book records were not material in relation to the size of the company, and have been dealt in the books of account.

3. As informed to us, the company has neither granted nor taken loans, Secured or Unsecured to/from parties listed in the register maintained under section 301 of the Companies Act.1956. Therefore, the requirement of class iii(b),(c),(d) of paragraph 4 of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to the purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct any major weaknesses in internal controls.

5. In our opinion and according to information and explanations given to us, we are of the opinion that there were no such transactions that need to be entered into the register maintained U/S 301 of the Companies Act,1956. Accordingly Clause (v) (b) of paragraph 4 of the order is not applicable.

6. In our opinion and according to information and explanations given to us, the company has not taken any deposits from the public within the meaning of the provision of section 58A and 58AA of the rules framed there under does not arise .

7. In our opinion, the company has an Internal Audit System commensurate with the size and nature of its business.

8. In our opinion and according to information and explanations given to us, the company is not covered by the rules made by the Central Government for the maintenance of cost record under section 209 (1)(d) of the Companies Act, 1956.

9.(a) The company is regular in depositing with appropriate authorities undisputed statutory dues including, Income tax, cess and other material statutory dues applicable to it.

(b) According to the records of the company the disputed dues in respect of sales tax are as under:

Divya Jyoti Industries Limited, Indore

ANNEXURES TO THE AUDITORS' REPORT

[12]

S.No

123456

Name of Dues

Commercial TaxCommercial TaxEntry TaxEntry TaxCentral Sales TaxCentral Sales Tax

Amount (In Lacs)

12.68(NET)2.99(NET)0.33(NET)0.99(NET)57.88181.46

Related Period

2004-052005-062005-062006-072003-042004-05

Forum where dispute is pending

Appellate Dy. Commissioner of Commercial TaxAppellate Dy. Commissioner of Commercial TaxAppellate Dy. Commissioner of Commercial TaxAppellate Dy. Commissioner of Commercial TaxWrit Petition filed at Jabalpur High CourtWrit Petition filed at Jabalpur High Court

st10 In our opinion, the company has no accumulated losses as at 31 March 2010 and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

13. The company is not a chit fund or a Nidhi / Mutual benefit fund / Society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. Since the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

15. According to information and explanations given to us , the company has not given any guarantees for loan taken by others from banks or financial institutions.

16. According to information and explanations given to us , the term loan have been applied for the purpose for which they were raised.

17. According to the information and explanation given to us and on an overall examination of balance sheet of the company, we report that the no funds raised on short-term basis have been used for long term investment.

18. According to the information and explanations given to us, the company has re-issued forfeited equity shares to parties covered in the register maintained U/S 301 of the companies act 1956 and the price at which such shares have been re-issued is not prejudicial to the interest of the company.

19. According to the information and explanations given to us, During the period covered by our audit report, the company has not issued any debentures.

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

21. According to the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course of our audit.




SOURCES OF FUNDS :-

APPLICATION OF FUNDS :-

SHARE HOLDERS' FUNDS :-

Share Capital A 103,000,000 103,000,000

Reserves and Surplus B 47,408,393 41,476,335

LOAN FUNDS :-

Secured Loans C 165,425,572 135,557,204

Un Secured Loans D 8,000,000 0

DEFERRED TAX(NET) :- 16,317,140 16,189,439

TOTAL 340,151,105 296,222,978

FIXED ASSETS :-

Gross Block 179,052,245 176,028,305

Less : Depreciation 68,201,771 59,811,307

Net Block E 110,850,474 116,216,998

Add: Capital Work In Progress 2,337,913 0

113,188,387

F 28,000 28,000

CURRENT ASSETS LOANS & ADVANCES :-

Inventory G 94,574,413 118,624,244

Sundry Debtors H 139,876,420 112,442,025

Cash & Bank Balances I 2,982,537 5,430,088

Loans and Advances J 28,051,626 29,673,066

265,484,996 266,169,423

Less : Current Liabilities

And Provisions 39,530,373 86,191,443

Net Current Assets K 225,954,623 179,977,980

Miscellaneous Expenditure L 980,095 0

(to the extent not w/o or adjusted)

