- Moneycontrol

th 7. To consider and if thought fit, to pass, with or Notice is hereby given that the 25 Annual General without modification(s), the following Meeting of the members of Amrit Banaspati

th resolution as an ORDINARY RESOLUTION:Company Limited will be held on Saturday, the 25

day of September, 2010 at 11.30 a.m. at Amrit “RESOLVED THAT Mr. J.C.Rana, who was

Bhawan, J-3 9/13, Gobind Colony, Rajpura appointed as an additional director of the

(Punjab)–140 401 to transact the following business: thCompany by the Board of Directors, w.e.f. 27

July, 2010 and who holds office upto the date ORDINARY BUSINESSof Annual General Meeting, pursuant to

1. To receive, consider and adopt the audited section 260 of the Companies Act, 1956, and

stBalance Sheet of the Company as at 31 Article 133 of the Articles of Association of the March, 2010 and the Profit & Loss Account for Company and in respect of whom the the year ended on that date together with the Company has received a notice from a reports of the Board of Directors and Auditors member under section 257 of the Companies thereon. Act, 1956, proposing his candidature, be and is

hereby appointed as a Director of the 2. To declare dividend on the equity shares for the Company, liable to retire by rotation.”financial year 2009-10.

8. To consider and if thought fit, to pass with or 3. To appoint a director in place of Mr. A.K. Bajaj, without modification(s), the following who retires by rotation and being eligible, resolution as SPECIAL RESOLUTION:offers himself for re-appointment.

“RESOLVED that pursuant to the provisions of 4. To appoint a director in place of Mr. M.L. Sarin, Sections 198, 269, 309 & 311 read with who retires by rotation and being eligible, Schedule XIII and other applicable provisions, offers himself for re-appointment.if any, of the Companies Act, 1956 (including

5. To appoint Auditors to hold office from the any statutory modification or re-enactment conclusion of this meeting until the conclusion thereof, for the time being in force) and in of next Annual General Meeting and to fix their supersession to the special resolution passed

thremuneration. at the Annual General Meeting held on 14

September, 2007 and subject to such other SPECIAL BUSINESSapprovals/sanctions as may be necessary,

6. To consider and if thought fit, to pass, with or consent and approval of the Company be and without modification(s), the following is hereby accorded to the appointment of Mr. resolution as an ORDINARY RESOLUTION: N.K. Bajaj as Chairman & Managing Director

thfor a fresh tenure of 5 years with effect from 17 “RESOLVED THAT Mr. Mohit Satyanand, who July, 2010 on a remuneration and other terms was appointed as an additional director of the & conditions as set out in the Explanatory thCompany by the Board of Directors, w.e.f. 27 Statement annexed hereto.

July, 2010 and who holds office up to the date

of Annual General Meeting, pursuant to RESOLVED FURTHER THAT pursuant to section 260 of the Companies Act, 1956, and section 198 and other applicable provisions of Article 133 of the Articles of Association of the the Companies Act, 1956, the remuneration by Company and in respect of whom the way of salary, perks, and allowances as set out Company has received a notice from a above be paid as minimum remuneration to Mr. member under section 257 of the Companies N.K. Bajaj or such minimum remuneration as Act, 1956, proposing his candidature, be and is permissible in Schedule XIII to the Companies hereby appointed as a Director of the Act, 1956 notwithstanding that in any financial Company, liable to retire by rotation.” year of the Company during his tenure as

NOTICE

1 Amrit Banaspati Company Ltd.

Chairman and Managing Director, the 2. Explanatory statements pursuant to section

Company has made no profits or profits are 173(2) of the Companies Act, 1956 are inadequate. annexed hereto.

RESOLVED FURTHER THAT the Board of 3. Corporate members intending to send their Directors/Remuneration Committee be and is authorized representative(s) to attend the hereby authorized to alter or vary the terms of Annual General Meeting are requested to send appointment of Mr. N.K. Bajaj, including

certified copy of the board resolution relating to remuneration, as it may, at its

authorizing such representative(s) to attend absolute discretion, deem fit from time to time,

and vote on their behalf.so as not to exceed the limits specified in

Schedule XIII to the Companies Act, 1956 4. Relevant information pursuant to clause 49 (including any statutory modification or re- IV(G)(i) of the Listing Agreement regarding enactment thereof for the time being in force) directors seeking appointment/re-or any amendments made thereto.” appointment, is given in the Corporate

Governance Report forming part of this Annual

Report.

5. The Register of Members and Share Transfer

Books of the Company will remain closed from thSaturday, the 18 day of September, 2010 to

thSaturday, the 25 day of September, 2010

(both days inclusive).

