Your Directors have pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended on March 31, 2014.
|Financial Performance||(Rs. In Crore)|
|Year Ended March 31, 2014||Previous Year March 31, 2013|
|Sales and other Income||4354.91||3817.34|
|Profit before depreciation||88.77||87.43|
|Profit after depreciation||70.02||77.22|
|Provision for taxation||3.16||10.91|
|Add: MAT Credit||0.00||0.00|
|Profit after tax||66.86||66.31|
|Previous years Income / Expenses||-||-|
|Profit after previous years adjustment||66.86||66.31|
|Add: Credit Balance|
|Profit brought forward from previous year||201.41||171.96|
|Transfer from Investment Allowance Reserve|
|Provision for Dividend||3.36||2.88|
|Provision for Dividend Tax||0.57||0.47|
|Transfer to General Reserve||2.00||5.00|
|Income Tax for earlier years||0.00||0.00|
|Transfer to Capital Reserve||22.33||22.57|
|Credit Balance carried over to Balance Sheet||234.21||201.41|
Your Directors are pleased to recommend a dividend of 20 % (previous year dividend 20%), subject to the approval of the shareholders at the Annual General Meeting, for fully paid-up equity shares of RS. 1.00 each, amounting to RS. 3.66 Crore (previous year dividend RS. 2.88 Crore). The tax on distributed profits payable on this dividend is RS. 0.57 Crore (previous year RS. 0.47 Crore) making the aggregate distribution to RS. 3.93 Crore (previous year RS. 3.35 Crore). The proposed dividend will be tax-free in the hands of the shareholders.
Transfer to Reserves
The Board recommended a transfer of RS. 2.00 crores to the General Reserve (previous year RS. 5.00 Crore).
Performance in the year 2013-14
In the financial year 2013-14, the Company performed unexpectedly. The Company crossed its top line target of RS. 4400.00 Crore. The total revenue of the financial year 2013-14 is RS. 4405.31 Crore which was RS. 3837.38 Crore in the financial year 2012-13. There is a growth of 14.80%. The revenue of all the four quarters of 2013-14 surpassed the corresponding period of the last financial year 2012-13. As far as the half-yearly trend is concerned, the turnover of the Company for the first half year period ended as on September 30, 2013 is RS. 2021.00 Crore which was RS. 2019.33 Crore in the same period in financial year 2012-13. We can clearly see that the Company performed tremendously well in the financial year 2013-14. Profit after tax has also gone up from RS. 60.37 Crore in 2012-13 to RS. 61.26 Crore in the year 2013-14. EBIDTA for the year 2012-13 was RS. 111.56 Crore and increased to RS. 123.97 Crore in year 2013-14 i.e. by 11.12%. Further the Cash profit also increased from RS. 70.58 Crore in the year 2012-13 to RS. 80.01 Crore in the year 2013-14.
The Company is moving aggressively on its sales and marketing efforts and reaching out to bigger population in line with its plan to become a pan-India company. It continues to follow the policy of perpetual technological upgradation. The Company is ISO 9001:2008-certified in recognition of the organisations quality system.
Annual General Meeting
The Annual General Meeting of the Company will be held on 22.09.2014 at 11.00 A.M. at Hotel Gateway (Taj), Nadesar, Varanasi (U.P.) to transact the businesses as specified in the Notice of the meeting.
1. Your company is in the process of getting the final approval from the Ministry of Food Processing for its proposed food park on 80acres in Bihar. The company will set-up units related to the FMCG space in this food park.
2. The company proposes to set-up a 500 metric tonnes per day plant in Ethiopia. This will be a big step for the company to start its work in Africa which is the next big area of growth.
3. Your company is in the process of buyng a land in North-East to set-up an edible oil refinery of 750 MTPD.
4. The sunflower oil processing plant of the company in West Bengal (Haldia) should start production in the next quarter. This will be in addition to the portfolio of soybean, mustard, cotton, palm and vanaspati oils of the company.
5. Your company will start its rice mill in the full fledged manned from this season of paddy production in Bihar from third quarter of financial year 2014-15 onwards.
6. Your Company is in the process of buying land in Gujarat to set-up a refinery of 1000 MTPD (with captive power plant) based on palm oil and Soyabean oil.
7. Other FMCG products will be introduced among the consumers leveraging the capacity of the existing marketing channel of the Company.
8. Your Company has also launched sunflower oil in the premium segment.
9. Your Company is also inclined to come up with more of high value added premium products.
As directed by Securities and Exchange Board of India (SEBI) secretarial audit is being carried out at the specified periodity by a practicing Company secretary. The findings of the secretarial audit were satisfactory.
The Companys comprehensive HR policy interalia provides manpower training and development, keeping in mind the growing requirement for custom trained manpower at its new initiatives. The Companys factory at Naupur is used as a training ground for technical manpower. The employees are also sent to the Companys other units for training which helps in reducing manpower costs, avoids poaching of the Companys manpower, and develops a sense of belonging among the Company employees, resulting in employee satisfaction and a high employee retention rate.