TOTAL 340,151,105 296,222,978

Accounting Policies & Notes on Accounts V

116,216,998

INVESTMENTS :-

PARTICULARS ScheduleAs at

31-03-2010 (`)As at

31-03-2009 (`)

BALANCE SHEET as at 31st March,2010

On behalf of the Board of Directors,

Gopal NyatiExecutive Director

Girdhari R.Nyati Whole Time Director

As per our report of even date attached.For DAFRIA & Co.Chartered Accountants FRN (0011486)

R.V. DafriaPartnerM. No.: 81390


[13]

(A) INCOME

(B) EXPENDITURE

Profit for the year Before Tax (A - B)

Net Profit After Tax

`

Sales M 1,577,016,065 2,789,538,135 Other Income N 7,487,981 1,932,145 Increase /(Decrease) in Stock O 8,385,711 12,372,734

TOTAL 1,592,889,757 2,803,843,014

Cost of Material Consumed P 1,301,314,722 2,574,455,052 Cost of Traded Goods P 140,159,452 0 Manufacturing Expenses Q 60,010,404 109,149,071 Office & Administrative Expenses R 13,576,522 12,036,662 Selling & Distribution Expenses S 34,113,312 81,925,331 Other Expenses T 3,477,677 3,494,626 Financial Charges U 23,229,425 13,249,164 Depreciation E 8,607,205 8,284,321

TOTAL 1,584,488,719 2,802,594,227

8,401,038 1,248,787 Provision for Taxation Current Tax 2,056,613 116,351 Deferred Tax 127,701 406,878 Frienge Benefit Tax 0 190,172

6,216,724 535,386

Less :Income tax of earlier year (Net) 284,666 274,239

5,932,058 261,147

Profit brought forward of Previous Year 37,325,335 37,064,188

Balance carried to Balance Sheet 43,257,393 37,325,335

1.60 0.05

Accounting Policies & Notes on Accounts V

Earning Per Equity Share (Face Value 10 )(Basic/Diluted)

PARTICULARS ScheduleFor the year ended

31-03-2010 (`)For the year ended

31-03-2009 (`)

PROFIT & LOSS ACCOUNT for the year ended on 31 March 2010







[14]

2009-2010 (`)

2008-2009 (`)

CASH FLOW STATEMENT for the year ended 31st March 2010

A) CASH FLOW FROM OPERATING ACTIVITIES

B) CASH FLOW FROM INVESTING ACTIVITIES

C) CASH FLOW FROM FINANCING ACTIVITIES

Net Profit before tax and extraordinary items 8,116,372 974,548

Add : Adjustments for Depreciation 8,607,205 8,284,321

Interest (Net) 20,568,209 13,249,164

Operating Profit before working capital changes 37,291,786 22,508,033

Adjustments for

Decrease/(Increase) in Current Assets (1,763,124) (110,280,742)

(Decrease)/Increase in Current Liabilities (48,717,683) 45,883,955

Loss on sale of vehicle 220,107 38,998

(Decrease)/Increase in Net Current Assets (50,260,700) (64,357,789)

Cash flow before extraordinary items (64,357,789)

Cash flow after extraordinary items (64,357,789)

Net cash flow from operating activities (12,968,914) (41,849,756)

Purchase of Fixed Assets (3,614,888) (8,257,289)

Sale/ Disposal of Fixed Assets 154,100 67,000

(Increase) / Decrease to Capital Work in Progress (2,337,913) 0

Pre Operative Expenses Incurred (980,095) 0

Net cash used in Investing Activities (6,778,796) (8,190,289)

Net Proceeds from Re-issue of forfeited shares 0 7,116,000

Loan Borrowed 37,868,368 57,379,075

Interest (net) (20,568,209) (13,249,164)

Net cash inflow from financing activities 17,300,159 51,245,911

Net increase/(decrease) in cash & cash equivalents (2,447,551) 1,205,866

Cash & Cash equivalents at the beginning of the year 5,430,088 4,224,222

Cash & Cash equivalents at the close of the year 2,982,537 5,430,088

(50,260,700)

