complete annual report - · pdf filem/s beetal financial & computer services (p) ......

BankersPunjab National BankSyndicate BankAxis Bank

AuditorsS. Kumar Gupta & AssociatesChartered AccountantsChandigarh

Mr. K.I. SinghGeneral Manager - Finance

Mr. Ajay K. RatraCompany Secretary

Registered OfficeS.C.O.18-19, 1st Floor, Sector 9-D, Madhya Marg, Chandigarh-160017.India. Tel: 0172-2740352 Fax: +91-172-2743057

Works & Administrative OfficeV.P.O KhamanonLudhiana-Chandigarh National Highway,Khamanon 140 801, Punjab. India

Registrars & Share Transfer AgentsM/s Beetal Financial & Computer Services (P) Ltd.“Beetal House” 3rd Floor, 99, Madangir, New Delhi-110062

1

13

6

15

30

33

34

35

36

52

CONTENTS

Lakshmi Energy and Foods Ltd

Notice

Directors' Report

Management Discussion and Analysis

Corporate Governance Report

Auditor's Report

Balance Sheet

Profit & Loss Account

Cash Flow Statement

Annexures

Balance sheet abstract

Statement u/s 212

54

59

56

60

61

62

72

Subsidiary

Punjab Greenfield Resources Ltd

Directors' Report

Auditor's Report

Balance Sheet


Cash Flow Statement

Annexures

Balance sheet abstract

73

75

74

76

77

Consolidated Financial Statements

Auditor's Report

Balance Sheet


Cash Flow Statement

Annexures

53

Annual Report 2008-09

Mr. B.S. UppalChairman & Managing Director

Chairman’s Message

With Warm Regards

B.S. UppalChairman & Managing Director

The performance figures

The annual turnover of the company was Rs. 6914.40 Million in contrast with Rs. 15,401.93 Million during 2007-08 (18 months period). The company was able to earn a profit of Rs. 915.60 Million as against Rs. 1597.79 Million previously (18 months period). Though there is decline in performance figures during the review period, the redeeming feature was improvement in profitability margins which has been achieved by the company due to diversification of its activities.

The year gone by has been a year of revival for the country and to a large extent for the universe as a whole, which was reeling in trouble prior to this. The developed nations which had seen somersaults in their economic conditions witnessed a stabilization effect in the ultimate. The leaders of the developed nations such as US, UK, France, Germany, Japan took corrective steps quickly infusing stimulus packages benefiting corporate sector of their respective countries and bringing about reversal in the negative trend. The results that have come out are extremely positive.

Today the world finds renewed economic conditions where employment levels have started turning positive and GDP growth trends have also turned positive. Overall sentiment is favourable which will bring back whatever India lost due to the abovecited happenings. India had also declared stimulus packages for its banking and industrial sector which brought about marked improvement in manufacturing and services sectors. This has led to an achievement of healthy GDP growth quarter after quarter touching 7.9% recently. The outlook has also turned bright and the GDP growth expectation for the year 2010-11 is 7.2% which will lead to healthy economic development of the country. Having said that the agriculture production which rose nearly 4% during the year 2008-09 is likely to show flat to slightly negative growth in 2009-10.

Our October 2008 to September 2009 period has been a very unusual year in the life of the company. This year saw a bumper crop on the one hand in the country due to healthy agri growth but it resulted in certain other problems. The godowns of FCI were full and they did not have space to store additional purchases of rice from millers like us. This led to suspension of private purchases by FCI, which is actually an unusual situation and does not arise very often. Due to this constraint coupled with the 2 year old ban on export of non-basmati rice the company sales turnover was affected.

Dear Shareholders,

Conclusion

We believe there are good opportunities in the sector we operate in. We would examine each of these opportunities and try to capitalize on the ones that suit our capability and synergise with our present set-up. Since our area of operation is mass consumption items we are confident we would be able to bring benefits to the company in the coming times particularly when there are shortages of food reported in many places in India and abroad. Thank you very much !

New Developments

The company took its new plant capacity to 1.2 million MT and also put into operation its second 15 MW power plant. The company also started manufacture of pusa Basmati 1121 rice and achieved exports valued at Rs. 1512.81 Million. The company also made substantial progress in erection of its par boiling and steaming capacity plants. Once that is ready in phases beginning March 2010 there would be substantial increase in production of the said basmati rice. The increased production of basmati rice would provide the Indian market to us where the company would launch retail brands soon. Once this launch takes place the company would have de-risked itself substantially.

Beyond what has been stated above, we also have in mind to set up a number of smaller paddy processing mills of 0.2 million MT each in different parts of Punjab and also install smaller power plants there to make best use of by-product husk.

Additionally, the storage godowns each with 0.2 Mn MT capacity which will give us immense benefit in terms of savings in rentals for storage in outside godowns.

MANAGEMENT TEAMSERVICE EXCELLENCE

Management Team

Mr. Harwant SinghGroup Advisor

Mr. K.I. SinghGeneral Manager-Finance

Mr. Sunil BakshiPresident (Operations)

Lt. Col.(Retd.) Jeetendra Jaggi, CAO

Mr. Darshan SinghGM (Power Plant)

Mr. Ajay K. RatraCompany Secretary

Maj.(Retd) Subhash SharmaHR-Head

Mr. Amrik Singh KohliGM (Quality Control)

Mr. Prem DhawanGM (Civil)

Mr.Sukhdeep SinghDGM (Accounts and Taxation)

Mr. Manmeet SinghDGM (Commercial)

Mr. Brijendra Singh ChadhaSr.Manager (Projects)

Mr. Aditya JainSr. Manager (Finance)

Mr. Ajay Mishra Sr. Manager (Accounts)

Mr. P.N.SharmaSr. Manager (Power Plant)

Mr. Rakesh PathaniaManager (Accounts)

Mr.Punit SablokManager (IT)

Mr. P. MariappanManager (Power Plant)

Mr. Sandeep AroraManager (Maintenance)

Mr.GurAmrit SinghSAP ERP Co-ordinator

Mr. Sukhdeep SinghIncharge (Transport)

Mr. Chitranjan RautManager (Quality Control)

Our Vision"To provide quality goods at competitive prices and to guarantee the highest level of customer satisfaction, for continuous growth and development.”

Our BusinessWe use nature's ingredients and preserve its wholesome goodness. We follow unique processes that

utilize the resources to its maximum and leave no waste. We produce Rice of various varieties and grades,

Edible oil, Cattle Feed and Whole Wheat Flour. We started producing “Green Power” from Husk in our

co-generation Power Plant.

We keep our costs low and our margins high through bulk procurement, superior technology and automation and volume sales.

Leading by excellence and vision


Corporate ProfileLakshmi Energy and Foods Ltd. (LEAF) in existence for about 29 years has always ploughed back most of

its profits and remained focused on expansion. Over the years its 6 acres plot of land where it was

established, has expanded to more than 100 acres. It began with a small 5 MT / hour capacity and

expanded up to 225 MT/hour out of which the old plant is being phased out, so as to replace the same with

modern plants.The company's 30 MW biomass based power plant is the largest in the country run on husk

and presently sells power through PTC India Ltd. at a decent price.

Right from early days, LEAF built a strong network of procurement from Punjab Mandis which is now

facilitating LEAF to procure large quantum of Paddy for its operations. LEAF worked on a conservative

capital structure even when it needed funds for expansion cum modernization which is proving to be

beneficial for the shareholders of the company. LEAF built a supply chain to the Government agencies

which helped it to build volumes, thus reducing costs. It took steps to import the largest plant and storage

silos at much higher cost than indigenous equipment and that benefitted the company in improving

efficiencies at all levels.

Leaf also started Manufacture & Export of PUSA 1121 Basmati Rice successfully. It has also launched

Rice in Indian Market in few places which would be expanded in Indian Consumer packs in due course.

INNER8

Our Products


Basmati Rice

Basmati rice is grown in riverside soils of Punjab for centuries. This is a delicate and the tastiest grain with aroma that lures the connoisseurs’ imagination for elegance in rice preparations. Preciously low in availability, the basmati rice finds buyers in affluence mostly in overseas markets in the west and some in India.

We make some quantum of traditional variety. Over the years it has evolved into rugged and higher yielding seed varieties, thanks to extensive research effort of IARI, Pusa, New Delhi. The latest evolved variety is Pusa 1121. This has found acceptance among growers and consumers alike due to its higher yield, longer grain size and excellent cooking characteristics with lower price tag than the traditional variety.

We are manufacturing Pusa 1121 Basmati which is elegantly packaged by us in 1 kg, 2 kg, 5 kg and 10 kg bags and marketed in select Indian markets and export market.

Varieties produced by us are raw white rice, par-boiled rice, steamed rice and brown rice. Parmal Rice

Parmal rice is grown widely in Punjab and other northern states. This rice has several varieties but all of them look similar and also priced close to each other. Parmal is a high yielding variety which is easily available anywhere in India.

Punjab has very large surplus of this rice and farmers sell their parmal paddy to the millers and to Food Corporation of India (FCI). We have a large production of this rice, possible the largest in India. We are also among the largest suppliers of Parmal to FCI and sell about 75% of our production to them. Remaining 25% Parmal rice produced by us is sold to wholesale traders. We package Parmal rice in 50 kg jute bags.

Green power

We use the rice husk as fuel for generation of Power, which is by-product of our paddy processing. It does not cause pollution, hence its power is called green power. We have a 30 MW power plant which is the largest plant run on husk in India. Our power is being sold in bulk to power utilities through Power Trading Corporation.

Rice bran edible oil

We produce rice bran oil which is the lowest content of poly-saturated fats and considered one the best cooking medium due to its fat reducing qualities. We have a integrated process where the oil gets made in couple of hours ones rice bran comes out of the paddy processing plant. This ensures highest quality oil. Presently we are selling the oil in bulk. However its retailing will be started by the company soon.

Wheat flour

We have a 100 MT per day wheat flour mill. We use the finest variety of wheat produced in Punjab and make whole wheat, thus retaining its full nutritional value. The wheat flour is being sold by us in 10kg bags.

GREEN ENERGYOne process leads to the other, the chain formed

as a natural progression from paddy processing

to varieties of rice and by-products, by-products

segregating into rice bran, husk to Green Power.


The power generated by the company has brightened many homes and energized more industrial units in the otherwise power starved nation. Even carbon credit benefit under CDM project is going to be available to the company. We feel proud that our company has converted waste into energy. Motivated by this success, the company plans to set up more husk based plants in future.

Empowering

RICE TREATWe begin with right kind of procurement of our raw materials and store them in clean and hygienic conditions. We do our best to retain full energy and freshness of our product using modern automated production chain. Whether we pack in gunny bags or the poly bags our products have to pass regular quality checks in our own and outside accredited labs before they are sent in the market for sale.

It is well known fact that LEAF uses all the by-products to produce more value added products to conserve nature. Surely our efforts would be beneficial for the land and set an example for the world to follow.

Expanding the production capacity to meet the ever

growing demands with full zeal, LEAF has come up with a

state-of-the-art facilities matching with best in the world

as also the largest in size.

Modernisation Propels LEAF's Growth

FINANCIAL REVIEW

thNotice is hereby given that 19 Annual General Meeting (AGM) of the Members of Lakshmi Energy and Foods Limited will be held on Saturday, March 27, 2010 at 11.00 A.M. at PHD Chamber of Commerce and Industry, PHD House, Sector-31-A, Chandigarh, to transact the following business:

th1. To receive, consider and adopt the Audited Balance Sheet of the company as at 30 September, 2009 and the Profit & Loss Account for the year ended on that date together with the Reports of the Directors and Auditors thereon.

2. To declare a dividend of Rs. 0.50/- per equity share on 6,31,90,000 equity shares of Rs.2/- each for the financial year 2008-09.

3. To appoint a director in place of Mr. A.L.Suri who retires by rotation and, being eligible, offers himself for re-appointment.

4. To appoint a director in place of Mr. Nirdosh Bali who retires by rotation and, being eligible, offers himself for re-appointment.

5. To appoint a director in place of Mr. Rajendra Sharma who retires by rotation and, being eligible, offers himself for re-appointment.

6. To appoint M/s. S. Kumar Gupta & Associates, Chartered Accountants, Chandigarh, the retiring statutory auditors of the company to hold office as Auditors from the conclusion of this meeting until the conclusion of the next annual general meeting and to fix their remuneration.

7. Appointment of Mr. Janak Raj Singh as Joint Managing Director of the Company

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 198, 269, 309, 317 and Schedule XIII of the Companies Act, 1956, and other applicable provisions, if any, including any statutory modifications or re-enactment thereof, and subject to the provisions of Memorandum and Articles of Association of the Company and subject to such approvals and sanctions, as may be required, Mr. Janak Raj Singh be and is hereby appointed as the Joint Managing Director of the Company, for

tha period of 5 years with effect from 27 March, 2010 on the terms and conditions mentioned below:

i. Gross monthly remuneration not exceeding Rs. 5,00,000 (Rupees five lacs only) whether paid as salary, allowance(s), perquisites or a combination thereof; and

ii. Commission not exceeding @ 2% of the net profit of the Company calculated in the manner provided under the provisions of the Companies Act, 1956, if any.

Provided that the following perquisites will not be included in the aforesaid remuneration:

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

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

c. Encashment of leave at the end of tenure.

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

Ordinary Business:

Special Business:

NOTICE OF ANNUAL GENERAL MEETING



LAKSHMI ENERGY AND FOODS LIMITED

1 Lakshmi Energy and Foods Limited



Resolved further that in the event of loss, absence or inadequacy of profits, the gross monthly remuneration shall be paid as prescribed under the Companies Act, 1956.

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

Resolved further that the Board of Directors and the Remuneration Committee of the Company be and are hereby severally authorised to fix such remuneration and to work out various components of the remuneration package as it may deem fit and proper within the overall limits of the remuneration as approved above.

Resolved further that the Board of Directors of the Company (including any committee/sub-committee of the Board) be and is hereby authorised to take all necessary steps to give effect to the aforesaid resolution.”

8. Re-appointment of Mr. I.S. Gumber as Executive Director of the Company


“Resolved that pursuant to the provisions of section 198, 269, 309, 317 and Schedule XIII of the Companies Act, 1956, and other applicable provisions, if any, including any statutory modifications or re-enactment thereof, and subject to the provisions of Memorandum and Articles of Association of the Company and subject to such approvals and sanctions, as may be required, Mr. I. S. Gumber be and is hereby re-appointed as the Executive Director of the

stCompany, for a period of 5 years with effect from 1 March, 2010 on the terms and conditions mentioned below:

i. Gross monthly remuneration not exceeding Rs. 3,00,000 (Rupees three lacs only) whether paid as salary, allowance(s), perquisites or a combination thereof; and



b. Gratuity payable at a rate not exceeding half a month's salary for each completed year of service; andc. Encashment of leave at the end of tenure.



Resolved further that the Board of Directors of the Company (including any committee/sub-committee of the Board) be and is hereby authorised to assign and delegate, from time to time, such work, duties, power and authorities to the Executive Director as it may deem fit and proper.



9. Appointment of Mr. Harwant Singh as Executive Director of the Company

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 198, 269, 309, 317 and Schedule XIII of the Companies Act, 1956, and other applicable provisions, if any, including any statutory modifications or re-enactment thereof, and subject to the provisions of Memorandum and Articles of Association of the Company and subject to such approvals and sanctions, as may be required, Mr. Harwant Singh be and is hereby appointed as the Executive Director of the

thCompany, for a period of 5 years with effect from 27 March, 2010 on the terms and conditions mentioned below:

2Lakshmi Energy and Foods Limited



i. Gross monthly remuneration not exceeding Rs. 2,50,000 (Rupees two lacs fifty thousand only) whether paid as salary, allownce(s), perquisites or a combination thereof; and



b. Gratuity payable at a rate not exceeding half a month's salary for each completed year of service; andc. Encashment of leave at the end of tenure..



Resolved further that the Board of Directors of the Company (including any committee/sub-committee of the Board) be and is hereby authorised to assign and delegate, from time to time, such work, duties, power and authorities to the Executive Director as it may deem fit and proper.



10. Appointment of Mr. Anil Sarin as Director of the Company


“Resolved that pursuant to the provisions of section 257 and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification(s) or re-enactment there of for the time being in force), Mr. Anil Sarin beand is hereby appointed as Director of the Company subject to retirement by rotation”.

Notes:

A. Appointment of Proxy: A Member entitled to attend and vote at the annual general meeting may appoint a proxy to attend and vote on a poll in his basis instead of himself and the proxy need not be a member of the company.

Proxies, in order to be effective, the proxy form must be deposited and received at the registered office of the company not less than 48 hours before the scheduled time fixed for commencement of the annual general meeting.

B. Corporate Members: Corporate Members intending to send their authorised representatives are requested to send a duly certified copy of the board resolution authorizing the representatives to attend and vote at the annual general meeting.

C. Members / Proxies attending the meeting are requested to bring their admission slips along with their copy of Annual Report to the annual general meeting.

D. Queries at the AGM: Queries proposed to be raised at the annual general meeting may be sent to the company at its registered office at least 7 (seven) days prior to the date of annual general meeting to enable the management to compile the relevant information to reply the same in the annual general meeting.

By Order of the BoardFor Lakshmi Energy and Foods Limited

Sd/-(Ajay K. Ratra)

Company SecretaryPlace: ChandigarhDate : 16.02.2010

‘ ‘ 3 Lakshmi Energy and Foods Limited

E. Book closure: The Register of Members of the company and share Transfer Books of the company shall remain closed from 23.03.2010 to 27.03.2010 (both days inclusive) for the purpose of the annual general meeting The dividend , if declared , will paid to those members entitled there to end whose names shall appear on the Register of members of the company, or to their mandates as on 27.03.2010 subject to the provisions of Section 206A of the Companies Act. 1956, or any amendment or re-enactment there of in respect of dematerialized shares, the dividend will be payable on the basis of beneficial ownership as on closing hours of business on 22.03.2009 as per details to be furnished by National Securities Depository Limited ( NSDL) and Central Depository Service (India) Limited( CDSL) for this purpose.

F. Member are requested to notify any changes in their address / mandate / bank details as furnished by them or by NSDL / CSDL to the company for the shares held in certificate form and in the dematerialized form respectively immediately to the shares transfer Agent of the company-M/S. Beetal Financial & Computer Services (P) Limited.

G. Inspection of Documents: Documents referred to in the Notice etc. are open for inspection at the registered office of the company at all working days except Saturdays between 11 am and 2 pm up to the date of annual general meeting.

H. Explanatory Statement: Explanatory Statement as required under Section 173(2) of the Companies Act, 1956, in respect of Special Business under Item No. 7, 8 9 and10 is enclosed herewith.

I. The details pertaining to the directors being appointed and / or reappointed required to be provided pursuant to Clause 49 of the listing agreement with the stock exchanges are furnished in the statement on Corporate Governance, which is enclosed with the Directors' Report.

thAnnexed to the Notice convening the 19 Annual General Meeting.

Item No. 7Mr. Janak Raj Singh has been associated with the Company for a very long time. The Company has progressed a lot under his able guidance.

thIt is proposed to appoint Mr. Janak Raj Singh as Joint Managing Director of the Company for a period of 5 years with effect from 27 March, 2010 on the terms and conditions as set out in the resolution at item no.7.

The Board of Directors and the Remuneration Committee have already approved the aforesaid appointment of Mr. Janak Raj Singh as Joint Managing Director of the company. The members' approval is required by way of an ordinary resolution in this regard. This explanatory statement together with the accompanying notice is to be treated as relevant abstracts of the terms under Section 302 of the Companies Act, 1956.

The Board of Directors of your company recommend passing of the aforesaid Ordinary Resolution at Item No.7.

Memorandum of concern/interest:Mr. Janak Raj Singh and Mr. Balbir Singh Uppal are deemed to be interested and concerned in the proposed resolution.

Item No. 8stMr. I. S. Gumber has been the Executive Director of the Company since 1 March, 2005. He is involved in business strategic and corporate

thfinance as well as company's projects related matters. The term of Mr. I. S. Gumber as Executive Director expires on 28 February, 2010. It is stproposed to re-appoint Mr. I. S. Gumber as the Executive Director of the Company for a period of 5 years with effect from 1 March, 2010 on

the terms and conditions as set out in the resolution at item no.8.

The Board of Directors and the Remuneration Committee have already approved the re-appointment of Mr. I. S. Gumber as Executive stDirector for next five years w.e.f 1 March 2010. The members' approval is required by way of an ordinary resolution in this regard. This

explanatory statement together with the accompanying notice is to be treated as relevant abstracts of the terms under Section 302 of the Companies Act, 1956.

The Board of Directors of your company recommend passing of the aforesaid Ordinary Resolution at Item No.8

Memorandum of concern/interest:None of the directors of the Company except Mr. I S Gumber may be deemed to be concerned or interested in the aforesaid resolution.

Item No. 9Mr. Harwant Singh has rich experience of 35 years in domestic and international banking in Punjab National Bank. For the last two years he was working as Advisor to the company. It is proposed to appoint Mr. Harwant Singh as the Executive Director of the Company for a period of 5 years with effect from 27-03-2009 on the terms and conditions as set out in the resolution at item no.9.

The Board of Directors and the Remuneration Committee have already approved the appointment of Mr. Harwant Singh as Executive Director. The members' approval is required by way of an ordinary resolution in this regard. This explanatory statement together with the accompanying notice is to be treated as relevant abstracts of the terms under Section 302 of the Companies Act, 1956.

The Board of Directors of your company recommend passing of the aforesaid Ordinary Resolution at Item No.9.

Memorandum of concern/interest:None of the directors of the Company except Mr. Harwant Singh may be deemed to be concerned or interested in the aforesaid resolution.

Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956.







Item No. 10Mr. Anil Sarin brings rich experience of 22 years in the Fund Management and Administration. It is proposed to appoint him on the Board of Company as an Independent Director.

Notice under section 257 of the Companies Act., 1956, proposing the appointment of Mr. Anil Sarin as a Director has been duly received by the company along with a deposit of Rs. 500 in cash.

The details pertaining to Mr. Anil Sarin as required to be provided pursuant to clause 49 of the listing agreement are furnished in the statement on Corporate Governance, which is enclosed with the Directors’ Report.

The Board of Directors of your Company recommend passing of the aforesaid Ordinary Resolution at Item No.10.

Memorandum of concern/interest:None of the directors of the Company except Mr. Anil Sarin may be deemed to be concerned or interested in the aforesaid resolution.

By Order of the BoardFor Lakshmi Energy and Foods Limited

Sd/-(Ajay K. Ratra)

Company SecretaryPlace: ChandigarhDate : 16.02.2010

Dear MembersthYour directors have the pleasure in presenting and submitting the 19 Annual Report of your company together with the

Audited Annual Accounts for the financial year ended September 30, 2009.

The Audited statement of accounts for the year ended September 30, 2009 is attached along with the Report.