The Companys office is fully computerized. The new recruits are trained with an ERP system when they join, bringing out their true potential. The Company hires engineers, ITIs, MBAs, among others, for internal training and then positions them at the Companys other locations. The management interacts regularly with staff members to understand their needs and problems and to create a suitable working environment.
The Company promotes employees working in the lower order on a regular basis, and also transfers them to other branches to enable them to undertake more challenging roles, resulting in employee growth and development. The Company provides accommodation to employees whom needed and takes appropriate efforts to make them feel at home.
The Company conducts various sporting activities and celebrates Independence day and Republic day. These initiatives help boost employee morale and create a cordial environment. The senior management participates in various training programmes and attends conferences to update their knowledge base, in turn providing better value to the Company. These proactive measures resulted in an improved performance and a reduction in employee turnover.
The Company is planning on developing a recreation centre for employees and their families in Varanasi, along with a state-of-the-art guest house for employees travelling to the head office from the various offices/units.
Capital and Borrowings
During the year, there was no change in the paid-up equity share capital of the Company. Thus the paid up equity share capital of the company stands at RS. 16,79,40,000 divided into 16,79,40,000 equity shares of RS. 1/- each.
During the year 2013-14, the Company availed credit facilities from State Bank of India, State Bank of Bikaner & Jaipur, State Bank of Hyderabad, State Bank of Travancore and Standard Chartered Bank for its Varanasi and Alwar (Rajasthan) unit, under the consortium arrangement. The Company also availed credit facilities from consortium led by State Bank of India for the units in Bihar. The total outstanding long-term loans from banks/ financial institution/others as on March 31, 2014 is RS. 107.28 Crore (previous year RS. 127.94 Crore). The gross fixed assets increased by RS. 74.48 Crore representing capital expenditure on setting up new projects, expansion of existing manufacturing facility, research and development facility, other maintenance capital expenditure and for technological upgradation. The Company had cash and cash equivalents aggregating to RS. 439.32 Crore as on March 31, 2014, as against RS. 323.73 Crore as on March 31, 2013. This increase is largely on account of increase in cash generated from operating activities. The Company has sufficient financial flexibility, in terms of available cash and cash equivalents and committed facilities from banks/financial institution to finance the future growth plans and capitalise on emerging opportunities.
Cash Flow Statement
In accordance with the requirement of Clause 32 of Listing Agreement of the stock exchange cash flow statement duly verified by the Auditors together with their certificate is annexed hereto.
M/s Singh Dikshit & Co., Chartered Accountants, Varanasi, U.P., Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.
The Company has received letter from M/s Singh Dikshit & Company, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.
The notes to the accounts referred to in the Auditors Report have been explained in note schedule of the Audited accounts. Your directors however like to briefly clarify the auditors qualification as follows:
A. The Company has a large network of suppliers dealing with raw material, packing materials, among others, catering to the Company and buyers of its finished products. Hence it is not possible to get confirmation from each and every party therefore the Auditors has qualified the same.
B. The Company has not made provision for diminution in the value of long-term investments and it is of the opinion that the fall in the value of such investments is not of permanent nature.
C. The salary and wages include payment of remuneration of RS. 20.00 lacs to Mr. D.N. Jhunjhunwala, Chairman, RS. 25.00 lacs to Mr. S. N. Jhunjhunwala, Managing Director and RS. 19.00 lacs to Mr. Adarsh Jhunjhunwala, Wholetime Director of the Company.
D. Advances given to Mr. D. N. Jhunjhunwala and Mr. S. N. Jhunjhunwala are pertaining to the Company.
E. Other observations made in the Auditors Report are self-explanatory therefore do not call for further comments under Section 217 of the Companies Act, 1956.
F. The contingent liability mentioned in Note No.18 are payable only on the basis of legal pronouncement made by the different authorities previously.
G. The Company maintained cost records under Section 209(1) (d) of the Companies Act, 1956.
Particulars of the Employees
Companys (Particulars of Employees) Rules, 1975 as amended read with section 217(2A) of the Companies Act, 1956 are not applicable to the Company as there are no employees drawing the minimum salary envisaged in the rules.
Pursuant to the requirement under section 292(A) of the Companies Act, 1956, an Audit Committee was constituted. The Committee comprises Mr. D. N. Jhunjhunwala, Dr. S. K. Dikshit and Mr. Mahesh Kedia, Directors of the Company.
Directors Responsibility Statement
The Board of Directors of the Company confirms:
A. That in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.
B. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as on March 31, 2014 and profit of the Company for the year ended on that date.
C. That the proper and sufficient care has been taken for the maintenance of adequate accounting records and are in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and others.
D. That the assumption of going concern is followed.
Mr.Kanhaiya Lal Goenka, Mr.Mahesh kedia, Mr. Shashi Kant Dikshit and Mr. Harsh Agarwal are Independent Directors of the Company who are liable for retire by rotation as per old Companies Act, 1956. The necessary resolutions for their appointment as Independent Directors under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold office for a term of 5 (five) consecutive years up to 31st March, 2019 are contained in the notice for your approval.