(50,260,700)







[15]

PARTICULARS

SCHEDULE-A SHARE CAPITAL

SCHEDULE-B RESERVES AND SURPLUS

SCHEDULE-C SECURED LOANS

SCHEDULE-D UNSECURED LOANS

Authorised Share Capital -

1,05,00,000(1,05,00000) Equity Share 105,000,000 105,000,000

of ` 10/- each. 105,000,000 105,000,000

Issued, Subscribed and Paid Up Share Capital -

1,03,00,000(97,07,000) Equity Share

of ` 10/- each. 103,000,000 103,000,000

A 103,000,000 103,000,000

Reserve on forfeited shares 2,965,000 2,965,000

Premium on forfeited shares 1,186,000 1,186,000

Balance in Profit & Loss Account 43,257,393 37,325,335

B 47,408,393 41,476,335

(A) Term Loan from Saraswat Co- Operative Bank Ltd.

(Secured by Fixed Assets of the company) 16,798,891 20,333,250

(B) Working Capital Loan from Consortium Banks:

Dena Bank 49,702,336 38,029,604

Saraswat Co-op Bank Ltd 49,898,079 39,582,008

Oriental Bank of Commerce 48,959,866 37,273,462

(Secured against hypothecation of Stock,Book Debts,&

other Current Assets of the Company)

(C ) Hire Purchase Finance

ICICI Bank Ltd 0 47,064

HDFC Bank Ltd 66,400 291,816

(Secured against hypothecation of vehicles)

C 165,425,572 135,557,204

Inter Corporate Deposits 8,000,000 0

D 8,000,000 0


31-03-2010 (`)As at

31-03-2009 (`)

SCHEDULE FORMING PART OF THE BALANCE SHEET as at 31st March 2010

[16]

01

Lease

Hold

Land

3092821

00

3092821

00

00

3092821

3092821

02

Site

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2832457

00

2832457

00

00

2832457

2832457

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691523

036048426

12601832

1194341

013796173

22252253

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Pla

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109174888

113

7139

011

0312027

36079254

5796738

041875992

68436035

73095634

05

Genera

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Set

1968891

00

1968891

1086401

103957

011

90358

778533

882490

06

Ele

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4183876

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4183876

3309821

295800

03605621

578255

874055

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Offic

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2545365

355403

02900768

697146

137620

0834766

2066002

1848219

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66868

03352698

759006

213523

0972529

2380169

2526824

09

Lease

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4800000

00

4800000

1170758

00

1170758

3629242

3629242

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Labora

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Equip

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145806

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145806

78199

6926

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8641468

1363955

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[17]

SCHEDULE-F INVESTMENT

SCHEDULE-G INVENTORY

SCHEDULE-H SUNDRY DEBTORS

SCHEDULE-I CASH AND BANK BALANCE

SCHEDULE-J LOANS & ADVANCES(UNSECURED CONSIDERED GOOD )

Un-Quoted(Long Term) 1,000(1,000) Equity shares ` 10 each of 25,000 25,000 Saraswat Co-op Bank Ltd 30(30) Shree Co-op.Bank Ltd.of ` 10 each 3,000 3,000

F 28,000 28,000

(Valued and certified by the Management) Raw Materials Soya Seed 54,350,280 84,578,500 Hexane, Coal/Stores & Spares,Old Machinary & Diesel 10,586,387

Gunny Bags 2,811,575 4,183,965

Finished Goods Soya Solvent Oil 12,585,983 4,569,240 Soya DOC 14,240,188 13,871,220

G 94,574,413 118,624,244

(Unsecured considered good) Outstanding for a period Exceeding 6 months 5,485,442 11,715,604 Other Debts 134,390,978 100,726,421 H 139,876,420 112,442,025

Cash-in-hand 1,754,985 4,480,686 Balances with Scheduled Banks in India (i) In Current Accounts 266,052 226,672 (ii) Fixed Deposits & Margin money 961,500 722,730 I 2,982,537 5,430,088