During the year under review, Sales of the company was Rs. 6914.40 million as against Rs. 15401.93 million in the previous period of 18 months. The company was able to earn a profit before tax of Rs1153.75 million during the current financial year as against a profit before tax of Rs. 2399.57 million in the previous period of 18 months. There was decline of 32.66% and 27.88% in turnover and profitability respectively on annualized basis. Profit after tax was Rs.915.60 million as compared to Rs. 1597.79 million in the previous period of 18 months, registering a decline of 14.04% on annualized basis. However, Net Profit margin increased to 13.24% as compared to 10.37% of last year. The decline in sales (in absolute terms) is due to less procurement of rice by FCI due to issues relating to storage and quality in the State of Punjab. Despite lower sales, the profit margins improved due to sale of power at good rates and export market for basmati rice tapped by the company.

Business Performance

DIRECTORS’ REPORT



Financial Highlights of the Company

Particulars

Provision for tax

For the year ended

th30 September 2008 (18 months)

Sales

Other Income

Total Income

Financial Expenses

Depreciation

Profit before tax

- Income tax

- Fringe benefit tax

Deferred Tax Liabilities

Profit after tax

Profit before Interest, Depreciation and Tax

Add: Excess Provisions of tax in earlier years

Appropriations

Dividend Tax Paid

Less: Previous year adjustments

Add: Balance of profit brought forward

Provision for Dividend (inclusive of tax)

Transfer to General Reserve

Balance carried to Balance Sheet

th30 September 2009 (12 months)

(Amt. in Rs. million) (Amt. in Rs. million)

Profit available for appropriation

6914.40

9.77

6924.17

347.09

1153.75

196.00

0.45

41.70

915.60

0.14

2561.27

2182.51

681.67

1.42

36.97

91.56

3346.78

3476.73

15401.93

28.22

15430.14

335.02

2399.57

271.87

1.93

527.99

1597.79

0.28

0.00

0

1158.53

159.78

2561.27

3222.56

487.97

35.54

2756.59

DIRECTORS' REPORT

Expansion & Diversification

Paddy/Rice processing

Power project

Transfer to Reserves

Dividend

Material Changes and Commitments

Management Discussions and Analysis Report

Public Deposits

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

Your company continued to pursue the policy of strengthening its presence in its strategic markets by judicious expansion of its business operations.

During the year, a state of the art rice processing plant (alongwith Sortex, Graders and Polishers) with capacity of 20 MT/hour was erected. The old plant capacity is being phased out by replacing the same with modern and efficient milling plants being sourced with Sortex and Polishers from Satake, Japan and Graders from Schmidt Seeger, Germany. The balancing equipment/facilities in terms of RO Plant, efficient boilers, steaming & par boiling units and packaging units will also be added to increase our capacity to manufacture premium rice for domestic and export market.

During the year, second phase of 15 MW biomass based power plant came into production making the total capacity of 30 MW.

The company will expand further in renewable energy by way of setting up upto five biomass based Power Plants at different locations in Punjab integrated with smaller paddy processing mills of 2 lac MT each.

The company has transferred Rs. 91.56 million in the General Reserve during the financial year under review in pursuance to the provisions of Companies (Transfer of Profits to Reserves) Rules, 1975.

Your directors now recommend a final dividend of Rs. 0.50/- per share for the year ended September 30th, 2009.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the thcompany have occurred between the end of the financial year of the company September 30 , 2009 and the date of this

Report.

Management Discussions and Analysis Report as required under Clause 49 of the Listing Agreement is given as a separate statement in the Annual Report and forms part of this Report.

During the year under Report, your company did not accept any deposits from the public in terms of the provisions of Section 58A of the Companies Act, 1956.

a. Conservation of Energy & Technology Absorption:

i. Energy Conservation Measures taken:In pursuit of continual improvement towards energy conservation and compliance with environmental regulations, many initiatives have been taken and implemented in the year under review. The company is aware about energy consumption and environmental issues related with it and is, therefore, continuously making sincere efforts towards conservation of energy. The maintenance of the Boiler and Electrical Equipments is carried out regularly with optimum care with the help of the technical professionals and modern equipments.

The company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices.



DIRECTORS' REPORT


ii. Additional Investments / Proposals, if any, being implemented for reduction of consumption of energyDuring the year, the company has made substantial progress in installing the state of the art equipments which are highly efficient and consume less energy for the same productivity. It has also commissioned a second phase of husk based power plant of 15 MW making a total capacity of 30MW.

With the present resources, the company had taken overall measures to reduce the consumption of energy. This was rendered possible through proper maintenance, on regular intervals, of Plant & Machinery and other electrical installed in the manufacturing / processing unit of the company as well as replacing low energy consuming electrical items in place of old ones.

iii. Impact of i & ii above for reduction of energy consumption

The above energy conservation measures would result in reduction in energy consumption and effectively saving in withdrawal of power from the State Grid. With the commissioning of husk based power plant, the company has captive power and has become a net exporter of energy.

iv. Total Energy consumption and Energy consumption per unit of production as per Form 'A'

The additional information as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are given as Annexure-I to this report and forms part of it.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same. The company is using latest technology which is well established the world over. The company has installed / is installing new equipments with latest technology for the purpose of rice processing. However, the company has not carried any R&D and has not incurred any expenditure during the year on this account as the same was not needed and not possible in-house for improvement of the process.

c. Foreign Exchange Earnings and Outgo: Export Activities / Initiatives to Increase Exports / Development of New Export Markets / Export Plans

EXPORT INITIATIVES 2008-09

During the year under review, your company focused on the export of basmati rice and exported amounting to Rs. 1512.81 million of rice into gulf countries. Your company is also considering the proposal for development of new markets. The earning on account of foreign exchange was Rs.949.75 million (Previous year Rs. 226.66 million) and the outgo in foreign exchange on account of spare parts, capital goods and travelling was Rs. 111.88 million (Previous year Rs.215.14 million).

EXPORT PLAN FOR 2009-10! Concentrate on existing international market for business growth. ! Explore the possibility of export to other international markets also.

Details and information of employees of the company who were in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in the Annexure-II to this Report.

During the year under report, Mr. Varinder Kumar resigned from the directorship of the company.The Directors place on record their appreciation of the valuable services rendered and guidance received from Mr.Varinder Kumar during his tenure as member of board.

At the ensuing annual general meeting, Mr. A.L.Suri, Mr.Nirdosh Bali and Mr.Rajendra Sharma will retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Janak Raj Singh who is presently acting as Executive Director of the company is being appointed as joint Managing Director. Mr. I.S. Gumber is being re-appointed as Executive Director of the company w.e.f 01.03.2010. Mr. Harwant Singh is being appointed as Executive Director of the company and Mr. Anil Sarin is being appointed as Independent Director at the ensuing annual general meeting.

Particulars of Employees

Directors


DIRECTORS' REPORT

Human Resource Development

Sustainability

Corporate Governance

Subsidiary Companies' Accounts

Auditors

Auditors' Report

Internal Control Systems and their Adequacy

Group for inter-se transfer of shares

During the year under review, your company's commitment to building harmonious employee relations was evident from the successful and smoothful running of its operations at its works. The collaborative spirit of partnership across all sections of employees and their sense of ownership and commitment has sustained the culture of excellence, learning and readiness to change. The collective dedication of the employees of the company is helping your company in delivering superior customer and shareholder value. Your company salutes the unflinching commitment of its dedicated team of employees. The company has retained M/s Deloitte Touche Tohmatsu India Pvt. Ltd. for inter alia drafting and recommending HR policies based on the best market practices that the company gets quality staff from the market and is able to retain the same for future growth.

Your company believes in long term sustainability initiatives in the interest of its various stakeholders. Your company's strategies to become 'carbon positive' have yielded rewards and in future will result in significant saving in the energy costs.

The company has complied with the Corporate Governance requirements, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on Corporate Governance alongwith a certificate from the Auditors of the company confirming the compliance is annexed and forms part of this Report.

Punjab Greenfield Resources Limited (PGRL) a wholly owned subsidiary undertook only limited work during the year under review.

A statement under Section 212 of the Companies Act, 1956, relating to PGRL is enclosed with this Report.

Further pursuant to Accounting Standard -21 (AS- 21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the company includes financial information of PGRL, a subsidiary of the company.

M/s. S. Kumar Gupta & Associates, Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment to audit the accounts of the company for the financial year 2009-10. As required under the provisions of Section 224(1B) of the Companies Act, 1956, the company has obtained a certificate from M/s. S. Kumar Gupta & Associates, Chartered Accountants to the effect that their proposed re-appointment, if made, would be in accordance and conformity with the limits as specified in that section.

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

Your company believes that internal control is a necessary concomitant of the principle of governance that freedom of management should be exercised within a framework of appropriate checks and balances. Your company remains committed to ensuring an effective internal control environment that provides assurances on the efficiency of the operations and security of the assets.

As required under Clause 3 (1) (e) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting Group (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of aforesaid SEBI Regulations, are given in the table along side.


NAMES. NO.

M/s. Punjab Greenfield Resources Limited

M/s. LOIL Health Foods Limited

M/s. LOIL Continental Foods Limited

M/s. LOIL Overseas Foods Limited

M/s. Ganeshay Overseas Industries Limited

i.

ii.

iii.

iv.

v.

M/s. Victor Foods India Limited

Mr. Balbir Singh Uppal

Mr. Janak Raj Singh

Mrs. Vijay Luxmi

vi.

vii.

viii.

ix.


DIRECTORS' REPORT


Directors' Responsibility Statement

Stock Exchange Listing

Consolidated Financial Statement

Other information

Acknowledgment

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

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

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as

that 30 September, 2009 and of the profit of the company for the year ended on that date;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in 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; and,

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

The securities of the company are presently listed on the following Stock Exchanges:

1. National Stock Exchange of India Limited; 2. Bombay Stock Exchange Limited;3. Ludhiana Stock Exchange Association Limited; and,4. Delhi Stock Exchange Association Limited

The company has duly paid the listing fees for the financial year 2009-10 to all the Stock Exchanges wherein the equity shares of the company are presently listed.

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements, LEAF Group accounts form part of this Report & Accounts. These Group accounts also incorporate the Accounting Standard AS-23 on Accounting for Investments in Associates in Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. These Group accounts have been prepared on the basis of audited financial statements received from the subsidiary company viz. PGRL, as approved by its Board.

The Certificate of the Auditors of the company viz. M/s. S. Kumar Gupta & Associates, Chartered Accountants, Statutory Auditors of the company confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, is annexed.

Your company's board and employees are inspired by their vision of sustaining LEAF's position as one of India's most valuable company in the food segment through world class performance creating enduring value for all shareholders, including the shareholders and the Indian society.

The vision of enlarging your company's contribution to the Indian economy is manifest in the creation of unique business models that foster competitiveness of not only its business but also the entire value chain of which it is a part. Inspired by this Vision, driven by Values and powered by internal Vitality, your directors look forward to the future with confidence.

Your directors wish to convey their sincere appreciation for the co-operation and excellent assistance the company has received from Banks, central / state government(s) and various ministries, departments of the central / state government(s), dealers and valued business associates without which it would not have been possible to achieve all round progress and growth of the company. The Board also places on record its appreciation to shareholders for their continued trust and support and also for the devoted services of all the employees of the company for their outstanding contribution to the operations during the year under review. The Board also places on record its appreciation for the continuous patronage of the customers of the company.

For and on Behalf of the Board

Sd/-Balbir Singh Uppal

Chairman and Managing DirectorPlace: ChandigarhDate : 16.02.2010


DIRECTORS' REPORT


FORM 'A’Form of Disclosure of Particulars with respect to conservation of energy

Year ended30.09.2009

Year ended30.09.2008

POWER AND FUEL CONSUMPTION

1. Electricity

Purchased

-Unit (KWH in Thousand)

-Total Amount (Rs. Lacs)

-Rate / Unit (Rs.)

Own Generation

(i) Through Diesel Generator


-Unit per liter of Diesel / Oil

-Rate / Unit (Rs.)

(Ii) Through Stream Turbine/ Generator


2. Coal

-Quantity (MT)

-Total Cost (Rs. In Lacs)

-Average rate (Rs. Per MT)

3. Furnace Oil

-Quantity (K lts.)

-Total Cost (Rs. In Lacs)

-Average rate (Rs. per K lts.)

4. Other/ Internal Generation

-Quantity

-Total Cost

-Rate/ Unit

B. CONSUMPTION PER MT

Electricity (KWH)

Paddy/Rice

Furnace Oil (Ltr.)

Coal (Kgs.)

A.

11771.50

551.49

4.68

-

-

-

-

1575.53

3.75

8.11

12.19

6246.57

-

- -

-

18.45 -

-



Chairman and Managing Director

8086.20

382.78

4.73

Place: ChandigarhDate : 16.02.2010

-

-

-

2828.00


ANNEXURE I TO DIRECTORS’ REPORT

ANNEXURE ITO DIRECTORS’ REPORT


Details and information of employees of the company who were in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Notes:

1. Information has been furnished on the basis of employees employed throughout the financial year, who were in receipt of remuneration for that year which, in the aggregate, was not less than Rs. 24,00,000.00 (Rupees twenty four lacs only) per annum and those employed for the part of the financial year, were in receipt of remuneration for any part of that year at a rate which, in the aggregate, was not less than Rs. 2,00,000.00 (Rupees two lacs only) per month. There was no person employed either throughout the financial year or part thereof, who was holding either by himself or alongwith the spouse and dependent children 2% or more of the shares of the company and drawing remuneration in excess of the remuneration drawn by the Managing director / executive director.

2. Remuneration includes salary, commission, other allowances, payments and expenditures incurred on perquisites and company's contribution to Provident/Superannuation/Gratuity Funds, if any.

3. All appointments are on contractual basis.

4. Mr. Balbir Singh Uppal, Chairman and Managing Director is father of Mr. Janak Raj Singh, Executive Director. None of the other employees is a relative of any director of the company.

Name of Employee

Age(Yrs.) Date of Birth

Designation(Nature of Duties)

Gross Remuneration

(Rs.)

Qualification Experience(Years)

Shareholding(in %age)

Date of Employment

Last Employment

Mr. Balbir Singh Uppal

(55)13-10-1954

Chairman and Managing Director(Overall management of the affairs of the company)

1,20,00,000 38 15.39 20-07-1990Privately educated

-

Mr. I SGumber

(51)03-03-1958

Executive Director(Overall management of the affairs of the company)

30,00,000 31 0.30 01-03-2005B.Sc. (H)MBA (Finance)LL.BCAIIB & AIA fromCAIB (U.K.)

Whole-Time Director of Networth Stock Broking Ltd

Mr. Janak Raj Singh

(37)08-04-1972

Executive Director(Overall management of the affairs of the company)

17 4.74 30-04-1992Graduate -60,00,000

(62)13-01-1948

Advisor 22,50,000 35 NIL 01-05-2008B.Sc. (Agri)M.Sc. (Agri. Econ)CAIIB (Part I)

General Manager, Punjab NationalBank

Mr. Harwant Singh


ANNEXURE IITO DIRECTORS’ REPORTANNEXURE II TO DIRECTORS’ REPORT


Food Grain/Rice

Power

Opportunities & Threats

Segment-wise/product-wise performance

Outlook

During the year under review, India like any other emerging country experienced the knock-on effects of the global economic slowdown. There were two dimensions to the economic slowdown viz. inflation and the global food grain shortage. Global Rice production is expected to increase by 7% over the next ten years due to rising yields while consumption is expected to increase by 10% due to population growth and rising demand for rice among certain non-Asian segments. In India, there was an all-time high production of 233.38 million tonnes of food grains comprising 117.70 million tonnes of Kharif food grains and 116.18 million tonnes of Rabi food grains during the year 2008-09. India has also borne the brunt of an erratic monsoon during 2009 resulting in deficient rainfall in many parts of the country, after a near 7-8 year cycle of successful monsoons. Consequently, area under cultivation, particularly of paddy declined sharply. It is estimated that a shortfall of 15-16 million tonnes of rice could be in the offing. Government stayed its decision to import rice from Thailand and Vietnam after floating a tender for 30,000 tonnes of rice in the international market.

Currently, India's rice market is very fragmented, as a large number of small and inefficient unorganized units are found within the industry. These small players lack integration and also do not make use of by-products, resulting in poor efficiency and immense wastage. LEAF is the largest organized player in non-basmati rice space. The large capacity has resulted in complete downstream integration, thus leading to almost zero wastage in the production process; adding value to each by-product; reducing power consumption and labour cost.

India is presently the sixth largest electricity-generating country in the world and accounts for about 4% of the world's total annual electricity generation. With the Indian power generation scenario, states play the most crucial role with about 52.7% contribution. Central sector follows next with 34.4% contribution. The private sector contribution is increasing at a faster pace due to the initiatives taken by the government and it is expected to have 18-20% share by 2012. The average energy shortfall in India is 7% and peak demand shortfall is 12%. Currently, biomass constitutes 14% of the total energy supply worldwide; 38% of this energy is consumed in developing countries, predominantly in the rural and traditional sectors of the global economy. India has been able to use only around 30% of its biomass energy potential and has a huge future potential to set up biomass based plants. The use of biomass has the capacity to save up to 100 MTs of carbon emissions per year.

LEAF has also realized its dream of producing “green energy” from husk / biomass. The company has started exporting power to the State Grid through PTC India Ltd.

There is growing demand for food grains all over the world and India. With the change in life style, mind set and preferences of the people, the demand for packaged rice, wheat flour and rice oil would also grow in the years to come. The shortage of rice in various countries is also opening up opportunities for export of rice. The Government has also started rebuilding its buffer stocks to avert any food crisis in future. Looking at aforesaid developments LEAF has already started scaling up its capacities for processing of paddy and by-products. Shortage of electricity in India also offers great opportunity to the company for its Power Generation Business. The company will also add to existing power generation capacity to supply “Green Energy” to our country.

Downturn in the global economy and the Government policies in relation to procurement of paddy/rice and their pricing for the Public Distribution System and the policy on exports of non-basmati rice would continue to affect LEAF in as much as the rice industry in general. However, the large production capacity of LEAF including by-product processing and its diversification into power will always mitigate such potential risk to the industry.

The company has two business segments viz; Agri-based and Energy. The revenue from agri-based business was Rs. 5693.09 millions which constitutes about 82% of the total revenue of the company. Energy division contributed Rs.1221.32 million which is about 18% of the total revenue. Rice continues to be the dominant product of our Company followed by electricity generation and then followed by other by-products like rice bran oil, De-Oiled Cake and Cattle Feed.

The Government of India, through Food Corporation of India (FCI) manages the food-grains in the country. FCI maintains the

buffer stocks and also distributes wheat and rice for masses through the ration shops under Public Distribution System. FCI is building up its buffer stocks to combat any threat of food crisis in future. Besides this, rising per capita income coupled with growth in the consumer class will witness more demand for rice which give further opportunities to your Company to expand its production facilities and venture into retail sales in a big way. The company is now focusing on developing other international markets for export of its long grain basmati rice.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTINDUSTRY STRUCTURE & DEVELOPMENTS


MANAGEMENT DISCUSSION AND ANALYSIS REPORT


The ever increasing emission of carbon dioxide into the air because of vehicular pollution is giving rise to the need to find an alternative to fossil fuels like petrol and diesel. Biomass is a resource for deriving renewable energy by using agricultural wastes like rice husk. The Company is already exporting “green energy” from its husk based 30MW biomass plant. Sale of power is adding to the both top and bottom-line of the company. The Power Plant also qualifies to earn carbon credit under Kyoto Protocol.

Supply of food grains is affected by many external factors such as climatic conditions and the current harvesting or peak season. Bumper crops pull down prices while poor production reflects in high prices. Besides this, Economic slowdown and government policies/regulations play a significant role in determining prices and demand for the food grains. Similarly, the external factors such as climatic conditions and demand and supply of power will continue to effect company’s earnings from power business.

The Company has established adequate systems for internal control relating to purchase of raw materials, components, plant & machinery, equipments and other assets and sale of goods which are commensurate with size and nature of business of your Company. The Company has got effective system of accounting and administrative controls which ensure that all assets are safeguarded and protected against loss. The Company has well defined organization structure with clear functional authority limits for approval of all transactions.

The Company has also strong reporting system, which evaluate and forewarns the management on issues related to compliance. The performance of the Company is regularly reviewed by the Board of Directors to ensure that it is in keeping with the overall corporate policy and in line with pre-set objectives. These business control procedures ensure efficient use and protection of the resources and compliance with the policies, procedures and status.

The Company's Human Resource philosophy is to identify the attitude, aptitude of each employee, provide motivation to them and place them in a position where they can contribute to the growth and performance of the Company to the best of their ability. During the year, M/s Deloitte Touche Tohmatsu India Pvt. Ltd. was retained to map the ideal organizational structure for the Company, keeping in view its business and growth plans during the next 3-5 years and identify the gaps, if any. The consultants have given job charts for various positions and suggested an organizational chart. The recommendations of consultants are being deliberated by the Board and would get implemented. The Company provides to the staff healthy environment and maintains cordial relations with the employees. The company treats the people as the most valuable asset and has a system of performance appraisal and career development. Steps have also undertaken towards manpower rationalization through multi task training and job rotation.

The Company has ensured recognition of meritorious performance and achievements through timely rewards. Recognition is also in the form of increased responsibility and job enrichment.

thAs on 30 September 2009, 407 employees are on the roll of the Company.

The Company continues to be compliant with applicable environment laws and regulations. The Company has started generating power from biomass waste and is keeping the environment clean through control of pollutants by deploying the Electrostatic Precipitators and Effluent Treatment Plant.

Safety and health of people working in and around the premises of the Company continues to receive the highest importance from the management. Employees are continuously trained and coached in safety and are provided appropriate safety equipments.

Statements in the Management Discussion and Analysis describing the Company's objective, projections, estimates, expectations may be “forward-looking statements” within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates / would operate, changes in the Government regulations, tax laws and other statutes and other incidental factors.

Risks & Concerns

Internal Control Systems and their Adequacy

Human Resource Development

Pollution and Environment Control

CAUTIONARY STATEMENT


MANAGEMENT DISCUSSION AND ANALYSIS REPORT





Lakshmi Energy and Foods Limited

1. Company's Philosophy on Corporate Governance

2. Board of Directors

The company believes that good Corporate Governance practices enable a company to attract and enhance financial and human capital and leverage these resources to maximize long-term shareholders' value and preserve the interests of multiple stakeholders, including society at large. The company believes in good Corporate Governance and has made Corporate Governance a practice and a continuous process of development. The company is fully committed to practicing sound corporate governance and upholding the highest business standards in conducting business. The company's philosophy on Corporate Governance envisage the attainment of high level of transparency and accountability in the functioning of the company and conduct of business and places due emphasis on regulatory compliance. This would help the company to meet its obligation to its customers, employees and shareholders.

Being a value-driven organization, the company has always worked towards building trust with shareholders, employees, customers, suppliers and other stakeholders based on principles of good corporate governance viz. integrity, equity, transparency, fairness, disclosure, accountability and commitment to values.