Mr. Adarsh Jhunjhunwala is the Director, retiring by rotataion in pursuance of section 152 of the Companies Act, 2013 and being eligible offer himself for re-appoiment
Listing of Shares
The equity shares of the Company continue to be listed during the year under review at the National Stock Exchange, Bombay Stock Exchange, Mumbai, Uttar Pradesh Stock Exchange Association Ltd., Kanpur, and Delhi Stock Exchange Limited, New Delhi. The annual listing fees of each of these stock exchanges were paid on due date.
As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance is included Annexure II to the Directors Report in the annual report and your Directors affirm that the Company has, during the year under review, complied with the conditions of Clause 49 of the Listing Agreement.
Management discussion and analysis
As required by Clause 49 of the Listing Agreement, the detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the management discussion and analysis section which forms a part of the annual report.
Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings
As required u/s 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information on conservation of energy, technology absorption and foreign exchange earnings and out go are given in Annexure I forming part of this report.
Corporate Social Responsibility
During the year, your directors have constituted the corporate social responsibility committee comprising Mr. Mahesh Kedia as the chairman and Mr. Adarsh Jhunjhunwala And S.N. Jhunjhunwala as other members. The said committee has been entrusted with the responsibility of formulating and recommending to the board, a Corporate Social responsibility (CSR Policy) indicating the activities to be undertaken by the company. Monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.
Two schools are operated for educating the impoverished and social upliftment in and around the area of operations first, Prahlad Rai Jhunjhunwala Saraswati Shishu Mandir with 400 students close to the Varanasi unit
And the second Hari Vidhya Mandir Higher Secondary School with 300 students proximate to the site of the Companys proposed SEZ (being developed by one of the Group companies).
Both schools are affiliated to the UP Board and funded by the Company. JVL also provides scholarships to deserving students. The company bought more buses to pick the children from remote places and bring them to study at these two school, so that it can spread the message of education and help the needy who cannot afford to travel to its school every day.
It plans to adopt a hospital in the village near the plant to cater to the medical needs of the residents. This initiative is in the process of getting started and the management is currently engaged in formalities to obtain clearance. The Company is trying to provide medical facilities to the village, which will eliminate the need to travel to towns for medical aid and treatment. The Company also provides drinking water to locals and laborers at the Haldia refinery.
Sponsors health camps for local communities. This also includes providing financial help and free medical facilities to the ill and the challenged (mentally and physically).
Initiatives to improve the environment enrich community life and preserve ecological balance through a strong environment conscience.
The company has undertaken a plantation drive on the occasion of Independence Day and planted 2500 trees close to all its units in India. The company is also adopting parks in Varanasi for its maintenance as its contribution to the society for greener tomorrow.
Spiritual and Religious
Makes donations for the construction of temples, mosques and churches, among other religious structures; provides drinking water in rural areas; executes various plans for land development, plantation and self-help groups.
The company is making good policies and implementing them for the interest of its employees, stakeholders and everybody having interest in the company by producing quality product, instant credit mechanism, good working capital cycle, among others.
Appreciation and acknowledgements
Your Directors are grateful and pleased to place on record the appreciation for their support, trust, guidance and cooperation extended and reposed by all its stakeholders, employees, customers, consumers, media, financial institutions and banks, all agencies of Government of India and other central and state government bodies, statutory and regulatory bodies and local authorities in the Company and look forward to their continued patronage. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.
|For and on behalf of the Board|
|Place: Varanasi||(D. N. Jhunjhunwala)|
|Dated: August 25, 2014||Chairman|
Annexure to Directors Report
Particulars as required u/s 217 (1) (e) of the Companies Act, 1956 for the year ended March 31, 2014
|(Rs. In Crore)|
|Year Ended March 31, 2014||Previous Year March 31, 2013|
|(A) Power & Fuel Consumption|
|Total Amount (Rs. Crore)||15.87||10.41|
|(b) Own Generation|
|(i) Through Diesel Generators|
|Total Amount (Rs. Crore)||1.35||2.55|
|(ii) Through Turbine|
|Total Amount (Rs. Crore)||2.20||2.08|
|Total Coal/Husk (Rs. Crore)||35.00||34.46|
|Average Rate Rs.||3384.09||3413.81|
|(3) Furnace Oil||-||-|
|(4) Other/Internal Generation||-||-|
|(B) Consumption per MT of Vanaspati production|
|Coal (Kgs.) /Husk (Kgs.)||160||215|
|(C) Technology Absorption|
|Adaptation & Innovation||-|
|(D) Foreign Exchange Earning and Outgo||(Rs. In Crore)||(Rs. In Crore)|
|Total Foreign Exchange earned||20.88||32.35|
|Total Foreign Exchange Used||-||-|
D N Jhunjhunwala , Chairman
S N Jhunjhunwala , Managing Director
S K Dikshit , Director
Mahesh Kedia , Director
Company Head Office / Quarters:
Phone : Uttar Pradesh-91-542-2595930-31-32 / Uttar Pradesh-
Fax : Uttar Pradesh-91-542-2595941 / Uttar Pradesh-
E-mail : firstname.lastname@example.org
Web : http://www.jvlagro.com
F-65 1st Floor,Okhla Industrial Are,Phase-I,New Delhi-110020