6. The dividend for the year 2009-10 on the equity

shares will be paid to those members whose

names appear in the Register of Members of ththe Company as on 25 September, 2010. In

respect of shares held in electronic form, the

dividend will be paid on the basis of beneficial

ownership position as at the end of the day on thNOTES : 17 September, 2010 as per data to be

furnished by National Securities Depository 1. ALimited (NSDL) and Central Depository

Services (India) Limited (CDSL) for this

purpose.

7. Members are requested to note that pursuant

to the provisions of section 205C of the

Companies Act, 1956, the amount of dividend

which remains unpaid/unclaimed for a period

of 7 years would be transferred to the “Investor

Education and Protection Fund” constituted by

the Central Government. Shareholders who

have not encashed their dividend warrant(s)

for the year 2006-07, 2007-08 and 2008-09

MEMBER ENTITLED TO ATTEND AND

VOTE AT THE MEETING IS ENTITLED TO

APPOINT ONE OR MORE PROXIES TO

ATTEND AND VOTE ON POLL INSTEAD OF

HIMSELF/HERSELF AND THE PROXY

NEED NOT BE A MEMBER OF THE

COMPANY. A BLANK PROXY FORM IS

ATTACHED AND IF IT IS INTENDED TO BE

USED, THE SAME, IN ORDER TO BE

E F F E C T I V E , S H O U L D B E D U LY

COMPLETED, STAMPED AND SIGNED AND

SHOULD REACH AT THE REGISTERED

OFFICE OF THE COMPANY NOT LESS

THAN FORTY EIGHT HOURS BEFORE THE

SCHEDULED TIME OF THE MEETING.

By Order of the Boardfor Amrit Banaspati Company Limited

Rajesh AggarwalPresident (Corp.) &

Company Secretary

Regd. Office: Patiala-Chandigarh RoadRajpura (Punjab)-140401Dated: 27th July, 2010


are requested to make claim with the Company the meeting to enable the management to

as no claim shall lie against the Fund or the keep the information ready.

Company in respect of individual amount once 12. The members/proxies are requested to bring credited to the said Fund.

their copies of Annual Report at the meeting

8. Members holding shares in physical form are since extra copies will not be supplied.

requested to intimate immediately to the 13. Members/proxies should bring duly filled Registrars & Share Transfer Agents of the

attendance slip sent herewith for attending Company, Mas Services Ltd., T-34, IInd Floor, the meeting. Members are also requested to Okhla Industrial Area, Phase II, New Delhi – mention DP ID and Client ID (in case of shares 110 020 quoting registered Folio No., change held in electronic form) and folio no. (in case of in their address, if any, with pin code number. shares held in physical form) in the attendance The following information to be incorporated slip for attending the Annual General Meeting on the dividend warrants may also be in order to facilitate their identification of furnished:membership.

(i) Name of sole/first joint holder and the folio 14. In case of joint holders attending the meeting, number

only such joint holder who is higher in the order

(ii) Particulars of Bank Account, viz. of names will be entitled to vote.

(a) Name of the bank15. In respect of the matters pertaining to Bank

(b) Name of the branch details, ECS mandates, nomination, power of

attorney, change in name/address etc., the (c) Complete address of the bank with members are requested to approach the

pin code number Company's Registrars and Share Transfer

Agents, in respect of shares held in physical (d) Bank account number allotted by the form and the respective Depository bank and nature of the account Participants, in case of shares held in (savings/current etc.)electronic form. In all correspondence with the

9. In terms of section 109A of the Companies Act, Company /Registrars and Share Transfer

1956, the shareholders of the Company may Agents, members are requested to quote their

nominate a person on whom the shares held account/folio numbers or DP ID and Client ID

by him/them shall vest in the event of his/their for physical or electronic holdings respectively.

death. Shareholders desirous of availing this 16. To facilitate trading in equity shares in facility may submit nomination in form 2B.

dematerialized form, the Company has

10. Copies of relevant documents can be entered into agreement with National Security

inspected at the registered office of the Depository Limited (NSDL) and Central

Company on all working days from Monday to Depository Services (India) Limited (CDSL).

Friday between 11 am to 2 pm upto the date of Members can open account with any of the

the meeting. depository participant registered with NSDL or

CDSL.11. Members desirous of seeking any information/

clarification on accounts or operations of the

Company are requested to write to the

Company at least 10 days before the date of


EXPLANATORY STATEMENTS PURSUANT deeply concerned with economic policy issues in

TO SECTION 173(2) OF THE the country and is Chairman of the Board of

COMPANIES ACT, 1956 Trustees of Liberty Institute, a policy think tank. An

investment analyst, he is Consulting Editor to Item no. 6 Outlook Money, the personal finance publication of

the Outlook group.Mr. Mohit Satyanand was appointed as an thadditional director of the Company on 27 July, The Board of Directors feel that the experience and

2010 by the Board of Directors pursuant to Section business knowledge of Mr. Mohit Satyanand will be 260 of the Companies Act, 1956 read with Article of immense value to the Company in pursuing its 133 of the Articles of Association of the Company. growth plans, and therefore, recommends his Mr. Mohit Satyanand holds the office of Director up appointment. to the date of the ensuing Annual General Meeting.