The company fosters the culture in which high standards of ethical behaviour, individual accountability and transparent disclosure are ingrained in all its business dealings and shared by its board of directors, management and employees. The company has established systems and procedures to ensure that its board of directors is well-informed and well-equipped to fulfill its overall responsibilities and to provide the management with a strategic direction needed to create long term shareholder value.

thComposition of the Board of the company as on 30 September 2009

The board of directors of the company has an optimum combination of Executive, Non Executive and Independent thdirectors. As on September 30 , 2009, the board of directors of the company consisted of 9 members. Mr. Balbir Singh

Uppal is the Chairman cum Managing Director of the company. Mr. Janak Raj Singh and Mr. I. S. Gumber are the other two executive directors on board of directors of the company. All other directors are non-executive directors.

The details of directors with regard to their outside directorships, committee positions as well as attendance at meeting of the board of directors of the company / annual general meeting are as follows:

CORPORATE GOVERNANCE REPORT

Director Executive/Non-Executive/Independent

No. of theBoardMeetingsAttended

Whetherlast AGMAttended

Mr. Balbir SinghUppal

Promoter andManaging Director

Yes Nil7

Mr. Janak RajSingh

Promoter andExecutive Director

Yes Nil7

Mr. I. S.Gumber

ExecutiveDirector

No 23

Mr. SanjeevSood

Independent No 1Nil

Mr. Nirdosh Bali

Independent Yes NilNil

No. ofOutsideDirectorshipsHeld

Mr. VarinderKumar *

Mr. Rajendra Sharma

Independent No Nil1

Mr. AmarjitSingh

Independent Yes Nil 3

Ms. Vijay Luxmi

Promoter andNon-ExecutiveDirector

No Nil 1

Maj. Gen. A. L. Suri (Retd.)

Independent Yes 1 2

Independent

6

6

1

5

6

5

6

5

6

- No 3 Nil

No. ofCommitteeMembership

th* Upto 24 September 2009



15


The Meetings of the board of directors of the company held during the year:During 2008-09, the board of directors of the company met 6 times on the following dates: -

Particulars Mr.AnilSarin

Mr.Rajendra Sharma

Mr. Nirdosh Bali

Mr.I.S.Gumber Mr. A.L.Suri

Designation Director Director DirectorExecutiveDirector

Director

Education MBAMechanicalEngineer

Graduate and training from SEIRRAI Factory, Japan

Bsc. (H)MBA, LLB, CAIIB& AIA FromCAIB (U.K.)

Fellow, Instituteof Engineers(India)Member, Instituteof Arbitrators(India)

Experience 22 years 29 years in implementation

of power and other projects

20 yearsin rice milling design,installation &commissioning

31 years in banking,financial institutions & corporate sector

Having experience in engineering projects,financial services,insurance and army

Companies inwhich holdsmembership ofcommittees

Nil22 Nil

Salary, etc NilNil3.00 lacs p.m Nil

Equity sharesheld

NilNil1,89,891 Nil

Other Companies in which holds Directorship

Nil13 3

Father'sName

Mr.SatyaPrakash

Mr.K.K.Sharma

Mr.L.P.BaliMr.K.S.Gumber Mr.Ram Lal Suri

Mr. Janak RajSingh

Executive Director

Graduate

17 years in food grainprocessingindustry.

Nil

5.00 lacs p.m

29,93,645

7

Mr. Balbir SinghUppal

Executive Director

B.Sc. (Agri)M.Sc (Agri. Econ.)CAIIB (Part 1)

Date of Birth 03.03.196608.08.195424.12.196703.03.1958 23.11.193408-04-1972 13.01.1948

Mr.Harwant Singh

35 years inbanking domesticand UK

Nil

2.50 lacs p.m.

Nil

Nil

Mr. GurdeepSingh

Address 202, Dheerajdhan,

Apts, St. Alexius road,

Bandra(W) Mumbai

102, Badal Colony,

Zirakpur, Distt. Mohali

3928, Sector 47-D,Chandigarh

A/ 84,Maker Kundan Garden (Nr SNDT College)Juhu RoadMumbai-400049

C-485, Defence Colony, New Delhi

Lakshmi Complex, VPO Khamano, Distt. Fatehgarh Sahib, Punjab

H.No.2541, st1 Floor,

Sector 35-C,Chandigarh

Date ofAppointment

30-04-1992 27.03.201004.09.200704.09.200701.03.2005 04.10.200627.03.2010

Date of the Meetings

th29 October 2008th28 January 2009

st1 October 2008

th28 February 2009th28 April 2009nd22 July 2009

Shareholding of Non-Executive Directors

Name of the Director

Ms.Vijay Lakshmi Non-Executive Director

19,71,100

Category No. shares held



Changes in the Board of Directors during the yearMr. Varinder Kumar resigned from the directorship on September 24, 2009.Information pursuant to clause 49 IV (G) (i) of the Listing Agreement regarding Directors being appointed/re-appointedMr. Janak Raj Singh is being appointed as Joint Managing Director of the Company, for a period of 5 years with effect

th from 27 March, 2010. Mr. I.S.Gumber is being re-appointed as Executive Director of the Company, for a period of 5st years with effect from 1 March, 2010. Mr. Harwant Singh is being appointed as Executive Director of the Company, for a

th th period of 5 years with effect from 27 March, 2010. Mr. Anil Sarin is being appointed as Director with effect from 27 March,2010.

Mr. A.L.Suri, Mr.Nirdosh Bali and Mr.Rajendra Sharma, directors who shall be retiring in this annual general meeting, being eligible have offered themselves for re-appointment. Brief particulars of aforesaid directors are as follows:

Apart from the above, none of the Non-Executive (including Independent) Directors hold any shares (as own or on behalf of other person on beneficial basis) in the Company.

Information Supplied to the board of directors of the company. The board of directors of the company was supplied with all relevant information and supporting papers, which were required, to transact the business specified in the agenda of Meetings of the board of directors of the company held.

Code of ConductThe board of directors of the company play an important role in ensuring good corporate governance and have laid down the Code of Conduct applicable to all members of the board of directors of the company and senior executives of

ththe company. The board of directors of the company vide their resolution dated December 30 , 2005 adopted and approved the code of conduct. All members of the board of directors of the company and senior executives have

confirmed compliance of the code of conduct. The code of conduct is also posted on the website of company. A certificate to this effect is annexed herewith.

Annual compliance reportingMembers of the board of directors of the company and Senior Managers have affirmed compliance with this Code as

that the end of the financial year ending on September 30 , 2009.

Acknowledgment of receipt of the code

Each Member of the board of directors of the company and Senior Managers, both present and future, have acknowledged receipt of the code or any modification(s) thereto, in the acknowledgement form and have forwarded the same to the Compliance Officer.

No breach of the aforesaid Code has been brought to the notice of the Compliance Officer or any member of the board of directors of the company or Senior Management.

The CEO / CMD of the company has given the certificate as per the requirement of clause 49 of the listing agreement which is annexed hereto.

The Audit Committee of the company comprises of three members, two of them are non-executive and independent directors.

During the year under report, Audit Committee was re-constituted with the induction of Mr. Nirdosh Bali and Mr. I.S.Gumber. Mrs. Vijay Luxmi and Mr. Sanjeev Sood ceased to be members of Audit Committee.

As on 30-09-2009, the Chairman of the Committee is Mr Amarjit Singh, a non-executive independent director. Other members are Mr. Nirdosh Bali non-executive independent director and Mr. I.S.Gumber, Executive Director.

Terms of references and powers of the Audit Committee are as per the guidelines set out in the listing agreement (Clause 49) with the stock exchanges that, inter alia, include the overview of the company's financial reporting processes, review of the half yearly and annual financial statements, the adequacy of internal control systems, the financial and risk management policies etc.

Meetings held during the year and the Attendance thereat:During 2008-09, 5 (five) Audit Committee Meetings were held on: -

3. Audit Committee

Composition & Terms of Reference

The attendance of members of the Audit Committee at these Meetings is as follows:

Date of the Meetingsth29 October 2008th28 January 2009th28 February 2009th28 April 2009nd22 July 2009




Notes:1. The Chairman of the Audit Committee was present at the Annual General Meeting of the company

thheld on 27 March, 2009.

2. Finance head is the permanent invitee of the Audit Committee and the Statutory and Internal Auditors of the company are also invited to the Audit Committee Meetings.

3. Company Secretary acted as Secretary to the Committee.

thThe Audit Committee at its meeting held on January12 , 2006, approved framing of a Whistle Blower Policy that provides a formal mechanism for all employees of the company to approach the Chairman of the Audit Committee of the company and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the company's Code of Conduct. The Whistle Blower Policy requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. Under the Policy, each employee of the company has an assured access to the Chairman of the Audit Committee.

The Remuneration Committee of the board of directors of the company comprises of three non-executive directors namely Mr Amarjit Singh - as Chairman, Mr. Sanjeev Sood, and Mrs. Vijay Luxmi as members.The Committee was constituted to approve the remuneration payable to Managing Director, Whole time Director and Executive directors of the company. Thus, the Committee shall have the meetings as and when so required.

Meetings held during the year and the Attendance thereat:During 2008-09, one Remuneration Committee Meeting was held on: -

The attendance of members of the Remuneration Committee at these Meetings is as follows:

The company is presently paying remuneration to Mr. Balbir Singh Uppal, the Chairman cum Managing Director, Mr Janak Raj Singh and Mr. I. S. Gumber, Executive Directors of the company. Other than that, company is not paying remuneration to any other director. No significant material transactions have been made with the non-executive directors vis-à-vis the company.

Whistle Blower Policy

4. Remuneration Committee


Remuneration Policy of the Company

* Member till 28-04-2009

# Member wef 28-04-2009

1. Mr. Amarjit Singh Chairman 5

2. Mrs. Vijay Luxmi * Member 4

3.

4.

5.

Mr. Sanjeev Sood *

Mr. Nirdosh Bali #

Mr. I.S.Gumber #

Member

Member

Member

4

1_

S. No. Director Category No. of MeetingsAttended

Date of the Meeting th28 February 2009

1 Mr. Amarjit Singh Chairman

2 Mrs. Vijay Luxmi Member

3 Mr. Sanjeev Sood Member


1

1

1




Notes:

1. No director is related to any other director on the board of directors of the company except for Mr. Balbir Singh Uppal and Mr. Janak Raj Singh, who are father and son respectively.

2. The company does not have any scheme for grant of stock options to its directors or employees.

st3. The appointment of Mr. Balbir Singh Uppal, Chairman cum Managing Director is for a period of 5 years w.e.f. September1 , 2004.

st4. The appointment of Mr. Janak Raj Singh, Executive Director was for a period of 5 years w.e.f. October 1 , 2005 and he is being appointed as Joint Managing Director w.e.f. 27-03-2010.

st5. The appointment of Mr. I. S. Gumber, Executive Director was for a period of 5 years w.e.f. March 1 , 2005 and he is being streappointed as Executive Director w.e.f. March 1 , 2010.

6. No severance fee is payable to any Managing / Executive Director of the company.

7. The remuneration paid to the Executive directors is recommended by the Remuneration Committee and approved by the board of directors of the company in the meeting of the board of directors of the company, subject to the subsequent approval by the shareholders at the general meeting and such other authorities, as the case may be. Independent / Non-Executive directors are not being paid any sitting fees.


Shareholders'/Investors' Grievance Committee of the company comprises of three members; two of them are non-executive and independent directors.

During the year under report, Shareholders'/Investors' Grievance Committee was re-constituted with the induction of Mr. Nirdosh Bali and Mr. I.S.Gumber. Mrs. Vijay Luxmi and Mr. Sanjeev Sood ceased to be members of Audit Committee.

As on 30-09-2009, the Chairman of the Committee is Mr Amarjit Singh, a non-executive independent director. Other members are Mr. Nirdosh Bali non-executive independent director and Mr. I.S.Gumber, Executive Director.

thDetails of the directors' Remuneration for the financial year ended September 30 , 2009.

5. Shareholders'/Investors' Grievance Committee

Name of theDirector

Sitting fees Commission,Bonus Ex-gratia

Salaries &Perquisites(Rs. in million)

Total Amount(Rs. in million)

Mrs. Vijay Luxmi Nil NilNil Nil

Maj. Gen. A. L. Suri (Retd.)

Nil NilNil Nil

Mr. Nirdosh Bali

Mr. Rajendra Sharma

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Mr. Amarjit Singh Nil NilNil Nil

Mr. Sanjeev Sood Nil NilNil Nil

Mr. Balbir Singh Uppal Nil Nil12.00 12.00

Mr. Janak Raj Singh Nil Nil6.00 6.00

Mr. I. S. Gumber Nil Nil3.00 3.00




The Committee is constituted and functions as per the guidelines set out in listing agreements with the Stock Exchanges that inter alia include redressal of investors' grievances arising out of issues regarding share transfers, transmissions, dividends, dematerialization and related matters.

Mr. Ajay K. Ratra, is appointed as the Compliance Officer for this purpose of Clause 47 of the Listing Agreements.

Meetings held during the year and the Attendance thereat:

During the year, 4 (four) Shareholders'/Investors' Grievance Committee Meetings were held on: -

The attendance of members of the Shareholders'/Investors' Grievance Committee at these Meetings is as follows:

Mr. Balbir Singh Uppal, Chairman and Managing Director and Mr. K.I.Singh, GM (Finance) have certified to the board of directors of the company that:

(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their 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.

(b) There are, to the best of their 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.

(c) They accept responsibility for establishing and maintaining internal controls and that they have evaluated the effectiveness of the internal control systems of the company and they have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.

(d) They have indicated to the auditors and the Audit committee-

(i) Significant changes in internal control during the year, if any;

(ii) Significant changes in accounting policies during the year, if any and that the same have been disclosed in the notes to the financial statements; and,

(iii) Instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system.

The above certificate was placed before the Meeting of the board of directors of the company held on 16-02-2010.

CEO/CFO certification

Date of the Meetingsth29 October 2008th28 January 2009th28 April 2009nd22 July 2009

1. Mr. Amarjit Singh Chairman 4

2. Mrs. Vijay Luxmi * Member 3

3.

4.

5.

Mr. Sanjeev Sood *

Mr. Nirdosh Bali #

Mr. I.S.Gumber #

Member

Member

Member

3

1_





6. General Body Meetings

7. Disclosures

a) Particulars of past three annual general meetings of the company:

b) Pursuant to the provisions of Section 192A of the Companies Act, 1956, there was no matter as required to be dealt by the company to be passed through postal ballot during the financial year 2008-09.

c) None of the resolutions proposed for the ensuing Annual General Meeting need to be passed by Postal Ballot.

a) There was no such materially significant related party transaction(s) with its promoters, the directors or the management, their relatives, etc. that may have the potential conflict with the interests of the company at large. The other related party transactions are given in Notes on Accounts annexed to and forming the part of Balance Sheet and Profit and Loss Account of the company.

b) Your company has followed all relevant Accounting Standards while preparing the financial statements.

c) Your company has established a comprehensive and appropriate risk assessment and management policy and minimization procedures and the same is periodically reviewed by the board of directors of the company.

d) During the last three years, there were no instance of imposition of penalties, strictures by Stock Exchange or SEBI or any statutory authority on the company on any matter related to capital markets, hence no details thereof could be provided.

e) The company has instituted a comprehensive code of conduct for its board, senior executives, managerial staff and relevant business associates in compliance with the SEBI regulations on prevention of insider trading.

f) The board of directors of the company periodically reviews reports of compliance with all laws applicable to the company, as well as steps taken by the company to rectify instances of non-compliances.

g) The company has adopted a Whistle Blower Policy and has established the necessary mechanism in line with clause 7 of the Annexure I D to Clause 49 of the Listing Agreement with the Stock Exchanges, for employees to report concerns about unethical behaviour. No personnel has been denied access to the Chairman of the Audit Committee.

Year Date Venue Time Summary of resolutions passed (Special Business)

2009 27.03.2009 Chandigarh Club, Sector-1, Chandigarh

Chandigarh Club, Sector-1, Chandigarh

11.00 A.M. Ordinary Resolution• Re-appointment of Mr. Balbir Singh Uppal as Managing Director of the Company

2007 28.09.2007 11.00 A.M. Ordinary Resolutions Appointment of Mr. A.L Suri as Director Appointment of Mr. Nirdosh Bali as Director Appointment of Mr. Rajendra Sharma as Director

Revision in remuneration of Mr. Balbir Singh Uppal, Chairman and Managing Director

Revision in remuneration of Mr. Janak Raj Singh, Executive Director

Revision in remuneration of Mr. I.S Gumber, Executive Director

2006 22.09.2006 Bal Bhawan,Sector 23,Chandigarh

11.00 A.M. Ordinary Resolutions Appointment of Mr. Varinder kumar as Director Appointment of Mr. Sanjeev Sood as DirectorSpecial Resolutions Investment by FIIs and NRIs upto an aggregate limit of 49% and 10% of paid up equity capital respectively.




h) Your company is fully compliant with the mandatory requirements of the Clause 49 of the Listing Agreement. The company has not adopted the non-mandatory requirements as prescribed in Annexure I D to Clause 49 of the Listing Agreement except the following:

a) The company has set up a Remuneration Committee.

b) The company has adopted a Whistle Blower Policy and has established the necessary mechanism.

i) The company has not issued any GDRs/ADRs.

i) Quarterly results of the company are published regularly in BUSINESS STANDARD and DESH SEWAK (Punjabi) newspapers and also displayed on the website of the company www.lakshmigroup.in shortly after their submission to the Stock Exchanges.

ii) Official news releases and presentations, if any, made to Institutional Investors and analysts are posted on the company's website.

iii) Pursuant to clause 51 of the listing agreements, financial information like quarterly financial statements, shareholding pattern are available on SEBI's website www.sebiedifar.nic.in.

iv) Management Discussion and Analysis Report has been included in this Annual Report and forms the part of this Annual Report being sent to the shareholders of the company.

Company's snapshot

Annual General Meeting Details

thCalendar for the financial year ending September 30 , 2010

8. Means of Communication

9. GENERAL / ADDITIONAL SHAREHOLDER INFORMATION

I.

S. No.

Ii.

Iii.

Incorporation.

Heading

CIN.

Equity Structure

20.07.1990

Particulars

LOOOOOCH1990PLC010573

6,31,90,000 equity shares of Rs. 2/- each.



thSaturday, March 27 , 2010Day & Date

Time 11.00 A.M.

Venue PHD Chamber of Commerce and Industry, PHD House, Sector-31-A, Chandigarh

stFinancial Reporting for the first quarter ended December 31 , 2009. stJanuary 21 , 2010 (Actual).

stFinancial Reporting for the second quarter ending March 31 , 2010. Last Week of April, 2010.

thFinancial Reporting for the third quarter ending June 30 , 2010. Last Week of July, 2010.

thFinancial Reporting for the fourth quarter ending September 30 , 2010. Last Week of September, 2010.

thAnnual General Meeting for the year ended September 30 , 2010. March 2011.

Events Tentative time frame

Book Closure Dates rd th23 March, 2010 to March 27 , 2010 (both days inclusive).

Book Closure


Share Price BSE SENSEX



The board of directors of the company has recommended 25% (Rs. 0.50/- per share) final dividend for the financial year 2008-09. The final dividend, if approved by shareholders at the ensuing annual general meeting shall be paid to those shareholders those names appear on the Resgister of Members as on March 27th, 2010. in respect of shares held in electronic form, the dividend will be payable to the beneficial owners of the shares as on the closing hours of

ndbusiness on 22 March, 2010 as per the details furnished by the Depositories for this purpose. The dividend, if approved, will be paid within 30 days of declaration at annual general meeting.

Listing on Stock ExchangesThe equity shares of the company are presently listed on the following Stock Exchanges:1. National Stock Exchange of India Limited; 2. Bombay Stock Exchange Limited;3. Ludhiana Stock Exchange Association Limited;4. Delhi Stock Exchange Association Limited.

The company has paid the annual listing fees for the year 2009-10 to all the Stock Exchanges wherein the equity shares of the company are listed. The company has also paid the annual custodial fee for the year 2009-10 to both the depositories namely, National Securities Depository Limited ('NSDL') and Central Depository Service (India) Limited ('CDSL').

Dividend Payment

Listing Fees

Stock Codes

Market Price Data and performance in comparison to BSE Sensex

Company's Share Price Movement vis a vis BSE Sensex

ISIN (for equity shares) INE 992B01026

NSE SYMBOL LAKSHMIEFL

BSE Stock Code 519570

October, 2008

November, 2008

December, 2008

January, 2009

February, 2009

March, 2009

April, 2009

May, 2009

June, 2009

July, 2009

August, 2009

September, 2009

280.00

170.00

203.00

210.00

183.00

120.00

104.40

98.40

122.00

89.30

121.85

137.85

110.00

116.00

145.00

181.00

114.00

91.00

75.25

61.55

74.30

68.05

82.00

108.55

1163028

763061

1652821

24753

39419

20608

139047

4250812

13015002

4083970

10524379

11171882

BSE SENSEX

13,203.86

10,945.41

10,188.54

10,469.72

9,724.87

10,127.09

11,492.10

14,930.54

15,600.30

15,732.81

16,002.46

17,142.52

Low

7,697.39

8,316.39

8,467.43

8,631.60

8,619.22

8,047.17

9,546.29

11,621.30

14,016.95

13,219.99

15,356.72

14,684.45

BS

E S

EN

SE

X

c-

8O

t0

No

v-0

8

Dc

0e

-8

a0

Jn

-9

b-

9F

e0

Mrc

0a

h-

9

Ap

ril-

09

y-0

Ma

9

Ju

ne

09

-

Ju

ly-0

9

Au

g-0

9

Se

pt-

09

300

200

150

100

50

0

250

SH

AR

E P

RIC

E

Share Price vs. Sensex (Monthly High)1800016000

14000

12000

10000

8000

6000

4000

2000

0

Month Share Price at BSE

High (Rs) Low (Rs) Volume (Nos.) High


The company had appointed M/s. Beetal Financial & Computer Services (P) Ltd. as its Common Registrar and Transfer Agent.

Market Price Data and performance in comparison to NIFTY of NSE

Registrar & Share Transfer Agents

December, 2008

January, 2009

February, 2009

March, 2009

April, 2009

May, 2009

June, 2009

July, 2009

August, 2009

September, 2009

209.95

212.00

200.00 132.40

110.95

99.00

122.00

89.50

121.50

137.50

152.00

171.35

113.00

91.00

75.00

63.00

74.55

68.10

82.00

108.20

5839

25467

16701

18539

191030

5660769

14480793

13950009

11955153

9206146

3110.45

3147.20

2969.75

3123.35

3517.25

4509.40

4693.20

4669.75

4743.75

5087.60

2570.70

2661.65

2677.55

2539.45

2965.70

3478.70

4143.25

3918.75

4576.60

4353.45

Month Share Price at NSE

High (Rs) Low (Rs) Volume (Nos.)