Advances recoverable in cash or in kind for value to be received 01) Advance to Suppliers 85334 775,242 02) Advance against Expenses 14,087,836 18,590,307 03) Earned Incomes 6,165,802 409,600 04) Tax Advances 3,209,937 4,044,730 05) Other Advances 0 1,906,125 06) Loans & Advances to Staff 327,060 577,694 07) Deposits 4,175,657 3,369,368 J 28,051,626 29,673,066

11,421,319


31-03-2010 (`)As at

31-03-2009 (`)


[18]

SCHEDULE-K CURRENT LIABILITIES & PROVISIONS

SCHEDULE-L MISCELLANEOUS EXPENDITURE(To the extent not written off or adjusted)

SCHEDULE-M SALES

SCHEDULE-N OTHER INCOME

SCHEDULE-O INCREASE/(DECREASE) IN STOCK

SCHEDULE-P MATERIAL CONSUMED

SCHEDULE-P COST OF TRADED GOODS

01. Trade Creditors 17,314,760 71,678,814 02. Creditors for Expenses 18,193,204 11,884,997

(Dues to SSI Unit 4,28,027 Previous Year 1,48,728) 03. Tax Liabilities 2,557,444 2,017,296 04. Customers Credit Balances 1,464,965 610,336 K 39,530,373 86,191,443

Pre-operative Expenses 980,095 0 L 980,095 0

Soya Solvent Oil 408,819,771 1,068,324,496 Soya D.O.C. 1,168,196,294 1,721,213,639 M 1,577,016,065 2,789,538,135

Interest 238,672 212,686 Cash Discount 37,978 86,720 D.E.P.B 1,937,866 0 Duty Drawback 2,607,187 0 Miscellaneous Receipt 1,819,627 1,609,525 Sundry Balance written off 424,838 23,214 Foreign Exchange Variation 421,813 0 N 7,487,981 1,932,145

Closing Stock 26,826,171 18,440,460 Less : Opening Stock of - Soya Oil 4,569,240 1,239,175 - Soya DOC 13,871,220 4,828,551 O 8,385,711 12,372,734

Opening Stock 84,578,500 30,416,388 Add : Purchases 1,271,086,502 2,628,617,164 Less : Closing Stock 54,350,280 84,578,500 P 1,301,314,722 2,574,455,052

Opening Stock 0 0 Add : Purchases 140,159,452 0 Less : Closing Stock 0 0

P 140,159,452 0


31-3-2010 (`)As at

31-3-2009 (`)

SCHEDULE FORMING PART OF THE PROFIT & LOSS ACCOUNT as at 31st March 2010

[19]

SCHEDULE-Q MANUFACTURING EXPENSES

SCHEDULE-R OFFICE & ADMINISTRATIVE EXPENSES

SCHEDULE-S SELLING & DISTRIBUTION EXPENSES

SECHEDULE-T OTHERS EXPENSES

SCHEDULE-U FINANCIAL CHARGES

Power and Fuel 29,952,248 62,376,494 Electrical Expenses 780,519 666,395 Salary & Wages 1,766,656 1,562,777 Repairs and Maintenance Plant & others 7,168,196 6,367,083 Consumption of Hexane 8,200,662 22,126,707 Freight Others 164,342 272,219 Insurance charges 1,040,650 1,010,815 Laboratory Expenses 62,295 64,455 Packing Expenses 6,172,470 9,017,896 Lease Rent 56,033 161,508 License fees, Rates & Taxes 4,242,807 4,656,554 Production Incentive Exp 403,526 866,168 Q 60,010,404 109,149,071

Audit Fees 38,605 38,605 Vehicle Running & Conveyance 660,413 1,037,867 Printing and Stationery 256,940 363,164 Postage & Telephone Expenses 766,454 973,949 Staff Welfare & Business Promotion Expenses 679,636 436,112 Office Expenses 362,737 249,772 Rent Expenses 1,586,372 586,913 Miscellaneous Expenses 43,801 102,011 Travelling Expenses 407,489 470,329 Directors' Travelling 103,617 300,675 Advertisement and Publicity 159,323 184,240 Salaries, Bonus,Gratuity etc. 7,624,296 6,528,741 News Paper & Periodical 8,197 6,497 Directors Remuneration 792,000 732,000 Internet Expenses 86,642 25,787 R 13,576,522 12,036,662