Except Mr. Mohit Satyanand, no other Director of The Company has received notice in writing from a

the Company is concerned or interested in the member along with a deposit of Rs. 500/- proposing

proposed resolution. the candidature of Mr. Mohit Satyanand for the

office of Director under the provisions of Section Item no. 7

257 of the Companies Act, 1956.

Mr. J.C.Rana was appointed as an additional Mr. Mohit Satyanand, aged 54 years, is M.A. in

thdirector of the Company on 27 July, 2010 by the Economics from Delhi School of Economics, Board of Directors, pursuant to Section 260 of the University of Delhi. He has over 30 years of Companies Act, 1956 , read with Article 133 of the managerial and entrepreneurial experience in Articles of Association of the Company. Mr. Indian industry and media. Beginning his career in J.C.Rana holds the office of Director up to the date sales & marketing management at M/s Hindustan of the ensuing Annual General Meeting. The Lever Ltd., he then set up the country's first Company has received notice in writing from a successful packaged snack food brand, Crax, in member along with a deposit of Rs. 500/- proposing 1984. From 1989 onwards, he played an advisory the candidature of Mr.J.C.Rana for the office of role in the success of snack food brand, 'Uncle Director under the provisions of Section 257 of the Chipps'. Simultaneously, he spearheaded the Companies Act, 1956.establishment of one of the country's first TV

production house, Teamwork Films, which was a Mr. J.C.Rana, aged about 53 years, is a corporate pioneer in game shows. He continues as Chairman executive having over 26 years of experience in the of Teamwork Films, which now creates and fields of finance, law, HR and secretarial. He is manages festivals of Indian performing arts at the graduate in Commerce and Law from Delhi most prestigious venues across the world. University, post graduate in Labour Laws and

Management and qualified Company Secretary & Besides being on the Boards of Amrit Corp. Ltd. and fellow member of the Institute of Company other companies, Mr. Mohit Satyanand is also on Secretaries of India. Mr. J.C.Rana has worked with the Board of M/s DFM Foods Ltd., the Indian and multi-national companies in various manufacturers of Crax, and is a management capacities as Corporate Resources Head, advisor to Delhi Flour Mills, India's largest wheat Company Secretary & Legal Counsel and presently processing firm. Mr. Mohit Satyanand helped he is working as Executive Director of Amrit Corp. establish Amrit Learning, which provides quality Ltd. Mr. J.C.Rana has, in the past, successfully English language learning through its six centers in handled revival & turnaround of businesses, raising Delhi, and is on the Board of the Company. He is


of projects & working capital funds from capital & (1) Basic Salary

money markets and corporate restructuring.Rs. 2,00,000 per month in the Grade 2,00,000-

The Board of Directors feel that the experience and 25,000-4,00,000

business knowledge of Mr. J.C.Rana will be of (2) Perquisites and allowancesimmense value to the Company in pursuing its

growth plans, and therefore, recommends his (i) The Chairman and Managing Director appointment. shall also be entitled to perquisites and

allowances like furnished accommodation Except Mr. J.C.Rana, no other Director of the or house rent allowance in lieu thereof Company is concerned or interested in the subject to a ceiling of 60% of the salary, proposed resolution. house maintenance allowance together

Item no. 8 with reimbursement of expenses or

allowances for utilities such as gas, Consequent to restructuring of erstwhile Amrit electricity, water, furnishings, repairs, Banaspati Company Ltd. (now Amrit Corp. Ltd.) and servant' salaries, medical reimbursement demerger of the edible oils & paper businesses for se l f and dependent fami ly, pursuant thereto, Mr. N.K. Bajaj was appointed as accident/Keyman Insurance, Leave travel Chairman & Managing Director of all the three concession for self and family, club companies, namely, Amrit Corp. Ltd., ABC Paper membership subject to maximum of two Ltd. and Amrit Banaspati Company Ltd. with the clubs, provided that such perquisites and approval of the Central Government for a period of allowances put together will be restricted

st five years with effect from 1 April, 2007. Mr. N.K. to an amount equal to his annual salary.Bajaj, however, had been drawing remuneration

(ii) For the purpose of calculating the above only from ABC Paper Ltd.

ceiling, perquisites and allowances shall There has been restructuring of shareholding be evaluated as per Income-tax Rules, amongst the promoters of the Companies and, wherever applicable. In the absence of therefore, Mr. N.K.Bajaj has resigned from the such Rules, perquisites and allowances office of Chairman & Managing Director and as shall be evaluated at actual cost.Director of ABC Paper Ltd. w.e.f. 16.07.2010.