NSE NIFTY

High Low

October, 2008

November, 2008

283.90

190.00

114.00

118.10

800210

756812

4000.50

3240.55

2252.75

2502.90

Share Price NSE Nifty

6000.00

4000.00

3000.00

2000.00

1000.00

0.00

5000.00

Ot,

-20

08

c

300.00

250.00

150.00

100.00

50.00

0.00

Nif

ty

Sh

are

Pri

ce

200.00

Share Price vs. NSE Nifty (monthly high)

N8

ov,

-20

0

Dc

,-2

00

8e

,-2

Ja

n0

09

Fe

b,-

20

09

a,

Mrc

h-2

00

9

Ap

r,-

20

09

il

Ma

,-2

0y

09

Ju

ne

,0

09

-2

y0

9J

ul

,-2

0 00

9A

ug

,-2

St,

-20

09

ep

Particulars Beetal Financial & Computer Services (P) Ltd

Contact Person Mr. S. P. Gupta

Address rdBeetal House, 3 Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi 110 062

Telephone No. 011-2996 1281

Fax No. 011-2996 1284

E mail [email protected]




Share Transfer System

thDistribution of Share holding as on September 30 , 2009.

thShareholding Pattern as on September 30 , 2009

M/s Beetal Financial & Computer Services Private Limited has been appointed as Registrar & Transfer Agent for processing, transfers, sub-division, consolidation, splitting of shares and for rendering depository services such as dematerialization and rematerialisation of the company's Shares.

The share transfers, which are received in physical form, are approved (subject to the documents being valid and complete in all respects) by the committee which meets regularly on a fortnightly basis. Shares under objection are returned within two weeks time.

Confirmation in respect of the requests for dematerialization of shares is sent to the respective depositories i.e. NSDL and CDSL expeditiously.

SHAREHOLDING OF NOMINAL VALUE OF RS.

NUMBER OF SHAREHOLDERS

NO OF SHARES

UP TO 5000

5001 10000

10001 20000

20001 30000

30001 40000

40001 50000

50001 100000

100001 and Above

Total

12,641

313

110

33

25

10

17

41

13,190

% TO TOTAL

95.84

2.37

0.83

0.25

0.19

0.08

0.13

0.31

100.00

53,21,369

11,62,557

8,34,103

4,10,945

4,56,100

2,17,733

6,50,977

5,41,36,216

6,31,90,000

% TO TOTAL

8.4212

1.8398

1.3200

0.6503

0.7218

0.3446

1.0302

85.6721

100.0000

TO

TO

TO

TO

TO

TO

CategoryCode

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

Shareholding of Promoter and Promoter Group

(A)

Indian1

Individuals/ Hindu Undivided Family

a 0.00

Central Government/ State Government(s)

b 0.00

Bodies Corporatec 0.00

Financial Institutions/ Banks

d 0.00

Any Others (Specify)e 0.00

Sub Total(A)(1)

4

0

4

0

0

8

14690730

0

13725000

0

0

28415730

12719630

0

4632000

0

0

17351630

23.25%

0.00%

21.72%

0.00%

0.00%

44.97%

23.25%

0.00%

21.72%

0.00%

0.00%

44.97% 0.00

0

0

0

0

0

0

As apercentage of (A+B+C)

Number of shares

As a percentage

As a percentage of (A+B)




Any Others(Specify)d 0 0 0 0.00% 0.0000.00%

0 0 0 0.00% 0.0000.00%Sub Total(A)(2)

8 28415730 17351630 44.97% 0.00044.97%

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

Public shareholding

Institutions

Mutual Funds/ UTI 11

Financial Institutions/ Banks

1

Central Government/ State Government(s)

0

Venture Capital Funds 0

Insurance Companies 0

Sub-Total (B)(1) 35

Foreign Institutional Investors

23

Foreign Venture Capital Investors

0

Any Other (specify)

(B)

1

a

b

c

d

e

f

g

h 0

3441799

270983

0

0

0

18840878

15128096

0

0

3441799

270983

0

0

0

18840878

15128096

0

0

5.45%

0.43%

0.00%

0.00%

0.00%

29.82%

23.94%

0.00%

0.00%

5.45%

0.43%

0.00%

0.00%

0.00%

29.82%

23.94%

0.00%

0.00%

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0

0

0

0

0

0

0

0

0

Foreign2

Bodies Corporateb 0 0 0 0.00% 0.0000.00%

Institutionsc 0 0 0 0.00% 0.0000.00%

Individuals (Non-Residents Individuals/Foreign Individuals)

a

0 0 0 0.00% 0.0000.00%

Individuals - i. Individual shareholders holding nominal share capital up to Rs 1 lakh

I 11919 6410495 4410502 10.14% 0.48%30763

0

0

0

72413

72413

72413

10.14%

ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh..

II 2 289891 289891 0.46% 0.000.46%

Any Other (specify) c

TOTAL (A)+(B) 13190 63190000 43842407 100.00% 0.11%

0.11%

100.00%

100.00%43842407 N.A 72413GRAND TOTAL (A)+(B)+(C)

13190 63190000

c-i

c-ii

Clearing Members

NRI

351

340

768056

338961

768056

338961

1.22%

0.54%

0.00

0.00

1.22%

0.54%

Sub-Total (B)(2) 13147 15933392 7649899 25.22% 0.45%25.22%

Total Public Shareholding (B)= (B)(1)+(B)(2)

(B)

13182 34774270 26490777 55.03% 0.21%55.03%

Shares held by Custodians and against which Depository Receipts have been issued

0 0 0 0(C) N.A 0.00%

Non-InstitutionsB-2

Individualsb

Bodies Corporatea 535 8125989 1842489 12.86% 0.51%4165012.86%




Dematerialization of Shares and liquidity

thDetails of Demat Shares as on September 30 , 2009.

Address for Correspondence

The company's shares are required to be compulsorily traded in dematerialized form and these shares are available for dematerialization on both the depositories i.e. National Securities Depository Limited ('NSDL') and Central Depository Service (India) Limited ('CDSL').

There are no outstanding GDRs/ADRs/Warrants or any Convertible instruments as on date.

All the investor queries may be directed either to the Companies Common Registrar & Share Transfer Agents i.e. M/s Beetal Financial & Computers Services (P) Ltd or to the company at the following address:

NSDL 4,15,97,890 65.83

CDSL 22,44,517 3.55

Total Shares held in DEMAT form 4,38,42,407 69.38

Shares held in Physical form 1,93,47,593 30.62

TOTAL (Demat + Physical) 63190000 100.00

Particulars Number of Shares % of shares

Particulars Registrar & Share TransferAgent

Company

Place of Contact M/s Beetal Financial & ComputersServices (P) Ltd.

rdBeetal House, 3 Floor, 99,Madangir, Behind Local ShoppingCentre, Near Dada HarsukhdasMandir, New Delhi 110 062

Lakshmi Energy and Foods LimitedstSCO 18-19, 1 Floor, Sector 9D,

Madhya Marg, Chandigarh- 160 017

Telephone No 011-29961281 0172-2740352

Fax No 011-29961284 0172-2743057

E-mail [email protected] [email protected]

Contact Person Mr. S. P. Gupta(Vice President)

Mr. Ajay K. Ratra(Company Secretary)

Place:

Date:

Chandigarh

16-02-2010

(Balbir Singh Uppal)

For and on Behalf of the BoardFor Lakshmi Energy and Foods Limited


Sd/-




Declarations

Compliance with Code of Business conduct and ethics

As provided under Clause 49 of the Listing Agreement with the stock exchanges, the members of the board of directors of the company and the Senior Management personnel have confirmed compliance with the Code of Conduct and Ethics

thfor the year ended September 30 , 2009.


Chairman and Managing DirectorPlace: ChandigarhDate : 16.02.2010




For S. Kumar Gupta & Associates Chartered Accountants (CA Sunil Gupta)

Partner M.No.085624


AUDITOR'S CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE AS PER CLAUSE 49 OF THE LISTING AGREEMENTS WITH THE STOCK EXCHANGES.

To the Members of Lakshmi Energy and Foods Limited

We have examined the compliance of conditions of Corporate Governance by Lakshmi Energy and Foods Limited for the year ended on September 30th, 2009, as stipulated in the Clause 49 (revised) of the Listing Agreement of the said company with the Stock Exchange(s).

The Compliance of the conditions of Corporate Governance is the responsibility of company's management. Our examination was limited to procedures and implementations thereof adopted by the company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financials statements of the company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the directors and management, we certify that the company has, in all material respect, complied with the conditions of Corporate Governance, as stipulated in the above mentioned Listing Agreement(s) and that there were no investor grievances remaining unattended / pending for a period exceeding one month.

We further state that such compliance is neither an assurance as to future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.

AUDITORS ' CERTIFICATE


AUDITORS’ CERTIFICATE


To The Members of,Lakshmi Energy and Foods Limited.

1. We have audited the attached Balance Sheet of Lakshmi Energy and Foods Limited as at September 30th, 2009, the Profit and Loss account and the Cash Flow Statement for the period from 1st October 2008 to 30th September 2009 annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those 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 a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) (“the Order”), issued by the Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the company as we considered appropriate, we enclose in the Annexure, a statement on the matters as specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 our 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 and Loss account and Cash Flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Profit and Loss account and the Cash Flow statement dealt with by this report have been prepared in compliance with the applicable accounting standards as referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956;

v. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information as required by the Companies Act, 1956, and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at, September 30th, 2009;

b) In the case of the Profit and Loss account, of the profit for the period ended on the date; and,

c) In the case of the Cash Flow statement, of the cash flows for the period ended on that date.

5. On the basis of written representation as received from the directors of the company, as on September 30th, 2009, and taken on record by the Board of Directors of the company, we report that none of the directors is disqualified as on September 30th, 2009 from being appointed as a director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

AUDITORS REPORT'

For S. Kumar Gupta & Associates Chartered Accountants (CA Sunil Gupta)

Partner M.No.085624



AUDITORS’ REPORT


ANNEXURE TO THE AUDITORS REPORT'

(Referred to in paragraph 3 of our report of even date)

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

b) A substantial portion of the Fixed Assets of the company has been physically verified by the management during the year as per the programme of verification of fixed assets and in our opinion, the frequency of the verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies between the book records and the physical inventories have been noticed on such verification.

c) According to the information and explanation given to us, no Fixed Assets have been disposed of during the year.

2. a) The inventories of the company has been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to size of the company and the nature of its business.

c) On the basis of our examination of the records of inventories and according to the information and explanations given to us, we are of the opinion that the company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to books and records.

3. a) As informed, the company has granted loans (secured) to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) As informed, in our opinion, the terms and conditions on which loans have been taken from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts of such loans, if any.d) There is no overdue amount of loans taken from companies, firms or other parties covered in the register maintained

under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have neither come across nor have we been informed by the company of any instance of major weakness in the aforesaid internal control system in respect of these areas.

5. a) In our opinion and according to the information and explanations given to us, we are of the opinion that the particulars of the contracts or arrangements as referred to in Section 301 of the Companies Act, 1956 has been entered in the register required to maintained under Section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or agreements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Hundred Thousand only in respect of any party during the year have been entered into at price which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public to which the provisions of Section 58A, 58AA or any other relevant provisions of the

Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 apply.

7. In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

8. We have broadly reviewed the books of accounts relating to materials, labour and other items of cost as maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We are however, not required to make a detailed examination of the records with a view to determine whether they are accurate or complete.


ANNEXURE TO THE AUDITORS’ REPORT


9. According to the records of the company, the company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Wealth Tax, Sales Tax, Service Tax, Cess and any other statutory dues applicable to it. According to the information and explanations as given to us, no undisputed amount payable in respect of Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Cess and any other statutory dues applicable to the company and other statutory dues were outstanding, at the year end, for a period of more than 6 (six) months from the date they became payable.

10. In our opinion, the company does not have any accumulated losses at the end of the financial year 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 the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution / banks or a bank.

12. Based on our examination of the records and information and explanations given to us, the company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of any special statue applicable to a chit fund or a nidhi / mutual benefit fund / society or and the provisions of clause 4 (xiii) of the Order are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the company.

15. The company has not given corporate guarantee for loans for its subsidiary company from bank or financial institutions during the year.

16. In our opinion and according to the information and explanations given to us by the company, the term loans are being applied for the purpose for which they were raised.

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

18. According to the information and explanations given to us, the company has not made preferential allotment of shares to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year under audit.

19. In our opinion and according to the information and explanations given to us, no debentures have been issued by the company during the year and clause 4 (xix) of the Order is not applicable to the company.

20. The company has not raised any money by way of public issue during the period. Therefore, the provisions of clause (xx) of the Order are not applicable to the company.

21. During the course of our examination of the books and records of the company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us by the management, we have neither come across any instance of fraud, on or by the company, noticed or reported during the year, nor have we been informed of any such case or instance by the company's management.

For S. Kumar Gupta & Associates Chartered Accountants

(CA Sunil Gupta) Partner

M.No.085624



ANNEXURE TO THE AUDITORS’ REPORT


BALANCE SHEETAS AT 30TH SEPTEMBER, 2009

PARTICULARS ANNEXURE(Rs.in Millions)

As at 30.09.2009 As at 30.09.2008(Rs.in Millions) (18 months)

SOURCES OF FUNDS

i) Capital 1 126.38 126.38

ii) Reserve and Surplus 2 5584.36 4743.09

5710.74 4869.47

i) Secured Loans 3 5235.57 4117.16

ii) Unsecured Loans 4 97.00 91.255332.57 4208.41

Deferred Tax Liabilities 928.04 886.35

TOTAL 11971.35 9964.23

APPLICATION OF FUNDS

Gross Block 5105.74 4762.04

Less : Depreciation 1394.54 1011.65

Net Block 5 3711.20 3750.39

Capital Work In Progress 32.610.00

i) Inventories 7 6875.95 5378.99

ii) Sundry Debtors 8 628.23 184.35

iii) Cash & Bank Balances 9 315.81 57.92

iv) Loans, Advances & Other Current Assets 10 328.89 612.26

8148.88 6233.52

LESS: CURRENT LIABILITIES & PROVISIONSi) Current Liabilities 11 182.65 288.67

ii) Provisions 12 307.11 364.65

489.76 653.32

NET CURRENT ASSETS 7659.12 5580.20

TOTAL 11971.35 9964.23

Notes on Accounts : 21

SHAREHOLDER'S FUND1

FIXED ASSETS1

LOAN FUNDS2

INVESTMENTS2CURRENT ASSETS AND LOANS & ADVANCES3

6 601.03 601.03

(BALBIR SINGH UPPAL)Chairman & Managing Director

(JANAK RAJ SINGH)Executive Director

As per our report of even dateFor S.Kumar Gupta & Associates

Chartered Accountants


(K.I.SINGH)General Manager-Finance

(SUKHDEEP SINGH) DGM-Accounts & Taxation

(CA SUNIL GUPTA)Partner

M.No.085624

(AJAY K. RATRA)Company Secretary


BALANCE SHEET


PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED 30TH SEPTEMBER 2009

ANNEXUREPARTICULARS(Rs. In Million)

For the Year ended on 30.09.2009

For the Period ended (Rs. In Million)

on 30.09.2008 (18 months)

INCOME :

Sales 13 6914.40 15401.93

Other Income 14 9.77 28.22

TOTAL A 6924.17 15430.14

EXPENDITURE :Cost of Material 15 4087.40 11816.46Manufacturing Expenses 16 334.05 161.54

TOTAL B

(A-B)

5423.33 12695.55

Profit before Depreciation (Cash Profit) 1500.84 2734.59

Depreciation 347.09 335.02

PROFIT BEFORE TAX 1153.75 2399.57

Less : Provision for Income Tax 196.00 271.87

Provision for Fringe Benefit Tax 0.45 1.93

PROFIT AFTER TAX BUT BEFORE

DEFERRED TAX ASSETS/LIABILITIES 957.30 2125.77

Less : Deferred Tax Liabilities 41.70 527.99

PROFIT AFTER TAX 915.60 1597.79

Add Excess provision of tax in earlier years 0.00 0.28Less: Previous years Adjustments 0.14 0.00

Add : Previous Year Balance B/F 2561.27 1158.53

Profit Available for Appropriation 2756.593476.73

Dividend Tax paid 0.001.42

Provision for Dividend (inclusive of Tax)Amount Transferred to General Reserve

35.54159.78

36.9791.56

Personnel Expenses 51.74 47.1617

Admn. Expenses 77.91 101.1518

Selling Expenses 190.56 81.2619

Financial Expenses 681.67 487.9720

BALANCE T/F TO BALANCE SHEET 3346.78 2561.27

TOTAL 3346.78 2561.27

BASIC EARNING PER SHARE 14.49 35.35 - Face value Rs 2.00 2.00









M.No.085624



PROFIT AND LOSS ACCOUNT


CASH FLOW STATEMENT FOR THE PERIOD ENDED 30.09.2009(Rs. In Million)

PARTICULARS

(Rs. In Million)

on 30.09.2009 on 30.09.2008Cash Flow from Operating ActivitiesNet Profit before Tax and Extra Ordinary Items 1153.75 2399.57

ADJUSTMENTS FOR:

Interest Paid 681.67 487.97347.09 335.02Depreciation(3.84) 0.00Interest Income(0.03) 0.00Dividend Income

2178.64 3222.56Operating Profit before Working Capital Changes

ADJUSTMENTS FOR:

Trade and other receivable (160.51) (136.22)Inventory (1496.95) (2575.41)Trade payable & Other Liabilities (106.19) (952.69)

Cash generated from Operating Activities 414.98 (441.76)

Income Tax Paid (260.78) (142.18)

Net Cash flow from Operating Activities

Cash Flow From Investing Activities

Purchase of Fixed Assets (311.09) (1808.38)Investments - (489.65)Dividend Income 0.03 -Interest Income 3.84 -

Net Cash used in Investing Activities (307.23) (2298.03)

Sub Total (A+B) (153.02) (2881.97)

Cash Flow from Financing ActivitiesIncrease in Share CapitalIncrease in Share Application Money

--

12.05 (96.38)

Increase in Share Premium - 950.75 Increase in Long Term Loans (Net) 218.03

906.14

1969.19

5.80 Increase in Short Term Borrowings(Net)

(487.97)Interest PaidDividend Paid (31.60)

(681.67)-

Cash Flow from Financing Activities 410.90 2353.44

Net Increase in Cash & Cash Equivalent 257.88 (528.53)

Cash & Cash Equivalents in at beginning of the year 57.93 586.46

Cash & Cash Equivalents at end of the year 315.81 57.93

A.

B.

C.

154.20 (583.94)

For the Period ended For the Year ended








M.No.085624




CASH FLOW STATEMENT FOR THE PERIOD ENDED


PARTICULARS

(Rs.in Million)

As At 30.09.2009

(Rs.in Million)

As At 30.09.2008(18 months)

ANNEXURE - 1SHARE CAPITALAUTHORISED CAPITAL

10,00,00,000 Equity Shares of Rs 2/- each 200.00 200.00

ISSUED & SUBSCRIBED CAPITAL6,36,10,000 Equity Shares of Rs 2/- Each 127.22 127.22

(Previous year 6,36,10,000 Equity shares of Rs 2/-each)

PAID UP CAPITAL6,31,90,000 Equity Shares of Rs 2/- Each 126.38 126.38


TOTAL 126.38 126.38

ANNEXURE - 2RESERVE & SURPLUS

General Reserve

Opening Balance 360.69 200.91

Add : Transferred from Profit & Loss Account 91.56 159.78452.25 360.69

Share Premium


Add : Addition during the year 0.00 950.75

1648.87 1648.87

Revaluation Reserves


Less : Utilized for Depreciation A/c 35.79 53.70

136.46 172.25

Profit Trf. From Profit & Loss A/C 3346.78 2561.27

TOTAL 5584.36 4743.09

ANNEXURES FORMING PART OF THE BALANCE SHEET

Notes of the above :

(ii) 84,000 Equity shares of the face Value of Rs 10/- were already forfeited.

(I) Existing Equity Shares of the Company of the Face Value of Rs.10/- each were subdivided into 5 Equity shares of the face value of Rs. 2/- each in December 2006.

(iii) 5,46,000 Equity shares of the face value of Rs 10/- each were allotted pursuant to exercise of option for conversion by holder of convertible warrants during the year 2006-07.

(iv) 43,21,500 Equity shares of the face value of Rs 10/- each were issued as fully paid Bonus shares by capitalization of reserves.

(v) 60,25,000 Equity shares of the face value of Rs 2/- each were allotted pursuant to exercise of option for conversion by holder of convertible warrants during the previous year.


ANNEXURES FORMING PART OF BALANCE SHEET




PARTICULARS

(Rs.in Million)

As At 30.09.2009

ANNEXURE - 3SECURED LOAN

Term Loans :i) Punjab National Bank

- For Rice Expansion 247.30 318.45173.92 205.86

190.90

2.29

150.59

419.40

259.63

182.61

0.000.00

0.00

0.00

Vehicle LoansPunjab National Bank 5.05

HDFC BANK LTD 2.72

0.00

5.25

ICICI Bank 8.10

Working Capital Limits :

From Nationalised/Other Banks

i) Punjab National Bank 2871.00 1317.67

ii) Syndicate Bank

iii) Axis Bank1165.24

7.17

1819.59

TOTAL 5235.57 4117.16

Notes :

(i) Term loans from Banks are secured by equitable mortgage of Properties of the company and pari-passu charge over fixed assets, both present and future of the company.

(ii) Vehicles loans are secured by hypothecation of the respective vehicles.

(iii) Working capital limits are secured by hypothecation of stocks of Raw Material, Work In progress, Finished Goods and Consumables and book debts.