Freight Outward 31,970,119 78,273,299 Brokerage Expenses 1,253,124 2,388,672 Testing & Analysis fees 848,008 1,129,882 Clearing & Forwarding Charges 42,061 133,478 S 34,113,312 81,925,331

Professional Tax 2,500 2,500 Bank Charges 1,095,326 1,553,388 Legal & Professional Charges 1,809,099 1,506,087 Charity & Donation 69,951 232,404 Listing Fees 36,695 37,510 Membership Fees 243,999 123,739 Loss on Sale of Vehicle 220,107 38,998 T 3,477,677 3,494,626

Interest on Term Loan 2,489,683 3,129,075 Interest on Bank Loan 18,078,526 10,120,089 Foreign Currency Fluctuation Charges 2,661,216 0 U 23,229,425 13,249,164


31-3-2010 (`)As at

31-3-2009 (`)


[20]

SHEDULE V- SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

A. SIGNIFICANCE ACCOUNTING POLICIES:

1. Accounting Convention

2. Fixed Assets

3. Depreciation

4. Inventories

5. Investment

6. Foreign Currency Transactions

7. Revenue Recognition

The financial statement has been prepared and presented under historical cost convention on the accrual basis of accounting in accordance with the accounting principal generally accepted in India ("GAAP") and comply with the mandatory accounting standard ("AS") issued by the Institute of Chartered Accountants of India to the content applicable and with the relevant provision of the Companies Act 1956.

a. Fixed assets are carried at cost of acquisition or construction less accumulated depreciation. The cost of fixed assets includes taxes, duties, freight and other incidental expenses related to the acquisition and installation of the respective assets.

b. Advances paid towards the acquisition of the fixed assets outstanding at Balance Sheet date are disclosed under capital work in progress.

a. Depreciation on fixed assets is provided on "Straight Line Method".

b. Depreciation is provided at the rates and in the manner specified in schedule XIV of the Companies Act 1956.

a. Inventories are valued on FIFO basis, as fallows:

Raw material - At cost price

Finished goods - At market price

Stores & Spares - At cost price

Packing material - At cost price

b. Inventories comprise of raw material, stores & spares, consumable and finished goods.

Investments are carried at cost.

Foreign Currency Transactions are recorded using the exchange rates prevailing on the date of the respective transactions. Exchange difference arising on foreign currency transactions settled during the year is recognized in Profit and Loss Account.

Revenue from sale of goods is recognized at the point of dispatch of goods.

8. Employee Benefits

9. Taxation

a. Current tax

b. Deferred tax

10. Impairment of Assets

11. Cash Flows

12. Earning per share

13. Provisions & Contingent Liabilities

a. Contribution to provident fund is charged against revenue.

b. Gratuity liabilities are accounted for on accrual basis.

Tax expenses are the aggregate of current tax and deferred tax charged or credited in statement of profit & loss for the period.

The current charge for Income Tax is calculated in accordance with the relevant tax regulations applicable to the company.

Deferred tax charge on credit reflects the tax effect of timing differences between book profit and tax profit for the period. The deferred tax charge on credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted on substantively enacted by the Balance Sheet date.

At every balance sheet, the company determines whether the provisions should be made for the impairment loss on fixed assets by considering the indications that the carrying amount of the assets exceeds the recoverable amount as per recognition and measurement principles laid down in AS-28 "Impairment of Assets". No impairment of assets is identified during the review carried out in the current year.

Cash Flows are reported using the indirect method, whereby profit before tax in adjusted for the effects of transactions of a non-cash nature and any deferred or accruals of part or future cash receipts or payments. The cash flows from regular revenue generating, financing and investing activities of the company are segregated.

The earning considered in ascertaining the company's Basic EPS is the attributable Net Profit or Loss to the equity shareholders as per AS-20 "Earnings Per Share". The number of shares used in computing Basic EPS is the weighted average number of shares outstanding during the period.