(iii) Provision for use of Company's car for Further, Mr. J.K.Khaitan has resigned from the

official duties and telephone at residence office of Vice-Chairman & Managing Director and

shall not be included in the computation of as Director of the Company w.e.f. 16.7.2010.

perquisites and allowances for the In view of the above changes, the Board of purpose of calculating the said ceiling. Directors of the Company in their meeting held on Personal long distance calls on telephone

th27 July, 2010 resolved to determine the existing and use of car for personal purposes shall appointment of Mr. N.K.Bajaj as Chairman & be billed by the Company.Managing Director without remuneration and

(iv) Company's contribution to provident fund appoint him afresh as Chairman & Managing and Superannuation fund or annuity fund Director of the Company with remuneration for a

th to the extent these either singly or fresh tenure of 5 years w.e.f. 17 July, 2010 on the together are not taxable under the Income remuneration and other terms & conditions as given Tax Act, gratuity payable as per the rules here-under.of the Company and encashment of leave


at the end of the tenure shall not be inadequate profits, graded remuneration has

included in the computation of limits for been prescribed in Schedule XIII.

the remuneration or perquisites aforesaid.The net profit before tax of the Company for the

(3) Commission financial year 2009-10 as computed under Section

349 of the Companies Act, 1956 (i.e. for the Such remuneration by way of commission in purpose of managerial remuneration) was addition to the salary, perquisites and Rs.1346.51 lacs, as per the Profit & Loss Account allowances upto 1% of the net profits subject to for 2009-10. The proposed remuneration of a ceiling of 50% of the Annual Salary Chairman & Managing Director is therefore within calculated with reference to the net profits of ceiling of 5% of the net profit for the financial year the Company in a particular financial year as 2009-10.may be determined by the Board of Directors at

the end of each financial year and further The special resolution set out in item no. 8 is

subject to the overall ceilings as stipulated in intended to obtain approval of the members to the

the section 198 and 309 of the Companies Act, appointment of Mr. N.K.Bajaj as Chairman and

1956. Managing Director of the Company for a period of 5 thyears w.e.f. 17 July, 2010 and the Board

(4) Mr. N.K. Bajaj will not be entitled to sitting fees recommends the acceptance thereof.

for attending meetings of the Board or

Committee (s) thereof. The appointment of Mr. N K Bajaj as Chairman and

Managing Director have been approved by the (5) Mr. N.K. Bajaj shall not be liable to retire by

Remuneration Committee of the Board of Directors.rotation.

The explanatory statement and the resolution at In accordance with the provisions of 198, 269 & 309

item No. 8 of the notice is and may be treated as an read with Schedule XIII of the Companies Act,

abstract of the terms and memorandum of interest 1956, the companies can, on their own, appoint and

pursuant to the provisions of section 302 of the remunerate its managerial personnel (i.e.

Companies Act, 1956.managing director, whole-time director, etc.) within

the laid-down parameters without going to the Mr. N.K.Bajaj is interested in the resolution. Mr.

Central Govt. for approval. According to the A.K.Bajaj and Mr. V.K.Bajaj, being related to him

guidelines laid down in Schedule XIII of the may also be deemed to be interested in the said

Companies Act, 1956: resolution.

(a) The remuneration payable by a Company No other director of the Company is concerned or

having adequate net profit shall not have any interested in the resolution.

restriction on the nature or quantum of

remuneration payable by the Company to its

managerial personnel so long as the

remuneration paid during any financial year is

within 5% of its net profit where there is only

one managerial personnel and up to 10% of its

net profit where the managerial personnel are

more than one, of that financial year;

(b) In the case of companies having no profits or


By Order of the Boardfor Amrit Banaspati Company Limited

Rajesh AggarwalPresident (Corp.) &

Company Secretary

Regd. Office: Patiala-Chandigarh RoadRajpura (Punjab)-140401Dated: 27th July, 2010

Dear Shareholders,

th stYour directors have pleasure in presenting the 25 Annual Report of the Company for the year ended 31 March, 2010.

Financial Results

(Rs. in lacs)

2009-10 2008-09

Net Sales 80636.31 80601.71

Earnings before Interest, Depreciation and Tax (EBIDTA) 1944.20 1294.38

Less: Interest 356.45 504.77

Profit before Depreciation (PBD) 1587.75 789.61

Less: Depreciation 358.85 297.32

Profit Before Tax (PBT) 1228.90 492.29

Less: Provision for taxation

- Current Tax (incl. wealth tax) 309.23 55.25

- Deferred Tax 121.86 131.56

- Fringe Benefit Tax -- 20.18

- Prior period taxes (0.34) 2.93

Add: MAT credit entitlement -- 53.47

Profit After Tax (PAT) 798.15 335.84

Balance brought forward from previous year 1164.53 1231.07

Profit available for appropriation 1962.68 1566.91

Appropriations

Proposed dividend on equity shares 147.26 110.44

Dividend on preference shares -- 4.62

Corporate tax on dividend 25.03 19.56

Transfer to general reserve 59.86 16.79

Transfer to Capital Redemption Reserve -- 250.97

Balance carried forward to Balance Sheet 1730.53 1164.53


DIRECTORS' REPORT

capacity utilization as the Company relied more on Dividendin house production leading to low dependence on