ANNEXURE - 4

UNSECURED LOANDirectors 12.00 6.25

PEC Ltd (A Government of India Enterprise) 85.00 85.00

TOTAL 97.00 91.25

- For Power Projectii) Syndicate Bank

iii) Axis Bank

- For Rice Expansion

- Indian Currency

- For Power Project

- Foreign Currency

(Rs.in Million)

As At 30.09.2008(18 months)




AN

NE

XU

RE

S F

OR

MIN

G P

AR

T O

F T

HE

B

AL

AN

CE

SH

EE

T

GR

OS

S B

LO

CK

DE

PR

EC

IAT

ION

WR

ITT

EN

OF

FN

ET

BL

OC

K(R

s.in

Millio

n)

As

on

Ad

dit

ion

sS

ale

/To

tal C

os

tD

uri

ng

th

eA

s o

nA

s o

nA

s o

n

30

.09

.20

08

for

the

ye

ar

Ad

jus

tme

nt

as o

n 3

0.09

.200

9Y

ea

r3

0.0

9.2

00

8 3

0.0

9.2

00

9 3

0.0

9.2

00

9 3

0.0

9.2

00

81

80

.07

10

.37

19

0.4

41

90

.44

0.0

00

.00

0.0

0

31

8.3

27

0.3

13

88

.63

41

.63

10

.12

51

.75

33

6.8

8

88

.51

14

78

.15

16

.07

26

.80

10

4.5

8

15

04

.95

37

.50

9.6

2

9.7

6

78

.73

47

.25

88

.36

57

.33

14

16

.60

47

62

.04

34

3.7

00

.00

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

51

05

.74

10

11

.65

38

2.8

91

39

4.5

43

711

.20

37

50

.39

80

1.9

39

4.6

50

.00

89

6.5

83

18

.27

62

.96

38

1.2

35

15

.35

(Rs

.In

Millio

n)

As

A

t 3

0.0

9.2

00

9(R

s.In

Millio

n)

As

A

t 3

0.0

9.2

00

8 (

18

mo

nth

s)

A. Tra

de

In

ve

stm

en

ts11

36

0 E

qu

ity S

ha

res o

f R

s. 1

0/ e

ach

in ID

BI, fu

lly p

aid

0.9

20

.92

(Th

e m

ark

et va

lue

of th

e s

ha

res

as o

n 3

0.0

9.2

00

9 is

Rs. 1

.44

mill

ion

s)

B. S

ub

sid

iary

Co

mp

an

y1

,08

,00

,00

0 (

Pre

vio

us

ye

ar

1,0

8,0

0,0

00

) E

qu

ity S

ha

res

of R

s. 1

0/-

ea

ch fu

lly p

aid

inP

un

jab

Gre

en

field

Re

sou

rce

s L

td (

ou

t o

f w

hic

h 6

sh

are

s a

re h

eld

by

the

no

min

ee

s o

f th

e c

om

pa

ny b

ut th

e c

om

pa

ny is

be

ne

ficia

l ow

ne

r th

ere

of)

50

0.0

05

00

.00

Sh

are

Ap

plic

atio

n M

on

ey

With

Na

v B

ha

rat In

tern

atio

na

l Ltd

Sh

ort

Te

rm In

ve

stm

en

tsS

ho

rt T

erm

In

vest

me

nt in

Go

ld

10

0.0

0

0.1

1

10

0.0

00

.11

60

1.0

36

01

.03

20

6.9

52

86

4.9

89

04

.41

27

9.8

911

84

.30

16

80

.68

17

53

.62

26

58

.03

29

.27

22

.88

4.4

01

8.4

95

2.1

51

3.1

83

8.9

7

14

68

.53

AN

NE

XU

RE

- 5

FIX

ED

AS

SE

TS

DE

SC

RIP

TIO

NA

s o

n

& O

FF

ICE

EQ

UIP

ME

NT

LA

ND

18

0.0

7

BU

ILD

ING

27

6.6

9

VE

HIC

LE

S

PO

WE

R P

LA

NT

51

.01

TO

TA

L

PR

EV

IOU

S Y

EA

R4

83

.66

AN

NE

XU

RE

- 6

PA

RT

ICU

LA

RS

INV

ES

TM

EN

TS

Qu

ote

d :

Lo

ng

Te

rm

TO

TA

L

PLA

NT

AN

D M

AC

HIN

ER

Y

FU

RN

ITU

RE

& F

IXT

UR

E2

0.4

8




PARTICULARS

(Rs.in Million)

As At 30.09.2009

CURRENT ASSETS AND LOANS & ADVANCES

ANNEXURE - 7INVENTORIES (As taken, valued and certified by management)

Raw Materials 3301.86 3543.24

Finished Goods 3541.22 1823.40

Consumables Stores 32.87 12.35

TOTAL 6875.95 5378.99

ANNEXURE - 8SUNDRY DEBTORS (Unsecured but considered good)

Debts outstanding for a period exceeding 6 months

-Good & Unsecured 23.43 18.93 -Doubtful 0.00 -

TOTAL 628.23 184.35

ANNEXURE - 9CASH & BANK BALANCES

Cash in Hand 0.05 3.96Cheques in Hand - Pending Realisation 226.84 20.92

Balance with Scheduled Banks- In Current Accounts 60.89 3.24- In Deposit Accounts 28.03 29.80

(includes Rs 3,16,75,000- as Margin Money)

TOTAL 315.81 57.92

ANNEXURE -10LOANS AND ADVANCES (Unsecured but considered good)

Good

- Advances recoverable in cash or

in kind or for value to be received 156.72 492.45

- Staff Advances 0.99 7.20

- Pre-paid Expenses 4.35 0.61

- Securities 48.03 42.35

- Advance Income Tax/TDS - Current Year 1.00 0.35

117.80 69.30 - Other Current Assets

Doubtful - -

TOTAL 328.89 612.26

Other Debts

-Good & Unsecured -Doubtful - -

604.80 165.42


(Rs.in Million)

As At 30.09.2008(18 months)






ANNEXURE - 12PROVISIONS

- Income Tax 269.91 327.18 - for FBT - for Dividend

0.2336.97

1.9335.54

307.11 364.65TOTAL

ANNEXURE - 11CURRENT LIABILITIES

Sundry Creditors - for Trade 65.28 39.64

Sundry Creditors - for Capital Goods 44.65 205.08

Other Liabilities 64.35 33.55Statutory Liabilities 8.37 10.20Security payable 0.00 0.20

TOTAL 182.65 288.67

PARTICULARS

(Rs.in Million)

As At 30.09.2009

(Rs.in Million)

As At 30.09.2008(18 months)

(Rs.in Million)

As At 30.09.2009

(Rs.in Million)

As At 30.09.2008(18 months)

ANNEXURE - 14OTHER INCOME

Insurance Claim Received 1.46 3.05Rebate and Discount 1.50 6.97Misc. Income 0.21 0.30Dividend Received 0.03 0.04Interest Received 3.84 3.33Truck Dala Received 1.76 2.79Truck Income 0.97 5.76Overhead Recovery A/c 0.00 0.99

Export Incentives Received 0.00 2.28

Long / Short Term Capital Gain 0.00 2.70

TOTAL 9.77 28.22

ANNEXURE - 13SALES

- Oils 254.40 - Rice 5328.91

- Other Sales 109.77 971.09 - Power 1221.32 19.70

TOTAL 6914.40 15401.93

1106.6413304.50



ANNEXURES FORMING PART OF THE PROFIT & LOSS ACCOUNT

ANNEXURE - 15

Freight InwardU.I. ChargesOperation & maintanance

12.06134.97

26.61

7.79

Other Manufacturing Expenses 1.47 1.82

TOTAL 334.05 161.54

ANNEXURE - 16

MANUFACTURING EXPENSES

Power and Fuel 42.83 67.92Laboratory Expenses 0.11 0.28Labour Charges to contractors 37.96 33.75Direct wages 8.86 15.03Consumable Expenses 3.35 0.39

1.21 5.05Hexane

COST OF MATERIAL :

Opening Stock

- Raw Material 3543.24 1734.71- Finished Goods 1823.40 1066.21

5366.64 2800.91 Add :- Material Purchases 5563.83 14382.19

10930.47Total 17183.11

Less : Closing Stock

- Raw Material 3301.85 3543.24- Finished Goods 3541.22 1823.40

6843.07 5366.64

Cost of Material 4087.40 11816.46

Repair & Maintenance 28.93 22.29

Storage Charges PSW/CWC 35.69 7.22


PARTICULARS

(Rs.in Million)

For the Year endedOn 30.09.2009

(Rs.in Million)For the period ended

On 30.09.2008 (18 months)

Staff 44.41 41.35

Bonus 3.96 1.52Gratuity 0.62 0.14

Staff Welfare 1.56 1.75Provident Fund 0.82 1.05Medical Expenses 0.02 0.78Recruitment Expenses 0.35 0.57

TOTAL 51.74 47.16

ANNEXURE - 17PERSONNEL EXPENSES

SALARY





PARTICULARS

ANNEXURE - 18ADMN. AND GENERAL EXPENDITURE

Travelling and Conveyance

Auditors Remuneration :

Repair & Maintanance

- Directors 2.372.71

- Others 4.183.81

Directors' Remuneration & Perquisites

Printing & Stationary

25.65

1.35

21.00

2.00

Postage & Courier 0.230.24

Insurance 17.593.73Telephone 1.991.53

Rent (Office) 0.981.18

Legal and Professional Exp. 8.559.41

Management Consultancy Charges 3.710.16

Fees and Subscription 1.10 6.49

Charity and Donation 0.95 2.77

- Audit Fee 0.92 0.84- Tax Audit Fee 0.14 0.13

Stock Audit Fee 0.00 0.11Misc. Exp. 0.97 1.25

Books & Periodicals 0.02 0.09

Office Maintenance 1.08 0.33

Festival & Mahurat 0.79 1.96

Fee & Taxes 1.57 0.12

Vehicle Running Exp. 5.64 4.15

Software Development Expenses 0.67 0.03

AGM/EGM Expenses 0.06 0.04

Electricity Expenses 0.65 0.31

- Building 3.13 2.54

- Others 0.76 0.44

Difference in Exchange Rates 13.69 12.95

TOTAL 77.91 101.15

(Rs.in Million)

For the Year endedOn 30.09.2009


On 30.09.2008 (18 months)




ANNEXURE 21

A. ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

II. REVENUE RECOGNITION

III. SALES

IV. FIXED ASSETS

I. SIGNIFICANT ACCOUNTING POLICIES / BASIS OF PREPARATION:

I. The financial statements have been prepared and presented under the historical cost convention on the accrual basis of accounting and on the accounting principles of going concern except as stated hereinafter and except where impairment of assets is made and revaluation of assets is carried out, in accordance with all the applicable accounting principles generally accepted in India and comply with the mandatory applicable accounting standards notified under Sub-Section (3C) of Section 211 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 1956 and the rules, regulations and guidelines made thereunder.

ii. Accounting policies not specifically referred to otherwise are consistently applied by the company and are in consonance with generally accepted accounting principles recognized in the form of accounting standards.

Expenses and Income considered payable and receivable respectively are accounted for on accrual basis except for the following items, which are accounted for on cash basis:Disposal of Sundry items & Scraps etc.

i . Sales are net of returns and shortage allowed to customers.ii. Consignment Sales are recognized on confirmation from consignees.

Fixed assets are stated at cost of acquisition or construction [including attributable interest and financial costs till such assets are ready for intended use, less accumulated depreciation, impairment losses and specific grants received, if

stany] except assets revalued on 31 March, 1999.In respect of projects involving institutional loans, related pre-operative and pre-operational expenses like up-front fees and appraisal fees have been capitalized. Interest paid on loans borrowed from institutions, which are attributable to construction or acquisition of fixed assets for the period up to the completion of construction or acquisition of fixed assets, has also been capitalized.


(Rs.in Million)

For the year ended

on 30.09.2009PARTICULARS

ANNEXURE - 19SELLING EXPENSES

Brokerage 49.74 5.17

Rebate and Discount 46.05 14.30Advertisement and Business Promotion 10.79 14.33Freight Outward 45.76 20.90

Sales Tax 0.15 0.00Truck Dala 0.57 1.04Packing Expenses 22.03 15.10

Quality Cut 8.86 4.19

Clearing & Forwarding Expenses 6.61 6.24

TOTAL 190.56 81.26

ANNEXURE - 20FINANCIAL EXPENSES :

Bank Charges and Commission 16.89 11.87

Interest - Bank & Financial Institutions- Term Loan Interest 142.95 42.12

- Working Capital Loans 520.49 431.39

Interest - Others 1.34 2.59

TOTAL 681.67 487.97


On 30.09.2008 (18 months)




V. BORROWING COSTS

VI. REVALUATION OF FIXED ASSETS

VII. DEPRECIATION

VIII. IMPAIRMENT OF ASSETS

IX. VALUATION OF INVENTORIES

X. INVESTMENTS

XI. FOREIGN CURRENCY TRANSACTIONS

Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalized till the month in which each asset is put to use as part of the cost of asset.

stAll fixed assets of the company were revalued on 31 March 1999 as per the valuation report of Chartered Engineers / approved valuers.

As and when the fixed assets are revalued, the provision for depreciation on such revalued fixed assets is adjusted, wherever applicable, in order to make allowance for the consequent additional diminution in the value.

i. Depreciation is provided, pro-rata, on Straight Line Method by applying rates and in the manner as given in Schedule XIV of the Companies Act, 1956.

ii. As per the Accounting Standard-6 “Depreciation Accounting” (AS-6) issued by the Institute of Chartered Accountants of India, depreciation on revalued assets has been adjusted with the revaluation reserve amount.

As per the Accounting Standard-28 “Impairment of Assets” (AS-28) issued by the Institute of Chartered Accountants of India, impairment is ascertained at each balance sheet date in respect of each of the company's fixed assets. An impairment loss will be recognized whenever the carrying amount of an asset exceeds its estimated recoverable amount. The recoverable amount is the greater of the asset's net selling price and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value based on an appropriate discount factor.

From the current year, with effect from 11.05.2009, following the implementation of SAP system, the inventories are valued at lower of cost arrived at moving average price or net realizable value

whichever is lower. Prior to implementation of SAP system the value was arrived at on the basis of First In First Out method. The impact of the change in the method of valuation on profit for the year is not determinable but the impact of such a change is not substantial.

(i) Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long term investments.

(ii) Long term investments are carried at cost. However, provision for diminution in value is made to recognize a decline, other than temporary, in the value of investments, on an individual basis.

(iii) Current Assets are carried at the lower of cost and fair value determined on a category-wise basis.

Transactions in foreign currency are recorded at the original rates of exchange in force at the time the transactions areeffected. In case of forward contracts, if any, the difference between the forward rates and the exchange rates on thetransaction dates is recognized as income or expense over the lives of the related contracts.

The profit / loss arising out of the cancellation or renewal of forward exchange contracts are recorded as income/ expense for the period.

At the year end, monetary items demonetized in foreign currency are reported using the closing rates of exchange.Exchange rate differences arising on realization / payment of foreign exchange are accounted in the year of realization / payment.

i. Raw Materials Components, Stores & Spare parts & Packing Material.

Finished Goods. At Cost or net realizable value, whichever is less.ii.

iii. Goods in Progress. At Estimated Cost.

At Estimated Cost.iv. By-Products.

At moving average Cost.




XII. RETIREMENT BENEFITS

XIII. TAXATION

XIV. RESEARCH AND DEVELOPMENT

XV. ACCOUNTING FOR PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

XVI LEASE AGREEMENTS

XVII. EARNING PER SHARE

XVIII. FINANCIAL AND MANAGEMENT INFORMATION SYSTEMS

i. Contribution to defined provident fund schemes are being charged to revenue on accrual basis.ii. The company is regularly making contributions to provident fund schemes, to the extent as applicable to the

company.iii. Gratuity is being provided as required.

(i) Income tax is computed in accordance with Accounting Standard-22 “Accounting for Taxes on Income” (AS-22) issued by the Institute of Chartered Accountants of India.

(ii) Provision is made for income tax annually based on the tax liability computed after considering tax allowances and exemptions.

(iii) The difference that results between the profit offered for income tax and the profit as per the financial statements is identified and, thereafter, a deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and reverse in another, based on the tax effect of the aggregate amount being considered.

(iv) The carrying amount of the deferred tax asset are reviewed at each balance sheet date. The company writes down the carrying amount of a deferred tax asset to the extent that it is no longer reasonable certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such written down carrying amount is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Revenue expenditure on research and development is charged out in the year in which it is incurred. Expenditure which results in creation of assets is included in fixed assets and depreciation is provided thereon on such assets, as applicable.

Provisions are recognized in terms of Accounting Standard-29 “Provisions, Contingent Liabilities and Contingent Assets” (AS-29) issued by the Institute of Chartered Accountants of India, when there is a present legal or statutory obligation as a result of past events, where it is probable that there will be outflow of resources to settle the obligation and a reliable estimate of the amount of the obligation can be made.

Contingent liabilities are recognized only when there is a possible obligation arising from past events due to occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or where any present obligation cannot be measured in terms of future outflow of resources or where a reliable estimate of the obligation can not be made. Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources are provided for.Contingent assets are not recombined in the financial statements.

The Company’s significant leasing arrangements are in respect of operating leases for premises (office, stores,godowns etc.) These leasing arrangements which are not non-cancellable range between 6 months and 1year generally, or longer and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rentals payable are charged as Rent/Storage Charges in the Profit and Loss Account.

In determining the earning per share, the company considers the net profit after tax The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year.

The books of accounts and other records have been designed to facilitate compliance with the relevant provisions ofthe Companies Act, 1956 on one hand and meet the internal requirements of information and systems for planning,review and internal control on the other.




B. NOTES TO THE ACCOUNTS

1. In the opinion of the company's management, the current assets, loans and advances are an approximation of the value stated, if realized in the ordinary course of business. The provision for all the known liabilities has been made and is adequate and not in excess of the amount considered reasonably necessary.

2. The balance outstanding as the debit and credit to the parties / persons / agencies are subject to confirmation by the parties / person/ agencies concerned.

3. Contingent Liabilities not provided for:

i. Income-tax demand raised in the earlier years has been fully settled, and there is no pending income taxdemand against the company.

ii. Claims [Rs. 93.84 million (Previous year Rs. 90.98 million)] by various creditors, suppliers, agents etc. arepending before various Courts and quasi-judicial authorities (as per certificate from Lawyers of the company).

iii. Claims [Rs. 259.51 million (Previous year - Rs. 259.40 million)] by various State procurement agencies arepending before Arbitrators (as per certificate from Lawyers of the company).

iv. The company had an export obligation of Rs. 398.27 million (previous year Rs.381.17 million) which was completed during the year, against the import licenses taken for import of capital goods under Export Promotion Capital Goods [EPCG] Scheme. This export obligation had to be fulfilled within period of 12 years from the date of Issue of License. The expiry date for Export Obligation period ranges between March 2018 to Aug 2021 for different Licenses. With respect to the aforesaid export obligation, the company has also got bank guarantee amounting to Rs. 18.12 million (previous year Rs. 17.12 million) issued to the Custom Authorities against 100% margin in the shape of FDR’s.

6. Forward cover contracts for US $ Nil (Previous Year US $ 1.00 million) were outstanding as at September, 2009.The company has taken these forward covers for export /supplier credits.

7. During the year, the company has accounted for deferred tax liability in accordance with the Accounting Standard (AS)-22 “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India.

Provision for income tax has been reviewed as on the balance sheet date and has been adjusted to reflect the current best estimate in accordance with the Accounting Standard (AS)-29 “Provisions, Contingent Liabilities and Contingent Assets” issued by the Institute of Chartered Accountants of India. As the income tax demands raised with respect to the assessment years till 2005-2006 have been fully settled, it is no longer probable that an outflow as reflected in the previous years will be required to settle the obligation of payment of the income tax dues, and, therefore, the pre-existing provision has been adjusted.

8. The company has examined the indications listed in Accounting Standard (AS)-28 on “Impairment of Assets” as issued by the Institute of Chartered Accountants of India and it has been found that none of the indications as listed in the said accounting standard are present in the case of the company

9. Earnings per share is calculated by dividing the profit after provision for tax by the weighted average number of equity shares outstanding during the year.

The calculation of Earnings per share (EPS) as disclosed in the Profit and Loss Account has been made in accordance with Accounting Standard (AS) - 20 on “Earning per Share” issued by the Institute of Chartered Accountants of India.

Statutory Audit Fees (Incl. Service Tax)

Tax Audit Fees (Incl. Service Tax)

0.92 0.84

0.15

Current Year

0.13

Previous Year

(Rs. in Million) (Rs. in Million)

4. Auditors fee:

5. Managerial Remuneration:

Current Year

Salary to Mg. Director

Perquisites12.00 14.01

Salary to Directors

0.00

9.00

0.09

11.55

(Rs. in Million)

Previous Year

(Rs. in Million)




10. Interest costs on specific borrowings attributable to qualifying assets are capitalized. Other interest and borrowing costs are charged to revenue.

11. The figure of 'Sales' appearing in the profit & loss account is the consolidated figure of sales effected through different offices of the company and does not denote sales effected through Khamanon office alone. The sales include export sale, domestic sale and sale to Government agencies. This figure also includes the sales through trading activities and job work activities.

12. Future minimum lease payments under non-cancelable operating leases are as under:-

Note:- 1. Transaction is considered from the effective date of rent agreement.

2. On expiration of the above stated lease agreements, the same can be renewed on the basis of mutual consent of the lessor and lessee.

3. The Company's significant leasing arrangements are in respect of storage of material and the arrangements range between 6 months and 1year generally and are usually renewable by mutual consent of lessor and lessee.

13. The information given below is only in respect of the transactions entered into by the company during the year with the related parties.

A. Names of related parties and description of relationship:i. Particulars of Subsidiary / Associate Companies

Ganeshey Overseas Ind. Ltd

LOIL International Foods Limited

LOIL Health Foods Limited

LOIL Continental Foods Limited

LOIL Overseas Foods Limited

Punjab Greenfield Resources Limited

S. No.

1.

2.

3.

4.

5.

6.

Promoter Group Company.





Subsidiary Company.

Name of Related Party Nature of Relationship

Name of Related PartyMr. Balbir Singh Uppal

Mr. Janak Raj Singh

Mr. I. S. Gumber

S. No.

1.

2.

3.

Chairman & Managing Director

Executive Director

Executive Director

Nature ofRelationship


Current Year Previous Year

Profit after Tax (Rs. In millions) 915.60 2125.77

Weighted Average Number of equity shares outstanding during the year

63190000 60132245

Basic and Diluted Earnings per share (in Rs.) 14.49 35.35

Nominal Value per Share (in Rs.) 2.00 2.00

LEASE RENT LEASE AGREEMENT PERIOD

Particulars Year ending as at th30 Sep. 2009

Year ending asth at 30 Sep. 2008

Rent Payable for upto 1 Year 38.55 36.77

Rent Payable for 1 to 3 years

Rent Payable above 3 years

- - - -

(In Million.)

Key Managerial Personnelii.



B. Transaction during the year and balance outstanding as at the year end in respect of transaction entered during the year with the related parties.

14. Land measuring 49 Kanal & 5 Marla situated at Village Khamanon, Tehsil & District Fatehgarh Sahib, Punjab has been leased by the company from S. Janak Raj Singh Uppal, the Executive Director of the company for the purpose of setting up its power plant thereon.

15. As per Accounting Standard (AS)-6 issued by the Institute of Chartered Accountants of India, the company has adjusted depreciation amount of Rs. 35.79 million on revalued assets with the revaluation reserve account.

16. The company does not owe any amount to any Micro, small or Medium scale industrial undertaking for more than 45 days at the end of the financial year. The above information is as identified on the basis of information available with the company and has been relied upon by the auditors.

The company requested its suppliers to intimate whether they are registered under the provisions of Micro, Small and Medium Entrerprises Development Act, 2006. In the absence of intimation from the suppliers, the requisite information under the above said Act was not available with the company.

17. The information given below is about the segment reporting as per AS-17 Issued by the Institute of Chartered Accountants of India.

18. As per the Accounting Standard (AS)-4 “Contingent Events Occurring after the Balance Sheet Date”. Events occurring after the balance sheet date under review, which do not affect the figures as stated in the financial statements normally do not require any disclosure, in the financial statements although they may be of such significance that may require a disclosure in the report of the approving authority to enable the users of the financial statements to make proper evaluations and decisions. Since the board of directors of the company are the approving authority for the financial statements, accordingly such disclosure has been made by the management of company in the report of the board of directors of company and hence no disclosure has been made herein.

19. During the year the Company's wholly owned subsidiary sold part of its shareholding in M/s Victor Foods India Ltd. . Consequently, Victor Foods India Limited ceased to be a subsidiary of the Company w.e.f. 30.03.2009.

S.No. Total Nature of Transactions

Group Companies

Amount (Rs.