The company creates a provision when there is a present obligation as a result of past events that probably requires an outflow of resources and reliable estimates can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is possible obligation or a present obligation that may, but probably will not, requires an outflow of resources.

[21]

Particulars 2009-10 QTY (MT) Value QTY (MT) Value

Soya Solvent Oil 113.100 4569240 24.250 1239175Soya DOC 630.510 13871220 299.910 4828551

2008-09

B. NOTES TO ACCOUNTS:

4. Contingent Liabilities

1. In the opinion of the board, current assets, loans and advances are approximately at the value at which stated in the Balance Sheet, if realized in the ordinary course of business. The provisions for all liabilities are adequate

2. Debit and Credit Balances of Parties are subject to confirmation are subject to confirmation. 3. Provision for income tax has been made as per the provisions of Income Tax Act, 1961.

Particulars As at 31st 2010 As at 31st March, 2009March,

(A) Bank Guarantee issued by Banks on behalf of the Company(B) Disputed tax demand pending on appeal

(a) Central Sales Tax(2003-04)(b) Central Sales Tax(2004-05)(c)Commercial Tax(2004-05)(d)Commercial tax (2005-06)(e)Entry tax (2005-06)(f)Entry tax (2006-07)

12,00,000.00

57.88Lacs Net181.46 Lacs Net12.68 Lacs Net2.99 Lacs Net0.33 Lacs Net0.99 Lacs Net

10,00,000.00

NILNIL18.25 Lacs2.99 Lacs Net0.33 Lacs Net0.99 Lacs Net

5. Capacity

a. License Capacity:Under the Liberalized industrial policy of the government the products are exempted from licensing provision.

b. Installed Capacity

6. Particulars of Raw Material Consumption, Production, Sales and Stock

a. Opening Stock of Finished Goods

Installed Capacity (As certified by the Solvent Extraction 650 TPD 650 TPD

management, being Technical Matter) 2009-10 2008-09


Soya Solvent Oil - - - -Soya DOC 6747.135 140159542 - -

2008-09


Soya Solvent Oil 10323.025 - 22056.095 -Soya DOC 46905.645 - 100366.030 -

2008-09



6747.135 146462706 - -

2008-09

Soya DOC (Trading)



2008-09

b. Purchases of Finished Goods

c. Production

d. Turnover

e. Closing Stock of Finished Goods

[22]

Particulars 2009-10 QTY Value QTY Value

Soyabean Seeds (in MT) 57094.261 1301314722 121497.015 2574455052Hexane (in Liters) 276199 8200662 530590 22126707

2008-09

f. Consumption of Raw Material

g. Consumption of General Stores & Coal

7. Earning in Foreign Currency

8. Managerial Remuneration

9. Auditors Remuneration

10. Related Party Disclosures a. List of Related Party

I. Mr. Girdhari Nyati : DirectorII. Mr. Gopal Nyati : Director

b. Related Party Transactions

11. Deferred Taxation

Consequent to the issuance of Accounting Standard-22 "Accounting for Taxes on Income" by the ICAI, as required by the standards, which is mandatory in nature, the company has recognized the deferred tax, resulting from the timing difference for current year has been credited to Profit & Loss Account.

The Company is operating only in one segment, hence no segment wise disclosure as per accounting standard-17 is provided.

Basic earning per share is arrived at by dividing the Net Profit after tax (PAT) by the total number of share issued and subscribed as at the end of the year as under

12. Segment Information

13. Earning Per Share (EPS)

h. Value of Raw Material , General Stores

Particulars 2009-10 2008-09Stores & Spares 4047975 4136964Fuel (Coal) 16829011 40589121

Particulars 2009-10 2008-09Sales $2854458.98 Nil

Particulars 2009-10 2008-09Salary 7,92,000/- 7,32,000/-

Particulars 2009-10 2008-09Audit Fees 30,000 30,000Tax Audit Fees 5,000 5,000Service Tax 3,605 3,605

Particulars Volume of Transactions during 2009-10 Volume of Transactions during 2008-09Remuneration:Mr. Girdhari Nyati 4,32,000 4,32,000Mr. Gopal Nyati 3,60,000 3,00,000