Your Directors are pleased to recommend dividend outsourcing besides ensuring wider spread of fixed @ Rs. 2.00 per share (i.e. 20%) on the Equity overheads. As such, total production of vanaspati

stShares of Rs.10/- each for the year ended 31 and refined oils increased by 18% while the March, 2010, as compared to Rs.1.50 per share purchases declined by 15% during the year ended (i.e.15%) in the previous year. 31.03.2010, as compared to the previous year.

Operational and Financial Performance During the year under review, the Company suspended the rice business being unviable at

During the year under review, the net sales of present. However, the Company ventured into the Rs.80,636.31 lacs is almost the same as that of the marketing of soya nuggets, which received good previous year though volumes grew by 12% in response from the consumers. The Company is in comparison to previous year. The reason for static the process of increasing its retail distribution. sales is low pricing of raw oils for substantial part of the year and consequently lower sales realization. During the year, the Company executed projects, The operating profit (EBIDTA), however, increased namely, upgradation of winterization plant, by 50% to Rs 1944.20 lacs as against Rs. 1294.38 renovation of packing section and addition of oil lacs in the previous year. The profit after tax storage capacity, to augment the capacity of table recorded handsome growth of over 138% at margarine and to achieve higher efficiencies in Rs.798.15 lacs as against Rs.335.84 lacs in the packing and oil storage sections.previous year.

Management Discussion and Analysis The financial year 2009-10 was full of challenges Reportand opportunities for the Company. The global

The management discussion and analysis report financial recession and economic downturn had for the year under review, as stipulated under significant impact on all sectors of the economy and clause 49 of the Listing Agreement with the stock has taken a heavy toll around. The edible oil exchanges, is presented in a separate section industry was no exception. However, due to forming part of this Annual Report.relatively income-inelastic demand for food items in

general and edible oil in particular, the edible oil Fixed Deposits industry was more resilient than other sectors in

responding to economic crises.Your Company had an aggregate deposit of Rs. 262.80 lacs (previous year Rs. 157.81 lacs) as on Nevertheless, the volatility in edible oil prices, partly

st31 March, 2010 from public and shareholders fueled by recession and partly due to the inherent under the public deposit scheme of the Company price volatility in the global vegetable oil market framed under section 58A of the Companies Act, posed a challenge to the Company as it is heavily

st1956. There were no overdue deposits as on 31 dependent on imports for its basic raw material i.e. March, 2010, nor there was any failure in making Palm oil/Soya bean oil. repayment of fixed deposits and interest due

Your Company has taken aggressive steps to meet thereon in terms of the conditions of public deposit the challenges through major initiatives in process scheme. improvement and efficient working capital management. Judicious oil buying, better foreign Directorsexchange risk management and saving in logistics

Consequent to restructuring of shareholding cost by using railway mode for transportation of raw amongst the promoters of the Company, Mr. imported oil from kandla port to the Company's J.K.Khaitan resigned both as Director on the Board factory enabled us to achieve higher profitability of Directors as well as from the office of Vice-despite tough market conditions. The Company Chairman & Managing Director of the Company also undertook various cost effective measures w.e.f. 16th July, 2010. Mr. Pavan Khaitan, Mr. L.M. such as saving in cost of production and maximum


Suri and Mr. H.S.Goenka have also resigned from limit in pursuance of the provisions of Companies the directorship of the Company w.e.f. 16th July, Act, 1956.2010. The Board has placed on record its

Listing of Sharesappreciation for the valuable services rendered by Mr. J.K.Khaitan, Mr. Pavan Khaitan, Mr. L.M. Suri

During the year under review, the Company's and Mr. H.S. Goenka for the growth and

equity shares continue to be listed at the Bombay development of the Company.

and Delhi Stock Exchanges and annual listing fees for the year 2010-11 have been paid to these Mr. S.C.Agarwal, Sr.Executive Director, was not Exchanges.keeping in good health for the last few months and

has, therefore, retired from the services of the Directors' Responsibility StatementCompany and has resigned as Director of the

stCompany w.e.f. 1 May, 2010. Your Directors have Pursuant to the provisions of Section 217 (2AA) of placed on record its appreciation for the valuable the Companies Act, 1956, your Directors confirm :services rendered by Mr. S.C.Agarwal for the