Million)

Sale

Purchases

Expenses

Salary

Loans Received

Loans Given

Closing Balance

26.23

35.43

0.53 0.63

21.00 21.00

12.00 12.00

60.00 60.00

11.88 (Credit) 11.88 (Credit)

-

-

35.43

26.23 -

-

0.10

-

-

i.

ii.

iii.

iv.

v.

vi.

vii.

Million) Million)

Amount (Rs. Amount (Rs.

Key Management Personnel

Rs.(In Million)

Particulars

A. PRIMARY SEGMENT

2. SEGMENT RESULT

3. SEGMENT CAPITAL EMPLOYED B. SECONDRY SEGMENT (GEOGRAPHICAL) India Rest of world

Less: Other unallocable Expenditure Net of unallocable income Interest Profit before Tax Provision for Tax Provision for Fringe Benefit tax Deferred Tax Profit after Tax

1. SEGMENT REVENUE Sales: Net of inter segment revenue

Energy

1221.66 5692.74 6914.40 19.70 15382.23 15401.93 9.62 2988.69 2998.31 2182.51

347.09 110.77

681.67 487.97 1153.75 2399.57 196.00 271.87

0.45 1.93 41.70 527.99

915.60 1597.78 3753.73 884.60 2705.82 3590.42

1432.25

2337.13

4179.93 5401.59 19.70 14904.80 14924.50 477.43 477.43 1512.81 1512.81

750.26

1416.60

1221.66 - -

Energy Agri Agri Total Total

2008-09 2007-08 (18 Months)




OILS

RICE

DEOILED CAKES

C. SALES (Rs.in Millions) (Rs.in Millions)

OTHERS

UNIT

A. PARTICULARS OF ANNUAL LICENCED, INSTALLED CAPACITIES

CLASS OF GOODS LICENCEDCAPACITY

AS AT30-09-2009

INSTALLED CAPACITY*

30-09-2009 30-09-2008

** Installed capacity are based on inputs of material (on triple shift basis).

* As certified by the management being technical matter and relied on by the auditors.

B. PARTICULARS OF PRODUCTION, SALES AND PURCHASESPRODUCTION 2008-09 (M.T) 200 -07 8 (M.T)

OIL

DEOILED CAKE

PADDY/RICE

OTHERS

Paddy/Rice 1188000.000TPA N.A. 1188000.000

** 90000.000Solvent Extraction N.A.TPA 90000.000

Cattle Feed 24000.000N.A.TPA 24000.000

9000.000

30000.00030.00030.000

N.A.

N.A.N.A.

TPAMW

Refinery

Wheat Flour MillPower

**

**

**

TPA 9000.000

30000.000

965289.8800.000

Rice from paddyRaw Rice Processing

273705.63024194.670

15328.602Rice Bran Oil 5026.824

Paddy Rice

3096.400206936.630

80.075303.79 914244.740 13121.41

Nakku 2014.110 25.13 21461.730 183.09

Rice Bran Oil 3450.100 113.30 15895.370 721.05

Rice Bran DOC 15238.910 141.10 64775.900 313.75

Cattle Feed 663.700 4.62 37521.420 224.21

Wheat - -- 7642.080 80.74

Paddy Husk -

-

-

76.213

664.260

-- 165561.350 355.60

Cotton -- 3682.290 216.54

Barley

Wheat Flour

Rice Bran

Bardana

- 111.720 1.34

1.14 20.250 0.32

5.19 19758.200

5644000

140.72

15.35 6.68

Misc. 3.39 16.78

Power (no. of units) 153175160 1221.32 19.70

TOTAL 6914.40 15401.93

93617.898Rice Bran DOC 31086.740

35950.000Cattle Feed 599.500

128518.066Rice Bran 38750.599

279450.730Paddy Husk 80688.570NakkuWheat FlourChokar

Power(No. of units)

17119.4530.0000.000

7956000.000

3734.90085.570

4.430164401000

2008-09 (M.T) 200 -07 8 (M.T)


Additional Information / Quantitative Data pursuant to Paragraph 3 & 4 of Part - II of Schedule VI of Companies Act,1956.



D. COST OF PRODUCTION

(Rs.in Millions) (Rs.in Millions)PURCHASES

E. OPENING AND CLOSING STOCK OF GOODS(Rs.in Millions) (Rs.in Millions)

PARTICULARS MT MTAs at 30.09.2009 As at 30.09.2008

(Rs.in Millions) (Rs.in Millions)F. RAW MATERIAL CONSUMED

PARTICULARS MT MTAs at 30.09.2009 As at 30.09.2008

(Rs.in Millions) (Rs.in Millions)G. VALUE OF IMPORTS ON CIF BASIS

Spare Parts 2.01

(Rs.in Millions) (Rs.in Millions)H. EXPENDITURE IN FOREIGN CURRENCY

- Legal & Professioal Expenses NIL

0.63

NIL

Raw Material NIL

16.63

NIL

Husk

Paddy

106805.850277069.100 3998.18

390.591508179.243

-13580.99

-Raw Rice /Rice 24194.670 1011.53 33516.776

---

-

326.36

Cattle Feed Raw Material 1.22 1.58Wheat 90.000 0.99 7623.530 71.21Bardana - 141.57 152.44Rice Bran 2363.780 14.85 4845.172 32.06Nakku 72.660 0.56 391.035 2.21Mustard/Rice Bran DOCBarley

Cotton

869.230-

-

3.10--

-

373.305 2.02

Misc. 1.24 -

109.580 0.84

3682.290 211.361.13-

TOTAL 5563.83 14382.20

Paddy 325259.713 3541.79189188.047 2741.01

Rice 113102.787 1184.56204066.462 3377.17Rice Bran Oil 694.297 31.242871.030 79.86Rice Bran 12.791 0.083930.870 32.18Rice Bran DOC 381.093 1.526878.588 31.44

- 601.18Bardana

361.737 1.45

- 557.31Cattle Feed (Raw Material)

410.060 0.41

68.995 0.61Paddy Husk

134.224 0.67

899.067 2.93

Cattle Feed (Finished Goods)

487.550 3.66

12.500 0.06

Nakku

4.427 0.07

2280.99313.780

20.31

Wheat FlourConsumable Stores

0.19

12.3532.87

TOTAL 5378.986875.95

Paddy 1400813.650 11044.23410,044.370 4433.84Rice/ Basmati Raw 33516.780 326.3624,194.670 1011.54Rice Bran

Husk Wheat

85699.500-

25.710

445.59

0.28-

3,028.440

90.000106,805.845

14.85344.28

0.99

Capital Goods 94.62 212.16

- Travelling 0.97

2008-09 (M.T) 200 -07 8 (M.T)




PARTICULARS

J. VALUE OF IMPORTED / INDIGENOUS RAW MATERIALS, SPARES PARTS, COMPONENTS & STORES CONSUMED

Imported 0Nil Nil0

Stores / Spare Parts Components

Raw Materials

Indigenous

Indigenous

%

100%5805.53

38.64%3.35

%

100%

100%Imported 61.36% -5.32 0

Notes :1. Raw Materia and stores consumed includes the quantity and value of Raw Material and stores sold.

Value (Rs.in Million) Value (Rs. )n Million

12573.66

0.39

I. EARNING IN FOREIGNEXCHANGE ON EXPORTS 949.75 226.66









M.No.085624





INFORMATION REQUIRED BY PART IV OF SCHEDULE - VI

ATTACHED TO THE COMPANIES ACT,1956

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

Position of Mobilisation and deployment of funds (Amt. in Rs Million)

Total Liabilities 11971.35 Total Assets 11971.35

Source of Funds

Paid Up Capital 126.38 Reserves & Surplus 5584.36

Seccured Loan 5235.57 Unsecured Loan 97.00

Application of FundsNet Fixed Assets 3711.20 Investments 601.03

Net Current Assets

Misc.Expenses

7659.13

0.00

Accumulated Losses 0.00

III

Performance of Company (Amt in Rs Million) (Amt in Rs Million)

Total Turnover 6924.17 Total Expenditure 5423.33

Profit Before Tax 1153.75 Profit After Tax 915.60

Earning per share 14.49 Dividend Rate 25%

IV

Generic Names of three principal products/services of the company (as per monetary Items)

Item Code No. 1006 27160000

Product description Food products & Energy Biomass based Power

V

Capital raised during the year (Amt. in Rs Million)

Public Issue Right Issue0.00 0.00Bonus Issue Private Placement0.00

II

Registration DetailsRegistration No. 010573 State Code 53

0.00

Balance Sheet Date 30.09.2009

I









M.No.085624



BALANCE SHEET ABSTRACT


Statement pursuant to Section 212 of the Companies Act, 1956,related to Subsidiary Company

1. Name of the Subsidiary Punjab Greenfield Resources Ltd.(PGRL)

2. Financial year of the Subsidiary ended on 31/3/2009

3. Shares of the Subsidiary held by the Company on the above date:

(i) Number of Shares 10799994

(ii) Extent of Holding

* 6 Shares are held by the nominees of the Company but the Company is the beneficial owner

100.00%

Nil

Nil

Nil

Nil

0.15

(0.04)

4. Net aggregate amount of profits/(losses) of the Subsidiary for the above financial year so far as they concern members of the Company

(i) Dealt with in the accounts of the Company for the year ended 30-09-2009

(Ii) Not dealt with in the accounts of the Company for the year ended 30-09-2009

5. Net aggregate amount of profits/(losses) for previous years of the Subsidiary, since it became a subsidiary so far as they concern members of the Company

6. Change in the interest of the Company in the subsidiary between the end of the financial year of the subsidiary and of the Company

7. Material changes at the end of the financial year of the subsidiary and end of the financial year of the Company in respect of the subsidiary's fixed assets, investments, lending and borrowing for the purpose other than meeting current liabilities.

(i) Dealt with in the accounts of the Company for the year ended 30-09-2009

(ii) Not dealt with in the accounts of the Company for the year ended 30-09-2009

(Rs. In million)






(K.I.SINGH)General-Manager Finance



M.No.085624



STATEMENT PURSUANT TO SECTION 212


BOARD OF DIRECTORS’ REPORT

Dear Members

ndYour Directors have the pleasure in presenting the 2 Annual Report of your company together with the Audited Annual stAccounts for the financial year ended 31 March 2009.

Year In Retrospect

During the year under review, total income of the company was Rs. 244.67 Million as against Rs. 444.11 Million in the previous year. There was net loss of Rs. 0.04 Million during the current financial year as against net profit of Rs. 0.18 Million in the previous year.

Dividend

stYour directors do not recommend dividend for the year ended 31 March 2009 in view of loss incurred by the company.

Public Deposits

Your company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956.

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. I.S. Gumber retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Auditors

M/s S. Kumar Gupta & Associates, Chartered Accountants, Chandigarh, Statutory Auditors of your Company retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for appointment. Your company has obtained a certificate from them as required under Section 224(1-B)of the Companies Act, 1956 to the effect that their re-appointment , if made , would be in conformity with the limits specified in that Section.

Auditors' Report

The Statutory Auditors Report on the Accounts of the Company for the period ended March 31, 2009 is self-explanatory and do not require any further clarification.

Financial Highlights (Amount in Rs. in Millions)

Particulars

Sales 239.52

Other Income 5.15

Total Income 244.67

Profit before Tax 0.17

Provision for Income Tax 0.02

Provision for fringe benefit tax 0.08

Deferred tax liabilities 0.10Profit after tax -0.04Previous year balance b/f 0.18Profit available for appropriation 0.15

0.15Balance t/f to balance sheet

Financial Year ended31.03.2008

Financial Year ended31.03.2009

441.90

2.20

444.11

0.45

0.05

0.04

0.170.18

0.180.18

0.00

54Punjab Greenfield Resources Limited


DIRECTORS’ REPORT PUNJAB GREENFIELD RESOURCES LIMITED

Chairman


For and on Behalf of Directors


DIRECTORS’ REPORT

Place: ChandigarhDate : 02-09-2009

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

As the company is not undertaking any manufacturing activity, the information in respect of conservation of energy, technology absorption is not applicable. The company has not undertaken any export during the year and Foreign exchange earnings and outgo is nil.

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the companies Act, 1956, read with the Companies(Particulars of Employees) Rules 1975, and hence no particulars are required to be disclosed in this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

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

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company

stas at 31 March, 2009 and of the profit of the company for the year ended on that date;

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

d. The Annual Accounts have been prepared on a going concern basis.

ACKNOWLEDGMENT

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

55 Punjab Greenfield Resources Limited

To the Members of Punjab Greenfield Resources Limited. 1. We have audited the attached balance sheet of Punjab Greenfield Resources Limited as at March 31st, 2009, the

profit and loss account and the cash flow statement for the period ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those 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 a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) (“the Order”), issued by the Government of

India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the company as we considered appropriate, we enclose in the annexure, a statement on the matters as specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the annexure referred to in paragraph 3 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 our 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 and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv. in our opinion, the balance sheet, profit and loss account and the cash flow statement dealt with by this report have been prepared in compliance with the applicable accounting standards as referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956;

v in our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information as required by the Companies Act, 1956, and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the balance sheet, of the state of affairs of the company as at March 31st, 2009;

b) in the case of the profit and loss account, of the profit for the year ended on the date; and,

c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

5. On the basis of written representation as received from the directors of the company, as on March 31st, 2009, and taken on record by the Board of Directors of the company, we report that none of the directors is disqualified as on March 31st, 2009 from being appointed as a director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act,1956.



M.No.085624Place: ChandigarhDate : 02-09-2009

AUDITOR'S REPORT


AUDITOR’S REPORT


ANNEXURE TO THE AUDITOR'S REPORTReferred to in paragraph 3 of our report of even date

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

b) A substantial portion of the fixed assets of the company has been physically verified by the management during the year as per the programme of verification of fixed assets and in our opinion, the frequency of the verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies between the book records and the physical inventories have been noticed on such verification.

c) None of the fixed assets has been disposed of during the year.

2. a) The inventories of the company have been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to size of the company and the nature of its business.

c) On the basis of our examination of the records of inventories and according to the information and explanations given to us, we are of the opinion that the company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to books and records.

3. a) The company has not granted unsecured loan, to any party covered in the register maintained under Section 301 of the Companies Act, 1956.b) The company has taken unsecured loan, Rs.171.74 millions from a party covered in the register maintained

under Section 301 of the Companies Act, 1956. As informed, in our opinion, the terms and conditions on which loans have been taken from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts of such loans, if any.d) There is no overdue amount of loans taken from companies, firms or other parties covered in the register

maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have neither come across nor have we been informed by the company of any instance of major weakness in the aforesaid internal control system in respect of these areas.

5. a) In our opinion and according to the information and explanations given to us, we are of the opinion that the particulars of the contracts or arrangements as referred to in Section 301 of the Companies Act, 1956 has been entered in the register required to maintained under Section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or agreements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Hundred Thousand only in respect of any party during the year have been entered into at price which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public to which the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 apply.

7. In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

8. We have broadly reviewed the books of accounts relating to materials, labour and other items of cost as maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We are however, not required to make a detailed examination of the records with a view to determine whether they are accurate or complete.

9. According to the records of the company, the company is generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Cess etc., any other statutory dues, if any, applicable to it. According to the information and explanations as given to us, subject to point No. 4 of notes to the accounts, no undisputed amount payable were outstanding, at the year end, for a period of more than 6 (six) months from the date they became payable.

10. Since the period under review is commencing from the date of incorporation of the company, therefore, the company does not have any accumulated losses and has not incurred any cash losses during the period covered by our audit.


ANNEXURE TO THE AUDITOR'S REPORT


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

12. Based on our examination of the records and information and explanations given to us, the company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of any special statue applicable to a chit fund or a nidhi / mutual benefit fund / society or and the provisions of clause 4 (xiii) of the Order are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the company.

15. The company has not given any guarantee for loans from bank or financial institutions.

16. In our opinion and according to the information and explanations given to us by the company has not obtained any term loans.

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

18. According to the information and explanations given to us, the company has not made preferential allotment of shares to

companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year under audit.

19. In our opinion and according to the information and explanations given to us, no debentures have been issued by the company during the year and clause 4 (xix) of the Order is not applicable to the company.

20. The company has not raised any money by way of public issue during the year. Therefore, the provisions of clause (xx) of the Order are not applicable to the company.

21. During the course of our examination of the books and records of the company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us by the management, we have neither come across any instance of fraud, on or by the company, noticed or reported during the year, nor have we been informed of any such case or instance by the company's management.



M.No.085624Place: ChandigarhDate : 02-09-2009


ANNEXURE TO THE AUDITOR'S REPORT


BALANCE SHEETAS AT 31st MARCH, 2009

(Rs In million)(Rs In million)PARTICULARS ANNEXURE As at 31.03.2008As at 31.03.2009

NET CURRENT ASSETS 456.27639.55

0.46 0.62

Notes on Accounts : 21

SOURCES OF FUNDS

i) Capital 1 108.00 108.00

ii) Reserve and Surplus 2 392.18392.15

500.18500.15

SHAREHOLDER'S FUND


Gross Block 44.13 44.13

Less : Accumulated Depreciation 0.120.57

Net Block 44.0143.56

FIXED ASSETS

i) Secured Loans 34

0.570.000.00231.68

231.680.27 0.17Deferred Tax Liability

ii) Unsecured Loans

0.57

TOTAL 500.93732.10

LOAN FUNDS

(BALBIR SINGH UPPAL)Chairman

(JANAK RAJ SINGH)Managing Director


i) Inventories

6

153.8374.80

ii) Sundry Debtors

7

88.9119.72

iii) Cash & Bank Balances

8

1.412.05

iv) Loans, Advances & Other Current Assets

9

10

11

12

332.42607.76

576.57704.33

INVESTMENTS


5

0.0348.53

LESS: CURRENT LIABILITIES AND PROVISIONS

I) LiabilitiesCurrent 120.2164.66

ii) Provisions 0.090.12

120.3064.78

TOTAL 500.93732.10

Miscellaneous Expenditures (To the Extent not written off)




M.No.085624


BALANCE SHEET


PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDING 31st MARCH, 2009

ANNEXUREPARTICULARS

(Rs In million)For the Year ended

31.03.2009

(Rs In million)For the Year ended

31.03.2008

Profit before Depreciation (Cash Profit) 0.57

0.00

0.18

BALANCE T/F TO BALANCE SHEET

TOTAL

BASIC EARNING PER SHARE

0.18

PROFIT BEFORE TAX

PROFIT AFTER TAX

0.05 Less : Provision for Income Tax

0.17

0.18

0.18

Provision for Fringe Benefit Tax 0.04 Deffered Tax Liabilities

EXPENDITURE :

Purchases 15 425.19221.31Personnel Expenses 17 6.692.85

Administrative Expenses 2.374.4218

8.7414.8919Selling Expenses

0.390.4220

Preliminary Expenses Written Off

Depreciation

0.150.15

TOTAL 443.54244.06

0.61

0.44 0.12

0.17 0.45

0.02

0.080.10

-0.040.18

0.150.00 0.00

0.15

0.15

B

INCOME :

Sales 13 441.90239.52

Other Income 14 2.205.15

TOTAL 444.11244.67A






M.No.085624 Place: ChandigarhDate : 02-09-2009

Financial Expenses

Add : Previous Year Balance B/F Profit Available for Appropriation Amount Transferred to General Reserve


PROFIT AND LOSS ACCOUNT


CASH FLOW STATEMENT FOR THE YEAR ENDED




(Rs. In Million) (Rs. In Million)

PARTICULARS AS AT 31.03.2008AS AT 31.03.2009

Cash Flow from Operating ActivitiesNet Profit before Tax 0.450.17

Depreciation 0.120.44Preliminary Expenses 0.150.15

0.19Interest Income 1.06

0.911.82Operating Profit before Working Capital Changes

Adjustments for:

Adjustments for:

Trade and other receivable -455.64-206.15Inventories -153.8379.03Trade payable & Other Liabilities 120.21-55.55

Cash Generated from operation -488.35-180.85Interest paid 0.000.00

Net Cash Flow from Operating ActivitiesIncome Tax Paid

Net Increase in Cash & Cash Equivalent

534.86230.91

Cash & Cash Equivalents at beginning of the year

1.410.59

Cash & Cash Equivalents at end of the year

0.00

1.41

1.41

2.00

A.

CASH FLOW FROM INVESTING ACTIVITIES

Additions to Fixed Assets -44.130.00Investments -0.03-48.49Interest Income -0.19-1.06

Preliminary Expenses -0.77-0.62

-45.12-50.17Net Cash used in Investing Activities

Sub Total (A+B) -533.45-230.32

B.

CASH FLOW FROM FINANCING ACTIVITIESIncrease in Share Capital 108.000.00Increase in Share Premium 392.000.00Increase in Long Term Loans (Net)Increase in Short Term Borrowings(Net)

0.57-0.57

Cash Flow from financing Activities

34.32231.68

C.