Particulars As at 31st March, 2010 As at 31st March, 2009Opening Deferred Tax Liability 1,61,89,439 1,57,82,561Add: Deferred Tax Liability provided during the year 1,27,701 4,06,878Closing Deferred Tax Liability 1,63,17,140 1,61,89,439

Particulars 2009-10 2008-09I. Raw Materiala. Indigenousb. ImportedII. Stores & Sparesc. Indigenousd. Imported

100%

100%

100%

100%

1301314722Nil

4047975Nil

2574455052Nil

4136964Nil

[23]

14. Previous year figures have been regrouped and rearranged wherever necessary for comparative purposes. Amounts furnished in above notes are in INR and the same are rounded off to nearest rupee.

Registration No : 07090Balance Sheet Date : 31.03.2010State Code : 10

Public Issue : NilBonus Issue : NilRights Issue : NilPrivate Placement : Nil

ADDITIONAL INFORMATION REQUIRED IN PURSUANT TO PART ‘D’ OF THE SCHEDULE (VII) TO THE COMPANIES ACT, 1956

1. Registration Details

2. Capital raised during the year

3. Position of mobilization and deployment of funds (Amount in ’000)Total Liability : 340151Total Assets : 340151

Sources of Funds :Paid up Capital : 103000Secured Loans : 165426Unsecured Loans : 8000Reserve and Surplus : 47408Deferred Tax : 16317Application of Funds :Net Fixed Assets : 113188Net Current Assets : 225955Investments : 28Miscellaneous Expenditure : 980

Turnover : 1590228Total Expenditure : 1581827Profit Before Tax : 84.01Profit after Tax : 62.17Earning per Share : 1.60Dividend : NIL

Product Description Item Code No.

Soya DOC 150790Soya Solvent Oil 150710

4. Performance of the Company (Amount in ‘000)

5. Generic Name of three Principal Products of the Company

Particulars As at 31st March, 2010 As at 31st March, 2009Net profit after Tax used as the Numerator 6216724 535386Basic/Weighted Average Number of Share used as the denominator 10027058 10027058Nominal value of Equity Share 10 10Basic & Diluted earning per equity share 1.60 0.05







[24]

Plot No. 19-39, Sector III, Industrial Area, Pithampur-454 775, Dist-Dhar (M.P)

Plot No. 19-39, Sector III, Industrial Area, Pithampur-454 775, Dist-Dhar (M.P)

EIGHTEENTH ANNUAL GENERAL MEETING 20th September, 2010

ATTENDANCE SLIP

PROXY FORM

NOTE SLIP: Please fill this attendance slip and hand it over at the ENTRANCE OF THE MEETING HALL

Reg. Folio No.________________ No. of Shares Held____________________

D.P. ID No.___________________

Client ID No.__________________

_________________________________________Member's/Proxy's Name in Block Letters

I Certify that I am a registered shareholder / Proxy for the registered shareholder of the Company I hereby record my

presence at the Eighteenth Annual General Meeting of the Company at Plot No. 19-39, Sector III, Industrial Area, Pithampur,

Dist-Dhar (M.P.) on 20th September, 2010 at 11.00 A.M.

I /We________________________________________________________________________________________of

________________________________________________________ being a member / members of the above company

hereby appoint__________________________________________________________________________________of

of failing him ____________________________________________________________________________________ of

___________________________________________________as my / our proxy to vote for me/us on my / our behalf at

the Eighteenth Annual General Meeting of the Company to be held on Monday 20th September 2010 and at any adjournment thereof.

Signed this_____________day of_____________2010

Regd. Folio No.____________________________

D.P. ID No.________________________________

Client ID No.________________________________

No. of Shares Held__________________________

Note: This Proxy Form in order to be effective should be duly stamped, completed and signed and must be deposited at the Registered office of the Company, not less than 48 hours before the time fixed for holding the aforesaid meeting.

dwarkeshenterprises/9893139211

Book-Post

if undelivered please return to :

To,

COMPANY INFORMATION

annual report 2009-2010 - bombay stock exchangedena bank the saraswat co-op. bank ltd. oriental bank...

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