(i) that in the preparation of the annual accounts, growth and development of the Company.the applicable accounting standards have been followed alongwith proper explanation Mr. Mohit Satyanand and Mr. J.C.Rana have been relating to material departures;appointed as Additional Directors by the Board of

thDirectors in the meeting held on 27 July, 2010. Mr. (ii) that the accounting policies selected and

Mohit Satyanand and Mr. J.C.Rana retire at the applied are consistent and the judgments and

ensuing Annual General Meeting of the Company estimates made are reasonable and prudent

and being eligible offer themselves for re-so as to give a true and fair view of the state of

appointment. affairs of the Company as at the end of the financial year and of the profit or loss of the In accordance with the provisions of the Companies Company for that period ;Act, 1956 and the Articles of Association of the

Company, Mr. A.K.Bajaj and Mr. M.L.Sarin retire by (iii) that proper and sufficient care has been taken rotation and are eligible for re-appointment. for the maintenance of adequate accounting

records in accordance with the provisions of Auditors the Companies Act, 1956, for safeguarding the

assets of the Company and for preventing and The Company's Auditors M/s V. Sahai Tripathi &

detecting fraud and other irregularities;Co., Chartered Accountants, hold office upto the conclusion of the ensuing Annual General Meeting. (iv) that the annual accounts have been prepared The Company has received requisite certificate on a going concern basis. from them pursuant to section 224(1B) of the

Conservation of Energy, Technology Companies Act, 1956, confirming their eligibility for re-appointment as Auditors of the Company. Absorption and Foreign Exchange

Earnings & OutgoCost Audit

A statement containing necessary information The Board of Directors has re-appointed M/s R.J. required under the Companies (Disclosure of Goel & Co., Cost Accountants, Delhi, as the cost Particulars in the Report of Board of Directors) auditors of the Company under section 233B of the Rules, 1988, pertaining to conservation of energy, Companies Act, 1956 for the financial year 2010-11 technology absorption and foreign exchange and requisite approval has been received from the earnings & outgo is annexed and forms part of this Central Government. The Cost Audit Report for the Report.

styear ended 31 March, 2010 will be forwarded to the Central Government within the statutory time


Health: Your Company has been consistently Particulars of Employeesholding blood donation camps annually for the last

The particulars of employees as required under 20 years in association with PGI Chandigarh. The section 217(2A) of the Companies Act, 1956 read Company has also been regularly hosting free with Companies (Particulars of Employees) Rules, medical camps for inhabitants of near by villages in 1975, are set out in the Annexure which forms part which free medicines are also distributed to needy of this Report. However, as per the provisions of persons.section 219(1)(b)(iv) of the said Act, the Report and

Community services: Your Company has accounts are being sent to all the members of the installed a number of Prerna Pyaoos at different Company excluding the aforesaid information. This locations in the city in order to provide clean statement shall be made available for inspection by drinking water to people.any member during working hours for a period of 21

days before the date of the Annual General Environment: Your Company has in place system

Meeting. Any member interested in obtaining such for controlling and monitoring discharge complying

particulars may write to the Company Secretary at with environmental standards and legislations.

the Registered office of the Company, and such Several environmental initiatives are taken from

member will be provided with a copy of the same.time to time such as energy conservation measures and waste management, to ensure cleaner and Corporate Governancehealthier environment.

Pursuant to clause 49 of the Listing Agreement, a Human Relations separate Report on Corporate Governance along

with certificate from the Statutory Auditors Human and Industrial relations remained cordial

regarding compliance of the conditions of and satisfactory during the year. Your directors

Corporate Governance is annexed and forms part place on record their sincere appreciation to the

of the Annual Report. contributions made by the employees and workers towards the success of the Company.Corporate Social Responsibility

AcknowledgementYour Company is fully aware of its responsibilities as a corporate citizen and seeks to achieve its

Your directors convey their sincere thanks to the social responsibility by focusing on the following

investors, dealers, vendors, business associates, areas:

suppliers, bankers & various Central and State Government Authorities and customers for their Education: The Company has adopted two consistent co-operation and support to the schools situated in nearby villages and has Company.appointed teachers for imparting informal/basic

education to the poor & needy children. The Company also provides material such as free notebooks, books, stationery, clothes , Jerseys for summer and winter, shoes, etc. Financial aid is also provided to these schools from time to time for renovation / construction of schools buildings, furniture, provision of clean drinking water and other basic amenities. Your Company has also been regularly sponsoring different events such as quiz, seminars and conferences in the nearby Management and Engineering Institutes.

N.K. BajajChairman &

Managing DirectorPlace : RajpuraDate : 27th July, 2010

For and on behalf of the Board


STATEMENT CONTAINING PARTICULARS PURSUANT TO COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988, AND FORMING PART OF THE DIRECTORS' REPORT

I. CONSERVATION OF ENERGY

(a) Energy conservation measures Energy conservation continued to be the priority area of your taken Company. Energy conservation measures taken during the

year included:

2 Installation of turbo ventilators in process house & packing section. This resulted in not only saving of power but also reduction in room temperature of process house/shop floor.