-488.33-180.15

0.020.70




M.No.085624


CASH FLOW STATEMENT FOR THE YEAR ENDED



PARTICULARS As at 31.03.2008As at 31.03.2009

ANNEXURE - 1

SHARE CAPITAL

SECURED LOANS

UNSECURED LOAN

ISSUED & SUBSCRIBED CAPITAL

PAID UP CAPITAL

TOTAL

108,00,000 Equity Shares of Rs 10/- each

108,00,000 Equity Shares of Rs 10/- each

Notes:-

of the above :

10799994 Equity Shares of Rs 10/- each is held by Lakshmi Energy & Foods Limited, the holding Compnay

108.00

108.00

108.00

108.00

108.00 108.00

130.00130.00

AUTHORISED CAPITAL

1,30,00,000 Equity Shares of Rs. 10/- each

0.57

0.00

0.00

0.00

0.00

0

171.74

19.99

19.99

19.95

Loan & Advances From Banks

Lakshmi Energy and foods limited

Jarnail Singh

Narinder Singh

Surjit Singh

(Rs In million)(Rs In million)

ANNEXURE - 2

ANNEXURE - 3

ANNEXURE - 4

RESERVES & SURPLUS

392.00392.00Share Premium

TOTAL 392.18392.15

TOTAL

TOTAL

0.57

0.00

0.00

231.68

0.180.15 Profit Trf. From Profit & Loss A/C




FIX

ED

AS

SE

TS

DE

SC

RIP

TIO

NG

RO

SS

BL

OC

KD

EP

RE

CIA

TIO

N

Fre

eh

old

La

nd

As

at

01

.04

.20

08

40

.24

0.3

3

0.0

1

1.2

3

2.3

1

44

.13

0.0

0

Sa

les

/A

dju

stm

en

t

0.0

0

0.0

0

0.0

0

0.0

2

0.0

0

0.2

0

0.2

2

0.4

4

0.1

2P

RE

VIO

US

YE

AR

Fu

rnitu

re a

nd

Fix

ture

Offic

e E

qu

ipm

en

ts

Ad

dit

ion

sfo

r th

e y

ea

r

0.0

00

.00

0.0

00

.00

0.0

0

0.0

0

44

.13

0.0

0

To

tal C

os

t3

1.0

3.2

00

9A

s

01

.04

.20

08

on

40

.24

0.0

0

2.3

10

.08

44

.13

44

.13

0.1

2

0.0

0

0.3

30

.01

0.0

10

.00

1.2

30

.04

AN

NE

XU

RE

- 5

As

on

31

.03

.20

09

Wri

tte

n b

ac

kfo

r th

e y

ea

r

0.0

0

0.0

3

0.0

0

0.2

4

0.3

0

0.5

7

0.1

2

Du

rin

g t

he

ye

ar

0.0

0

0.0

0

(Rs

.In

Millio

n)

40

.24

2.2

4

44

.01

0.0

0

0.3

2

NE

T B

LO

CK

As

at

31

.03

.20

09

As

3

1.0

3.2

00

8o

n

40

.24

2.0

2

43

.57

44

.01

0.3

0

0.0

1

1.0

0

AN

NE

XU

RE

S F

OR

MIN

G P

AR

T O

F T

HE

B

AL

AN

CE

SH

EE

T

Co

mp

ute

rs

Ve

hic

les

TO

TA

L

0.0

1

1.2

0






PARTICULARS

ANNEXURE - 6

ANNEXURE - 7

ANNEXURE - 8

ANNEXURE - 9

ANNEXURE - 10

INVESTMENTS


LOANS AND ADVANCES (Unsecured but considered good)

0.033

0

0.031

48.494849300 Shares in Victor Foods India Ltd

NSC With Sale Tax Deptt

TOTAL 0.0348.53

88.91

53.872.390.56605.34

277.950.000.020.02

0.020.00

SUNDRY DEBTORS (Unsecured but considered good)ths


- Advances recoverable in cash or in kind or for value to be received

- Advances to Raw Material suppliers - Advances to holding Company - Securities - Advance Income Tax/TDS

As at 31.03.2008 As at 31.03.2009


INVENTORIES

CASH & BANK BALANCES

147.8274.80

0.08

1.13

0.01

1.84

Closing Stock

Cash in Hand

TOTAL

TOTAL

Good

153.8374.80

1.412.05

6.000.00

0.200.20

Packing Material consumed

Balance with Scheduled Banks

- In Current Accounts

- In FDR

TOTAL

TOTAL

88.9119.72

19.72

332.42607.76




As at 31.3.2008




PARTICULARS

ANNEXURE - 11

CURRENT LIABILITIES

3.80

114.07

2.34

0.04

ANNEXURE - 12

ANNEXURE - 13

ANNEXURE - 14

ANNEXURE - 15

Advances from customers

Sundry Creditors :

PROVISONS

i) Total outstanding due to small scale Industrial undertaking ii) Total outstanding dues of Creditors other than small scale Industrial undertaking

- Income Tax

- for FBT

Other liabilities

TOTAL

TOTAL

120.21

0.09

PURCHASES

0.00573.02573.02

147.82148.29296.1174.80

Add Opening Stock

NET 425.19221.31

147.82

Purchases (including cost of purchases)


0.38

OTHER INCOME

0.000.00

0.190.000.00

0.040.23

1.06

Insurance Claim Received

TOTAL 2.205.15

1.570.440.00

1.65

1.79

Misc. IncomeInterest Received (net)

Diffrence in Forign Exchange Duty Drawback Receipt

Commision Income Prifit on trading of Gaur

SALES

PARTICULARS

0.00

13.3623.20

0.001.19

63.25428.55

0.0015.66

136.22

- Bardana - Rice - Barley Sale - Other Sales - Cotton Sale

TOTAL 441.90239.52

0.05

As at 31.3.2009

0.45

58.62

5.60

0.09

64.66

0.12

0.03




65 Punjab Greenield Resources Limited


PARTICULARS

ANNEXURE - 17

ANNEXURE - 18

ANNEXURE - 19

ANNEXURE - 20

PERSONNEL EXPENSES

0.280.00

6.412.85

0.000.00

Staff

SALARY

Staff Welfare

Recruitment Expenses

TOTAL 6.692.85


ADMN. AND GENERAL EXPENDITURE

0.290.23Travelling and Conveyance0.100.070.150.11

0.130.100.931.510.060.430.080.01

0.020.020.010.01

0.100.010.00 0.00

0.110.00

0.220.000.01

0.150.000.00

0.050.01

0.590.000.03

0.010.001.25

Printing & Stationary Insurance Communication & Postage Expenses Rent (Godown/Office) Legal and Professional Exp. Fees and Subscription

Auditors Remuneration : - Audit Fee - Tax Audit Fee Misc. Exp. Books & Periodicals Office Maintenance Rates & Taxes Vehicle Running Exp. Seminar & Conference Expenses Service Tax Paid Repair Maintence Others Entertainment Expenses Loss on Sale of investment

TOTAL 2.374.42

TOTAL

TOTAL

8.74

0.39

14.89

0.42

SELLING EXPENSES

FINANCIAL EXPENSES :

1.44

0.38

3.35

0.16

Brokerage

Bank Charges and Commission

0.07

0.00

0.27

0.20

0.20

0.01

0.00

0.06

4.801.932.187.910.000.05

1.360.08

Rebate and Discount

Bill Discounting Charges A/c

Advertisement and Business Promotion

Interest - Others

Freight Outward Packing Expenses Clearing & Forwarding Expenses Others






ANNEXURE - 21

A. Accounting Policies & Notes to Accounts

I. SIGNIFICANT ACCOUNTING POLICIES/BASIS OF PREPARATION

i. The financial statements have been prepared and presented under the historical cost convention on the accrual basis of accounting and on the accounting principles of going concern except as stated hereinafter and except where impairment of assets is made and revaluation of assets is carried out, in accordance with all the applicable accounting principles generally accepted in India and comply with the mandatory applicable accounting standards notified under Sub-Section (3C) of Section 211 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 1956 and the rules, regulations and guidelines made thereunder.

ii. Accounting policies not specifically referred to otherwise are consistently applied by the company and are in consonance with generally accepted accounting principles recognized in the form of accounting standards.

iii. The Company is engaged in single segment. Accordingly Segment Information as required by Accounting Standard (AS)-17 on “Segment Reporting” issued by the Institute of Chartered Accountants of India is not applicable.

II. REVENUE RECOGNITION

Expenses and Income considered payable and receivable respectively are accounted for on accrual basis except for the following items, which are accounted for on cash basis:

Disposal of Sundry items & Scraps etc.

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured.

III. SALES

i Sales are net of returns and shortage allowed to customers.ii. Consignment Sales are recognized on confirmation from consignees.

IV. FIXED ASSETS

Fixed assets are stated at cost of acquisition or construction [including attributable interest and financial costs till such assets are ready for intended use, less accumulated depreciation, impairment losses and specific grants received, if any].

V. BORROWING COSTS

Borrowing costs that are directly attributable to the acquisition of qualifying assets are capitalized till the month in which each asset is put to use as part of the cost of asset.

VI. DEPRECIATION

i. Depreciation is provided, pro-rata, on Straight Line Method by applying rates and in the manner as given in Schedule XIV of the Companies Act, 1956.

ii. The assets costing Rs.5000/- or less acquired during the year have been depreciated at 100% on pro-rata basis.

VII. IMPAIRMENT OF ASSETS

As per the Accounting Standard-28 “Impairment of Assets” (AS-28) issued by the Institute of Chartered Accountants of India, impairment is ascertained at each balance sheet date in respect of each of the company's fixed assets. An impairment loss will be recognized whenever the carrying amount of an asset exceeds its estimated recoverable amount. The recoverable amount is the greater of the asset's net selling price and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value based on an appropriate discount factor.




VIII. VALUATION OF INVENTORIES

Inventories are stated at cost or net realizable value whichever is lower. The cost formula is determined in the following manner.

- In case of Goods traded in at cost plus direct procurement expenses.

- In case of Packing Materials at weighted average cost.

IX. INVESTMENTS

i. Investments that are readily reliasable and intended to be held for not more than a year are classified as current investments.

ii. Current Assets are carried at the lower of cost and fair value determined on a category-wise basis.

X. TAXATION

i. Income tax is computed in accordance with Accounting Standard-22 “Accounting for Taxes on Income” (AS-22) issued by the Institute of Chartered Accountants of India.

ii. Provision is made for income tax annually based on the tax liability computed after considering tax allowances and exemptions.

iii. Provision for taxation and fringe benefit tax for the year comprises of current tax, fringe benefit tax and deferred tax.

iv. Current tax is the amount of income tax determined to be payable in respect of taxable income for the year. Deferred tax is the tax effect of timing difference between taxable income and accounting income for a period that originate in one period and is capable of reversal in one or more subsequent periods.

v. Fringe benefit tax is the amount of tax determined to be payable in respect of value of fringe benefit provided or deemed to have been provided to employees

vi. The difference that results between the profit offered for income tax and the profit as per the financial statements is identified and, thereafter, a deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and reverse in another, based on the tax effect of the aggregate amount being considered.

XI. ACCOUNTING FOR PROVISIONS, CONTINGENT LIABILITES AND CONTINGENT ASSETS


Contingent liabilities are recognized only when there is a possible obligation arising from past events due to occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or where any present obligation cannot be measured in terms of future outflow of resources or where a reliable estimate of the obligation can not be made. Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources are provided for.

Contingent assets are not recombined in the financial statements.

XII. EARNING PER SHARE

In determining the earning per share, the company considers the net profit after tax but before provision of deferred tax liabilities. The number of shares used in computing basic earnings per share is the number of shares outstanding during the year.




B. NOTES TO THE ACCOUNTS

1. In the opinion of the company's management, the current assets, loans and advances are an approximation of the value stated, if realized in the ordinary course of business. The provision for all the known liabilities has been made and is adequate and not in excess of the amount considered reasonably necessary.

2. The balance outstanding as the debit and credit to the parties / persons / agencies are subject to confirmation by the parties / person/ agencies concerned.


i. Bills of Exchange Rs. Nil (Prevoius year Rs. 34,326,212.00) with banks have been negotiated by the company under letters of credit.

4. Auditors fee:

5. In the opinion of the board of directors of the company and to the best of their knowledge and belief, the value on realization of current assets, loans and advances in ordinary course of business will not be less than the amount at which they are stated in the Balance Sheet.

6. During the year, the company has accounted for deferred tax liability in accordance with the Accounting Standard (AS)-22 “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India.

7. The company has examined the indications listed in Accounting Standard (AS)-28 on “Impairment of Assets” as issued by the Institute of Chartered Accountants of India and it has been found that none of the indications as listed in the said accounting standard are present in the case of the company. Accordingly, no impairment loss has been provided for in the books of account.

8. Earnings per share is calculated by dividing the profit after provision for income tax but before the deferred tax liabilities by the weighted average number of equity shares outstanding during the year.

The calculation of Earnings per share (EPS) as disclosed in the Profit and Loss Account has been made in accordance with Accounting Standard (AS) 20 on “Earning per Share” issued by the Institute of Chartered Accountants of India.

9. Interest costs on specific borrowings attributable to qualifying assets are capitalized. Other interest and borrowing costs are charged to revenue.

10. Details of transactions entered into with related parties during the year as required by Accounting Standard (AS)-18 on “Related Party Disclosures” issued by the Institute of Chartered Accountants of India are given below.

A. Names of related parties and description of relationship:

Profit/Loss after Tax (Amount in Rs.)

Weighted Average Number of Equity Shares outstanding during the Year.

Basic and Diluted Earnings per share (in Rs.).

Current Year

-36004.80

10800000

N.A.

Key Management Personnel

Nature of Relationship

Holding Company

Name of the Related Party

Mr. Balbir Singh Uppal, Chairman

Mr. Janak Raj Singh, Managing Director


S. No.

i.

ii.


Statutory Audit Fees (Incl. Service Tax)

Tax Audit Fees (Incl. Service Tax)

Reimbursement of expenses.

TOTAL

Current Year

10,000.00

5,000.00

5,000.00

20,000.00



C. No amount has been provided as doubtful debts or advances / written off or written back in the year in respect of debits due from or to above related parties

D. The related party relationship is as identified by the company and relied upon by auditors.

11. The company does not owe any amount to any small scale industrial undertaking for more than 30 days at the end of the financial year. The above information is as identified on the basis of information available with the company and has been relied upon by the auditors.a. Name of Small Scale Industrial undertaking to whom the company owes any sum together with

interest is outstanding for more than 30 days is NIL.b. The above information has been complied in respect of parties, to the extent to which these could be

identified as small scale industrial undertaking on the basis of the information available with the company.

c. The company has requested its suppliers to intimate whether they are registered under the provisions of Micro, Small and Medium Entrepreneurs Development Act, 2006. In absence of intimation from the suppliers, the requisite information under the above said Act was not available with the company thereby preventing it from complying with the provisions of the said Act.

12. As per the Accounting Standard (AS)-4 “Contingent Events Occurring after the Balance Sheet Date”. Events occurring after the balance sheet date under review, which do not affect the figures as stated in the financial statements normally do not require any disclosure, in the financial statements although they may be of such significance that may require a disclosure in the report of the approving authority to enable the users of the financial statements to make proper evaluations and decisions. Since the board of directors of the company are the approving authority for the financial statements, accordingly such disclosure has been made by the management of company in the report of the board of directors of company and hence no disclosure has been made herein.

13. Additional information as required by Para 3 & 4 of Part II of Schedule VI of the Companies Act, 1956.

D. Raw Material Consumed

Not applicable as the Company is not engaged in manufacturing activities.

A. CAPACITY


B. ACTUAL PRODUCTION


C. TURNOVER

* - includes quantity shortages also

B.Transaction during the year and balance outstanding as at the year end in respect of transaction entered during the year with the related parties.

Nature of the Transaction.

Sales

Purchases

Loans -

Loans given

Loan received back

Closing balance

43861034.88

180600000.00

630288096.00

171743096.00 171743096.00

630288096.00

180600000.00

43861034.88

--

-

-

-

Holding Company

Amount (In Rs.) Amount (In Rs.) Amount (In Rs.)

Key management personnel TotalS. No.

i.

ii.

iii.

Current year Previous Year

RICE PADDY

COTTON SEED CAKE

BARLEY SALE

OTHERS

COTTON

RICE

KINNOOSQtls. 19,786.51

6854.00

16,675.45

54,973.76

136.22 0.06

23.20

63.25

15.60

1.19 239.52 441.90

Qtls.

Qtls.

Qtls.

Qtls.

Qtls.

290.96 24.70

13.36

112.88

50,180,53 19,887.24

6,777.40

122,841.87

qty. qty.Amount Amount




E. PURCHASE OF FINISHED GOODS (GOODS TRADED IN)

F. VALUE OF OPENING AND CLOSING STOCK OF GOODS PRODUCED AND TRADED IN

Current year Preveious Year

RICE PADDY

COTTON SEED CAKE

BARLEY

OTHERS

COTTON

RICE


19,014.00

54,973.38

44.60

42.05

60.75

0.88

148.29 573.35

Qtls.

Qtls.

Qtls.

Qtls.

Qtls.

352.13 20.55

72.57

16.05

112.05

0.00

62,508.81 19,887.24

48,882.40

122,841.87

16,675.45


Current yearOpeing stock Preveious Year

RICE PADDY

COTTON SEED CAKE

BARLEY

OTHERS

COTTON

RICE


42,105.00

- 71.78

-

-

16.05

-

-

-

-

-

16,675.45

60.00

147.82

Qtls.

Qtls.

Qtls.

Qtls.

Qtls.

- -

-

- - -

- -

- -

- -

-

- -


G. CIF Value of Imports : NIL

H. Expenditure in Foreign Currency : NIL

I. FOB Value of Exports : NIL

J. Value of Raw Materials, Components and Spare Parts Consumed : Not applicable

.

Current yearClosing Stock Previous Year

RICE PADDY

COTTON SEED CAKE

BARLEY

OTHERS

COTTON

RICE

KINNOOSQtls. -

54,265.00

12,328.28 - -

-

-

- -

-

-

- -

-

74.80

74.80 147.82

Qtls.

Qtls.

Qtls.

Qtls.

Qtls.

- 60.00

-

- 42,105.00

71.78

- 16,675.45

- -

16.05

- -







(C.A. SUNIL GUPTA)Partner

M.No.085624




INFORMATION REQUIRED BY PART IV OF SCHEDULE -VI ATTACHED TO THE COMPANIES ACT,1956

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

Position of Mobilisation and deployment of funds (Amount in Million)

Total Liabilities 732.10 Total Assets 732.10

Source of Funds

Paid Up Capital 108.00 Reserves & Surplus 392.15

Seccured Loan 0.00 Unsecured LoanDeferred Tax Liability

231.68

0.27Application of Funds

Net Fixed Assets 43.57 Investments 48.53

0.00Net Current Assets 639.55 Accomulated Losses

III

Performance of Company (Amt. In Million) (Amt. In Million)

Total Turnover 244.67 Total Expenditure 244.06

Profit Before Tax 0.17 Profit After Tax -0.04

Earning per share 0.00 Dividend Rate

IV

Generic Names of three principal products/services of the company (as per monetary Items)

Item Code No.

(JANAK RAJ SINGH)(BALBIR SINGH UPPAL)

Chairman Managing Director

NA

Product description

V

Capital raised during the Year (Amt. in Million)

Public Issue Right Issue--Bonus Issue Private Placement -

-

II

Registration Details

Registration No. U15141CH2007PLC30695 State Code 16

Balance Sheet Date 31.03.2009

I

NA

Place : Chandigarh

Date : 02.09.2009



(CA. SUNIL GUPTA) Partner

M. No. 085624


BALANCE SHEET ABSTRACT


To The Board of Directors of,Lakshmi Energy and Foods Limited.

To the Board of Directors of Lakshmi Energy and Foods Limited on the consolidated financial statements of Lakshmi Energy and Foods Limited and its subsidiary, Punjab Greenfield Resources Limited .

1. We have examined and audited the attached consolidated Balance Sheet of Lakshmi Energy and Foods Limited ('LEAF')and its subsidiary Punjab Greenfield Resources Limited ('PGRL') as at 30th September 2009, the consolidated Profit andLoss account and also the consolidated Cash Flow statement for the year ended on that date annexed thereto, which wehave signed under reference to this report. These consolidated financial statements are the responsibility of the LEAF'sManagement and have been prepared by the LEAF's Management on the basis of separate financial statements andother financial information regarding components. Our responsibility is to express an opinion on these financialstatements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards requirethat we plan and perform the audit to obtain reasonable assurances about whether the financial statements are prepared,in all material respects, in accordance with an identified financial reporting framework and are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates made bythe management, as well as evaluating the overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.

3. We report that the consolidated financial statements have been prepared by the LEAF's Management in accordance withthe requirements of Accounting Standard (AS) 21- “Consolidated Financial Statements”, issued by The Institute ofChartered Accountants of India and on the basis of the separate audited financial statements of LEAF and PGRL,included in the consolidated financial statements.

4. Based on our audit and on consideration of the separate audit reports on individual audited financial statements and otherfinancial information of LEAF and its subsidiary PGRL and on the basis of the information and explanation given to us andto the best of our information we are of the opinion that the attached consolidated financial statements gives a true and fairview in conformity with the accounting principles generally accepted in India :

a) In case of the consolidated Balance Bheet, of the state of affairs of LEAF and its subsidiaries as at September 30th, 2009,

b) In case of the consolidated Profit and Loss account, of the profit for the period ended on that date of LEAF and its subsidiaries and,

c) In case of the consolidated Cash Flow statement of the cash flows for the period ended on that date of LEAF and its subsidiaries.

AUDITOR'S REPORT

For S.Kumar Gupta & Associates Chartered Accountants



M.No.085624

CONSOLIDATED AUDITOR’S REPORT


CONSOLIDATED FINANCIAL STATEMENTS

73 Consolidated

BALANCE SHEETAS AT 30.09.2009

PARTICULARS

SOURCES OF FUNDS

i) Capital

Minority Interest

ii) Reserve and Surplus

i) Secured Loans

ii) Unsecured Loans

Deferred Tax Liabilities

TOTAL


Gross Block

Less : Depreciation

Net Block

Capital Work In Progress

i) Inventories

ii) Sundry Debtors

iii) Cash & Bank Balances

iv) Loans, Advances & Other Current Assets

LESS: CURRENT LIABILITIES & PROVISIONSi) Current Liabilities

ii) Provisions

NET CURRENT ASSETS

Miscellanous Expenditure (to the extent not written off)Preliminary Expenses

TOTAL

Notes on Accounts :

SHAREHOLDER'S FUND1

FIXED ASSETS1

LOAN FUNDS2

INVESTMENTS2CURRENT ASSETS AND LOANS & ADVANCES3







(SUKHDEEP SINGH) DGM-Accounts &Taxation


M.No.085624


(Rs.in Millions)As at 30.09.2008

(18 months)ANNEXURE

1

2

3

4

5

7

8

9

10

11

12

21

6

(Rs.in Millions)As at 30.09.2009

126.38 126.38

5592.46 4788.59

0.00 23.36

5718.84 4914.97

5235.57 4118.40

97.00 91.25

5332.57 4209.65

928.22 886.58

11979.63 10034.56

5149.47 4858.63

1395.74 1016.21

3753.73 3842.42

0.00 32.64

6959.85 5515.51

648.25 240.09

316.95 60.78

643.98 963.63

8569.03 6780.01

185.75 351.01

307.52 371.15

493.27 722.16

0.62 0.62

8075.76 6057.85

11979.63 10034.56

149.52 101.03


CONSOLIDATED BALANCE SHEET

74Consolidated

PROFIT AND LOSS ACCOUNTFOR THE PERIOD ENDING 30.09.2009

PARTICULARS

INCOME :

SalesOther Income

TOTAL

EXPENDITURE :Cost of MaterialManufacturing Expenses

TOTAL

Profit before Depreciation (Cash Profit)

Depreciation

PROFIT BEFORE TAX

Less : Provision for Income Tax

Provision for Fringe Benefit Tax

PROFIT AFTER TAX BUT BEFORE

DEFERRED TAX ASSETS/LIABILITIES

Less : Deferred Tax Liabilities

Less : Minority InterestPROFIT AFTER TAX

Add Excess provision of tax in earlier years

Less: Previous years Adjustments

Add : Previous Year Balance B/FProfit Available for Appropriation

Dividend Tax paid 1.42 0.00

Provision for Dividend (inclusive of Tax)

Amount Transferred to General Reserve Amount Utilised for Bonus Issue

BALANCE T/F TO BALANCE SHEET

TOTAL

BASIC EARNING PER SHARE - Face value Rs

Personnel Expenses

Admn. Expenses

Selling Expenses

Financial Expenses

(Rs.in Million)


6934.93 16018.2610.58 39.33

6945.51 16057.59

4101.46 12277.20334.08 178.08

5443.14 13294.93

1502.37 2762.66

347.76 336.92

1154.61 2425.75

196.33 278.26

0.50 2.10

957.78 2145.38

41.70 528.03

0.00 5.85916.08 1617.35

0.00 0.28

0.14 0.00

2568.89 1159.31

3484.83 2771.08

36.97 35.54

91.56 161.74

0.00 0.50

3354.88

3354.88

2573.30

2573.30

14.50 35.682.00 2.00

51.95 57.84

80.52 130.54

193.30 154.78

681.83 496.48

ANNEXURE

1314

A

1516

B

(A-B)

17

18

19

20

(Rs.in Million)

For the Period ended on 30.09.2008

(18 months)









M.No.085624



CONSOLIDATED PROFIT AND LOSS ACCOUNT

75 Consolidated

CASH FLOW STATEMENT FOR THE PERIOD ENDED 30.09.2009

Adjustments for:Trade and other receivableInventoriesTrade payable & Other Liabilities

Cash Generated from operation

Income Tax paid

Net Cash flow from Operating Activities

Additions to Fixed AssetsInvestmentsDividend Income

Interest Income

Net Cash used in Investing Activities

Sub Total (A+B)

Cash Flow from Financing Activities

Cash Flow from Investing Activities

Increase in Share CapitalIncrease in Share Application Money

Increase in Share PremiumIncrease in Long Term Loans (Net)

Increase in Short Term Borrowings(Net)

Dividend Paid

Intererst Paid

Cash Flow from Financing Activities

Net Increase in Cash & Cash Equivalent

Cash & Cash Equivalents at beginning of the year

Cash & Cash Equivalents at end of the year

C.