Productivity of plant has been increased due to:

Reduction in down time of machinery by effective maintenance.

Uninterrupted power supply with the help of in-house Captive power plant.

With increase in productivity of plant, utilities consumption has been reduced specially power consumption.

Besides above, the Company continued to follow the basic energy conservation measures such as:

Constant replacement of outdated energy intensive equipments with latest technology energy saving equipments.

Timely maintenance of machines.

Effective control on utilization of energy.

Mostly automated machines, thus eliminating idle running of equipments.

During the previous year, the Company had installed captive power plant 1.355 MW with biomass steam boiler 22TPH & 45Kg/cm2 involving project cost of Rs. 960 lacs. With the installation of this plant, not only the power cost had reduced significantly but the Company was able to effectively meet the problem of acute power shortage in Punjab.

(b) Additional investments and The Company will continue its efforts in replacement/ proposals modification of inefficient equipments and upgradation of

technology.

Through continuous energy conservation measures taken by (c) Impact of the measures at (a) and the Company, the cost of power is optimum as compared to (b) above, for reduction of energy total cost of production.consumption and consequent

impact on the cost of production of goods:

2

2

2

2

2

2

2

2


ANNEXURE

(d) Total energy consumption and consumption per unit of production as per Form A

2009-10 2008-09

A. Power and Fuel Consumption

1. Electricity

a. PurchasedUnit (KWH) 5099200 10760100Total Amount (Rs.) 26047120 47367110Rate/Unit (Rs.) 5.11 4.40

b. Own generation through power plantUnit (KWH) 7996900 1349490Rice husk (for turbine)(MT) 3743 1334Unit per MT of rice husk 2136.49 1011.61Total cost (Rs.) 26365610 4691408Cost/unit (Rs.) 3.30 3.48

c. Own generation through diesel generatorUnit (KWH) 471601 273206HSD for generator 147060 83688Value of diesel (Rs.) 4282367 2491722Cost/unit (Rs.) 9.08 9.12

2. Hydrogen gasQuantity (M3) 520722 586285Total Cost 12115412 12193088Rate/unit (Rs.) 23.27 20.80

3. OthersRice husk for boilerQuantity (MT) 42824 40275Total cost (Rs.) 141583596 141639964Rate/unit (Rs./MT) 3306 3517

HSD for thermo fluid heaterQuantity (ltr.) 313402 231076Total cost (Rs.) 9126223 6880072Rate/unit (Rs./ltr.) 29.12 29.77

B. Consumption per unit (MT) of production Production 136425 115825Electricity (Kwh) 99 107Rice husk (Kg.) 314 348HSD (ltr.) 2.30 2.00


II. TECHNOLOGY ABSORPTION

Research and Development

1. Specific area in which R&D The Company has a separate and full fledged Researchcarried out by the Company & Development (R&D) department with well equipped

laboratories and well qualified technical manpower wherein work is carried out for the improvement of quality of existing products and development of new products & processes for improving efficiency and cost reduction.

2. Benefits derived as a result of 2 better quality products in line with highest qualityabove R&D standards for maximum consumer satisfaction.

2 better market penetration.

2 Change in formulation of products like table margarine has resulted in healthier product without use of hydrogenated oils .

2 Reduction in trans fatty acids in bakery shortening.

2 The Company has been able to reduce effluent water generation as a result of process modification resulting in less environmental pollution, cost saving and process efficiency.

2 The other benefits derived from R&D are increase in overall efficiency, reduction in cost of production and higher productivity.

3. Expenditure on Research and 2009-10 2008-09Development

Capital Nil Nil

Recurring 29.58 22.67

Total 29.58 22.67

Turnover 80778.62 80806.64

Total R & D expenditure 0.04 0.03as a % of turnover

Technology absorption, adaptation and innovation

1. Efforts in brief made towards Efforts are continuously being made to achieve highertechnology absorption, adaptation productivity, reduction in production cost and and innovation reduction in wastage.

2. Benefits derived Benefits derived as a result of above efforts are product improvement, cost reduction and product development. The technology developed for some of the products indigenously through R&D are :

2 Bakery shortening with low trans fatty acids2 Table margarine slabs2 Peanut butter2 Cake jel2 Bread improver

Required Plant & equipment may be set up after ascertaining market potential.

3. Imported technology The Company has not imported any technology nor entered into any technical collaboration with any party during the last 5 years.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars with regard to foreign exchange earnings and outgo appear on page 56 of the Annual Report and Accounts.