B.

Operating Profit before Working Capital Changes

Net Profit before taxAdjustments for:Interest PaidMiscellanous Expenditure

Depreciation

Interest IncomeDividend Income

PARTICULARS

(613.40)131.66(2598.52)(1503.30)

(890.33)(152.74)

(843.10)655.95

(261.13) (142.18)

(1905.00)(311.09)0.652.460.000.030.003.84

(1904.35)(304.76)

(2889.63)90.06

0.00(31.60)

16.950.00(96.38)0.00

963.360.001970.43(24.17)

5.80906.14

(681.83) (496.48)

2363.68168.54

(525.95)258.60

586.7358.35

60.78316.95

(985.28)394.82

2425.751154.61

496.48681.830.000.00

336.92347.76

0.00(0.03)0.00(3.84)

3259.152180.33

Rs. In MillionRs. In Million

As at 30.09.2008As at 30.09.2009Cash Flow from Operating ActivitiesA.


CONSOLIDATED CASH FLOW STATEMENT

CASH FLOW STATEMENT FOR THE PERIOD ENDED 30.09.2009









M.No.085624


76Consolidated

ANNEXURES FORMING PART OF THE BALANCE SHEET CONSOLIDATED

PARTICULARS

ANNEXURE - 1SHARE CAPITALAUTHORISED CAPITAL

10,00,00,000 Equity Shares of Rs 2/- each

ISSUED & SUBSCRIBED CAPITAL6,36,10,000 Equity Shares of Rs 2/- Each


PAID UP CAPITAL6,31,90,000 Equity Shares of Rs 2/- Each


TOTAL

Notes of the above

(ii) 84,000 Equity shares of the face Value of Rs 10/- were already forfieted .

(i) Existing Equity Shares of the Company of the Face Value of Rs.10/- each were subdivided into 5 Equity shares of the face value of Rs. 2/- each in December 2006.

(iii) 5,46,000 Equity shares of the face value of Rs 10/- each were alloted pursuant to exercise of option for conversion by holder of covertible warrents during the year 2006-07.

(iv) 43,21,500 Equity shares of the face value of Rs 10/- each were issued as fully paid Bonus shares by capitalisation of reserves.

(v) 60,25,000 Equity shares of the face value of Rs 2/- each were allotted pursuant to exercise of option for conversion by holder of convertible warrants during the Previous Year.

ANNEXURE - 2RESERVE & SURPLUS

General Reserve

Opening Balance

Less Utilized for Bonus IssueAdd : Transferred from Profit & Loss Account

Share Premium

Opening Balance

Add : Addition during the year

Revaluation Reserves

Opening Balance

Less : Utilised for Depreciation A/c

Profit Trf. From Profit & Loss A/C

TOTAL

(Rs.in Million)(Rs.in Million)

As At 30.09.2009

200.00 200.00

127.22127.22

126.38126.38

126.38126.38

203.41

2.50161.74362.65

698.12

950.75

1648.87

225.95

Add : Addition during the year 31.50

53.70

203.75

2573.32

4788.59

360.69

0.0091.56

452.25

1648.87

0.00

1648.87

172.25

0.00

35.79

136.46

3354.88

5592.46

As At 30.09.2008 (18 months)



77 Consolidated

(Rs.in Million)PARTICULARS

ANNEXURE - 3SECURED LOAN

Term Loans :i) Punjab National Bank

- For Rice Expansion 318.45247.30

- For Power Project 205.86173.92ii) Syndicate Bank

iii) Axis Bank

- For Rice Expansion

-IN Indian Currency

- For Power Project

-IN Forign Currency

259.63190.90

182.61150.59

2.29419.39

0.00

Vehicle Loans

HDFC BANK LTD- Vehicle Loan

Punjab National Bank-Vehicle Loan 0.00

0.000.00

5.05

5.722.72

ICICI Bank Vehicle Loan 8.67

Working Capital Limits :

From Banks

i) Punjab National Bank 1317.672871.00

ii) Syndicate Bank

Iii) Axis Bank

1819.591165.24

0.207.17

TOTAL 4118.405235.57

Notes :

(i) Term loans from Banks are secured by equitable mortgage of Properties of the company and pari-passu charge over fixed assets , both present and future of the company.

(ii) Vehicles loans are secured by hypothecation of the respective vehicles.

(Iii) Working capital limits are secured by hypothecation of stocks of Raw Materiel, Work In progress, Finished Goods and Consumables and book debts.

ANNEXURE - 4

UNSECURED LOAN

MINORITIES INTEREST

Directors

Share Capital

Share Premium

PEC Ltd (A Government of India Enterprises)


TOTAL

TOTAL

6.25

4.90

12.61

85.00

5.85

91.25

23.36

12.00

- -

- -

85.00

-

97.00

0.00


As At 30.09.2008 (18 months)

(Rs.in Million)As At 30.09.2009



78Consolidated

GR

OS

S B

LO

CK

DE

PR

EC

IAT

ION

WR

ITT

EN

OF

FN

ET

BL

OC

K(R

s.In

Millio

n)

As

on

Ad

dit

ion

sS

ale

/To

tal C

os

tR

ev

alu

ed

am

ou

nt

Du

rin

g t

he

As

on

Wri

tte

n b

ac

kA

s o

nA

s a

t

01

.10

.20

08

for

the

ye

ar

Ad

jus

tme

nt

as o

n 3

0.09

.200

9as

on

30.

09.2

008

Ye

ar

01

.10

.20

08

for

the

ye

ar

30

.09

.20

09

30

.09

.20

09 3

0.0

9.2

00

8

& O

FF

ICE

EQ

UIP

ME

NT

22

0.3

11

0.3

72

30

.68

0.0

02

30

.68

22

0.3

10

.00

0.0

00

.00

0.0

0

31

8.3

27

0.3

13

88

.63

0.0

04

1.6

31

0.1

20

.00

51

.75

33

6.8

82

76

.69

RE

SID

EN

TIA

L P

LO

TS

0.0

00

.00

0.0

00

.00

0.0

00

.00

0.0

00

.00

90

.42

16

.07

10

6.5

00

.00

37

.86

10

.16

0.0

04

8.0

25

8.4

8

14

78

.15

26

.80

15

04

.95

0.0

09

.62

78

.73

0.0

08

8.3

61

41

6.6

0

48

05

.77

25

42

.24

34

3.7

0

22

86

.29

51

49

.47

48

27

.13

0.0

0

0.0

0

10

12

.20

62

5.6

0

38

3.5

4

39

0.6

1

0.0

0

0.0

0

13

95

.74

10

16

.21

37

53

.73

38

42

.42

19

16

.64

(Rs

.in

Millio

n)

As

A

t 3

0.0

9.2

00

9

A. Tra

de

In

ve

stm

en

ts

Sh

ort

Te

rm In

ve

stm

en

tsS

ho

rt T

erm

In

vest

me

nt in

Go

ld

48

49

30

Eq

uity

Sh

are

s o

f R

s. 1

0/-

ea

ch

in

Vic

tor

Fo

od

s In

dia

Lim

ited

113

60

Eq

uity S

ha

res

of R

s. 1

0/ e

ach

in ID

BI, fu

lly p

aid

(th

e m

ark

et va

lue

of th

e s

ha

res

as

on

30

.09

.20

09

in

Rs. 1

.44

mill

ion

s)0

.92

0.9

2

Sh

are

Ap

plic

atio

n M

on

ey W

ith N

av B

ha

rat In

tern

atio

na

l Ltd

10

0.0

0

00

.00

10

0.0

0

48

.49

0.1

10

.11

10

1.0

31

49

.52

PL

AN

T A

ND

MA

CH

INE

RY

20

6.9

52

86

4.9

80

.00

90

4.4

12

79

.89

0.0

011

84

.30

16

80

.68

17

53

.62

26

58

.03

FU

RN

ITU

RE

& F

IXT

UR

E

0.0

0

1.4

0

30

.41

23

.32

4.6

50

.00

18

.67

53

.73

0.0

01

3.1

84

0.5

5

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

AN

NE

XU

RE

S F

OR

MIN

G P

AR

T O

F T

HE

B

AL

AN

CE

SH

EE

T

CO

NS

OL

IDA

TE

D

38

42

.42

14

68

.53

(Rs

.in

Millio

n)

As

At

30

.09

.20

08

(

18

mo

nth

s)

AN

NE

XU

RE

- 5

FIX

ED

AS

SE

TS

DE

SC

RIP

TIO

N

As

at

LA

ND

BU

ILD

ING

38

.14

VE

HIC

LE

S6

1.8

3

PO

WE

R P

LA

NT

TO

TA

L

PR

EV

IOU

S Y

EA

R

AN

NE

XU

RE

- 6

PA

RT

ICU

LA

RS

INV

ES

TM

EN

TS

Qu

ote

d :

Lo

ng

Te

rm

TO

TA

L

23

.31



79 Consolidated

PARTICULARS


ANNEXURE - 7INVENTORIES (As taken, valued and certified by management)

Raw Materials

Finished Goods

Consumables Stores

TOTAL

ANNEXURE - 8SUNDRY DEBTORS (Unsecured but considered good)


-Good & Unsecured -Doubtful

TOTAL

ANNEXURE - 9CASH & BANK BALANCES

Cash in HandCheques in Hand - Pending Realisation

Balance with Scheduled Banks- In Current Accounts- In Deposit Accounts

(includes Rs 18.12 Million- as Margin Money)

TOTAL

ANNEXURE -10LOANS AND ADVANCES (Unsecured but considered good)

Good

- Advances recoverable in cash or

in kind or for value to be received

- Staff Advances

- Pre-paid Exp.

- Securities

- Advance Income Tax/TDS - Current Year

- Other Current Assets

Doubtful

TOTAL

ANNEXURE - 11CURRENT LIABILITIES

Sundry Creditors - for Trade

Sundry Creditors - for Capital GoodsOther Liabilities

Statutory Liabilities

Security payable

TOTAL

Other Debts

-Good & Unsecured -Doubtful

3543.24

1959.92

12.35

5515.51

42.170.50

240.09

4.2920.92

5.7329.84

60.78

833.55

15.65

0.62

42.73

0.43

70.65

963.63

65.60

205.0969.92

10.20

0.20

351.01

197.42-

(Rs.in Million)

30.09.2009

3301.86

3623.97

34.02

6959.85

43.450.00

648.25

0.46226.98

61.2528.26

316.95

471.72

0.99

4.35

48.06

1.06

117.80

643.98

66.63

44.6565.17

9.30

0.00

185.75

604.80-

As At

ANNEXURES FORMING PART OF THE BALANCE SHEET CONSOLIDATED (Rs.in Million)

As At 30.09.2008 (18 months)



80Consolidated

ANNEXURE - 14OTHER INCOME

Insurance Claim Received 3.131.46Rebate and Discount 7.061.50

5.911.02Misc. IncomeDividend Received (on long term investments)Interest ReceivedTruck Dala ReceivedTruck IncomeOverhead Recovery A/cExport Incentives ReceivedLong / Short Term Capital Gain

0.040.034.853.842.791.765.760.970.990.006.100.002.700.00

TOTAL 39.3310.58

ANNEXURE - 15

ANNEXURE - 16

MANUFACTURING EXPENSES

Power and Fuel 67.9242.83Laboratory Expenses 0.280.11Labour Charges to contractors 33.7537.96Direct wages 15.038.89

COST OF MATERIAL :

Opening Stock

- Raw Material 1734.713543.24- Finished Goods 1066.211900.97

2800.915444.21

Add :- Material Purchases 14979.445583.07

Total 17780.3611027.28


- Raw Material 3543.243301.85- Finished Goods 1959.923623.97

5503.166925.82Cost of Material 12277.204101.46

ANNEXURE - 13SALES

- Rice19.701221.32 - Power

13487.425328.91

- Oils 1106.64254.40 - Other Sales 1404.51130.30

TOTAL 16018.276934.93

ANNEXURE - 12PROVISONS

- Income Tax 333.54270.27 - for FBT 2.070.28 - Dividend 35.5436.97

371.15307.52TOTAL

PARTICULARS

(Rs.in Million)

As At 30.09.2009


ANNEXURES FORMING PART OF THE CONSOLIDATED PROFIT & LOSS ACCOUNT

(Rs.in Million)

As At 30.09.2008 (18 months)


on 30.09.2009


on 30.09.2008(18 months)



81 Consolidated

(Rs.in Million)(Rs.in Million)

For the period ended


Staff 51.6844.62

Bonus 1.523.96Gratuity 0.140.62

Staff Welfare 1.801.56Provident Fund 1.050.82Medical Expenses 0.780.02

Recruitment Expenses 0.870.35

TOTAL 57.8451.95

ANNEXURE - 18ADMN. AND GENERAL EXPENDITURE

Travelling and Conveyance

Auditors Remuneration :

- Directors 4.772.71

- Others 4.913.83

Printing & StationaryDirectors' Remuneration & Prequisite

1.552.0028.2921.00

Postage & Courier 0.280.24

Insurance 18.303.74Telephone 2.401.56

Rent 5.371.55

Legal and Professional Exp. 9.419.80

Management Consulatancy Charges 3.830.16

Fees and Subscription 7.441.11

Charity and Donation 2.780.95

- Audit Fee 0.990.94- Tax Audit Fee 0.130.14Stock Audit Fee 0.110.00Misc. Exp. 1.390.97

Books & Periodicals 0.100.02

Office Maintenance 0.591.08

Festival & Mahurat 1.960.79Rates & Taxes 0.181.57

Vehicle Running Exp. 4.676.15

Software Development Expenses 0.030.67

AGM/EGM Expenses 0.040.06

Electricity ExpensesLoss on Sale of Investment

0.361.250.65

ANNEXURE - 17

PERSONNEL EXPENSES

SALARY

Freight InwardU.I. ChargesOperation & maintenance

7.79--

12.06134.97

26.61

Consumable Expenses 0.393.355.051.21Hexane

Repair & MaintenanceStorage Charges PSWC/CWC

22.2928.937.2235.69

Other Manufacturing Expenses 18.361.47

TOTAL 178.08334.08



on 30.09.2008 (18 months)



82Consolidated

(Rs.In Million)



ANNEXURE - 19SELLING EXPENSES

Brokerage 34.9552.42

Rebate and Discount 14.7246.05Advertisement and Business Promotion 14.9310.94Freight Outward 43.6645.82Truck Dala 1.040.57Packing Expenses

Clearing & Forwarding Expenses

25.2222.03

16.086.61

Quality Cut 4.198.86

TOTAL 154.79193.30

ANNEXURE - 20FINANCIAL EXPENSES :

Bank Charges and Commission 17.7416.95

Interest - Bank & Financial Institutions- Term Loan Interest 42.12142.95

- Working Capital Loans 433.72520.49

Interest - Others 2.901.44

TOTAL 496.48681.83

Repair & Maintanance

- Building 2.543.13

- Others 0.670.76

Difference in Exchange Rates 27.4413.69

TOTAL 130.5480.52


(Rs.In Million)


on 30.09.2008 (18 months)



83 Consolidated

ANNEXURE 21

A. ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

I SIGNIFICANT ACCOUNTING POLICIES / BASIS OF PREPARATION:i. The consolidated financial statements comprise of the financial statement of Lakshmi Energy and Foods Limited

(“LEAF”) and its subsidiary Punjab Greenfield Resources Limited (“PGRL”).

ii. Reference in these notes to the “company” shall mean to include LEAF and its subsidiary viz. PGRL consolidated in these financial statements unless otherwise stated.

iii. The consolidated financial statements have been prepared and presented under the historical cost convention on the accrual basis of accounting and on the accounting principles of going concern except as stated hereinafter and except where impairment of assets is made and revaluation of assets is carried out, in accordance with all the applicable accounting principles generally accepted in India and comply with the mandatory applicable accounting standards notified under Sub-Section (3C) of Section 211 of the Companies Act, 1956 and other relevant provisions of the C o m p a n i e s A c t , 1 9 5 6 a n d t h e r u l e s , r e g u l a t i o n s a n d g u i d e l i n e s m a d e t h e r e u n d e r

iv. The financial statements of LEAF and its subsidiary, PGRL have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating intra-group balances / transactions in full as per the Accounting Standard (AS)-21 on consolidated financial statements.

v. Accounting policies between LEAF and PGRL are consistent. The relevant accounting policies being followed by LEAF and PGRL have been duly disclosed in their respective financial statements.

vi. Accounting policies not specifically referred to otherwise have been consistently applied and are in consonance with generally accepted accounting principles recognized in the form of accounting standards.

vii. The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented, to the extent possible, in the same manner as the LEAF's and PGRL's separate financial statements.

viii. Accounting policies and Notes to Accounts of LEAF and its subsidiary PGRL are setout in their respective financial statements and are not being repeated herein but may be treated as a part and parcel of Accounting policies and Notes to Accounts to the consolidated balance sheet of LEAF and its subsidiary PGRL.

II REVENUE RECOGNITION Revenue is recognized to the extent that it is probable that the economic benefits will flow to LEAF and PGRL and the revenue can be reliably measured.

Expenses and Income considered payable and receivable respectively are accounted for on accrual basis except for the following items, which are accounted for on cash basis:

Disposal of Sundry items & Scraps etc.

III VALUATION OF INVENTORIES

IV RETIREMENT BENEFITS

i. At present, provident fund schemes are applicable only to LEAF.

ii. Gratuity is being provided by LEAF as required, Payment of Gratuity Act is not applicable to PGRL.


Raw Materials Components, Stores & Spare parts , Packing Material

At Average Moving Price(Holding Company)At Cost (Subsidiary Company)

At cost or net realizable value, whichever is less

At Estimated cost

At Estimated cost

At cost plus direct procurement expenses

i.

ii. Finished Goods

Goods in Progress

By-Products

Goods traded

iii.

iv.v.



84Consolidated

V ACCOUNTING FOR PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS


Contingent liabilities are recognized only when there is a possible obligation arising from past events due to occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or where any present obligation cannot be measured in terms of future outflow of resources or where a reliable estimate of the obligation can not be made. Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources are provided for. There are no contingent assets in the financial statements. Please see respective financial statements of LEAF and PGRL in this respect.

VI EARNING PER SHARE

In determining the earning per share, the net profit after tax is taken into consideration. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year.

VII FINANCIAL AND MANAGEMENT INFORMATION SYSTEMS

The books of accounts and other records have been designed to facilitate compliance with the relevant provisions of the Companies Act, 1956 on one hand and meet the internal requirements of information and systems for planning, review and internal control on the other.

B CONSOLIDATED NOTES TO THE ACCOUNTS

1. Accounting policies and Notes to Accounts of LEAF and its subsidiary PGRL are setout in their respective financial statements and are not being repeated herein but may be treated as a part and parcel of Accounting policies and Notes to Accounts to the consolidated balance sheet of LEAF and its subsidiary PGRL.


i. Claims [Rs. 93.84 million (Previous year Rs. 90.98 million)] by various creditors, suppliers, agents etc. of LEAF are pending before various Courts and quasi-judicial authorities (as per certificate from Lawyers of the company).

ii. Claims [Rs. 259.51 million (Previous year - Rs. 262.26 million)] by various State procurement agencies against LEAF are pending before Arbitrators (as per certificate from Lawyers of the company).

iii. LEAF has an export obligation of Rs. 398.27 million which was completed during the year, against the import licenses taken for import of capital goods under Export Promotion Capital Goods [EPCG] Scheme. This export obligation had to be fulfilled within the period of 12 years (8 years in One License) from the date of issue of License. The Expiry date for export obligation period ranges between March 2018 to Aug 2021 for different License. With respect to the aforesaid export obligation, LEAF has also got bank guarantee amounting Rs.18.12 million to the Custom Authorities against 100% margin in the shape of FDR's.

3. The figures of the Auditors fee and Managerial Remuneration have not been consolidated and are reflected in the respective financial statements of LEAF and PGRL.

4. During the year, deferred tax liability has been accounted for in accordance with the Accounting Standard (AS)-22 “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India.

Provision for income tax has been reviewed as on the balance sheet date and has been adjusted to reflect the current best estimate in accordance with the Accounting Standard (AS)-29 “Provisions, Contingent Liabilities and Contingent Assets” issued by the Institute of Chartered Accountants of India. In case of LEAF as the income tax demands raised with respect to the assessment years till 2005-2006 have been fully settled, it is no longer probable that an outflow as reflected in the previous years will be required to settle the obligation of payment of the income tax dues, and, therefore, the pre-existing provision has been adjusted in LEAF's financial statements.



85 Consolidated

5. Earnings per share is calculated by dividing the profit after tax by the weighted average number of equity shares outstanding during the year. The consolidated Earnings per share is as follows:

6. The information with respect to the transactions entered into by related parties have been duly disclosed in the respective financial statements.

7. As per the Accounting Standard (AS)-4 “Contingent Events Occurring after the Balance Sheet Date”. Events occurring after the balance sheet date under review, which do not affect the figures as stated in the financial statements normally do not require any disclosure, in the financial statements although they may be of such significance that may require a disclosure in the report of the approving authority to enable the users of the financial statements to make proper evaluations and decisions. Since the board of directors of the company are the approving authority for the financial statements, accordingly such disclosure has been made by the management of LEAF and PGRL in the respective reports of the board of directors of LEAF and PGRL.

8. During the year the PGRL sold part of its shareholding in M/s Victor Food India Limited. Consequently, Victor Foods India Limited ceased to be a subsidiary of the Company w.e.f. 30.03.2009.

9. Additional information as required by Para 3 & 4 of Part II of Schedule VI of the Companies Act, 1956 has been duly stated in the respective financial statements of LEAF and PGRL.

Previous Year

2145.38

60132245

35.68

2.00

Current Year

916.08

63190000

14.50

2.00

Profit after Tax (Rs. in millions)

Weighted Average Number of Equity Shares outstanding during the Year.

Basic and Diluted Earnings per share (in Rs.).

Nominal Value per Share (in Rs.).










M.No.085624



86Consolidated

Ma

na

ge

me

nt

Te

am