N.K. BajajChairman & Managing Director

Place : RajpuraDate : 27th July, 2010

For and on behalf of the Board

Macro economic overview Industry structure

The financial year 2009-10 witnessed Indian The Company is primarily engaged in the economy bouncing back from the global economic manufacturing and marketing of vanaspati, bakery slowdown as it responded well to the fiscal stimulus shortenings, refined & filtered edible oils and packages given by the Govt. to counter global marketing of salt and soya nuggets.financial crises. The economy stabilized in the first

India is among the largest vegetable oil economies quarter of 2009-10 itself, when it clocked a GDP

in the world next only to USA, China, Brazil and growth of 6.1 % as against 5.8% in the fourth

Argentina with annual turnover of approx. Rs. quarter of 2008-09. Again in the second quarter of

80,000 crores. India's consumption of vegetable oil 2009-10, the economy grew by 7.9%, year on year

was approx. 15.5 million tonnes in the 2009-10 oil basis. The recovery is particularly impressive

year with 8.5 million tonnes coming from imports, despite a decline of 0.2% in agricultural output

while the per capita consumption was 13.1 Kg. in mainly due to sub-normal monsoon. For the whole

the current year as against last years level of financial year 2009-10, the GDP grew by 7.5%

12.86 Kg. giving strong signals that the economy is already back on its growth path of 9%. Recent Developments in Industry

A major area of concern during the year 2009-10 Global financial recession has effected each and was the emergence of double digit food inflation every segment of the economy and edible oil especially in the second half of the year, which industry is no exception. However, the industry was stood at 17.9% for the week ended January 30, more resilient than other sectors in responding to 2010. The alarmingly rising inflation is being the economic crises, as being basic necessity, the attributed to supply bottlenecks in certain essential demand for edible oil is less price inelastic than commodities due to erratic monsoon coupled with other necessities.gradual hardening of fuel product prices getting

The productivity of oil seeds is lagging far behind transmitted to non food items, as well. The Govt. the ever increasing demand which is fueled to a has already taken certain concrete steps to curb the large extent by demographic pressure and also due inflation and ensure better management of food to increase in per capita income. This has resulted security in the country.


Indian vegetable oil

industryaccounts forWORLD'

17.5% of total oilseed area

8.3% of total output

8% of oilmeal production

11% of edible oil import

9.3% of total oil consumption

MANAGEMENT DISCUSSION & ANALYSIS

in unprecedented rise in imports. Thus, India, plantations in the Malaysian and Indonesian meets about 55% of its 15.5 million tonnes of edible regions to procure raw material direct from the oil demand through imports from Indonesia, source and thus strategically placing themselves in Malaysia, Argentina, Brazil and America. a better and advantageous position as compared to

other players in the industry. Diversion of vegetable oil (traditionally perceived as food item) for use a fuel (biodiesel) has created Risks and concernsnexus between crude oil prices on the one hand

While demand for edible oil is expected to expand and vegetable oils on the other hand and has rapidly because of increasing population and rising opened up a new demand segment. Crude oil incomes, there are uncertainties on the supply side. prices influence the price of vegetable oils and both Land shortage, water constraints, climate change tend to move in same direction. Thus the volatility and global warming has added a new dimension to associated with crude oil prices is getting the challenges faced by the industry. automatically transmitted to edible oils in addition to

inherent volatility of edible oils as such. The dynamics of the industry is not limited to its own market fundamentals of demand and supply. Non Commodities including vegetable oils have started fundamental factors such as politics, inflation, emerging as an asset class and form part of investor interest, government policies, and liquidity investors portfolio diversification program. Hence, also plays a pivotal role. the global macroeconomic environment and the

sentiments prevailing in the commodities market Some of the prominent risks to which the Company have also started influencing the dynamics of is exposed are:vegetable oil industry.

2 Availability of raw material (i.e. crude palm Another change taking place in the Indian edible oil oil/soya bean oil) is mainly dependent on sector is that the industry is getting consolidated weather conditions prevailing in the exporting with dominance of larger organized players in the countries. Bad weather conditions such as market having huge port based facilities and drought and dry threatens the oil seed yieldenjoying economies of scale. As a result small

2 Low operating margins regional unorganized players have been rendered uncompetitive and many of them have been 2 Fluctuating prices of edible oils pose a virtually wiped out from the market. With the challenge to the importers in India especially proposed introduction of GST and larger when we are in phase where dramatic increase dependence on imported oil, the remaining regional in imports is expected to meet the ever players will find it very difficult to survive. increasing demand

In recent years, there has been an increasing 2 Uncertainty due to Govt. policies awareness and concern regarding health and

2 Volatility in foreign exchange market as the nutrition benefits of food in general and edible oil in Company has to depend on imports for its main particular and hence the focus of industry has raw material i.e. crude palm oil/soya bean oilinclined more towards that of health. Industry

players have started advertising heavily on health Risk Managementbenefits associated with consumption of various types of edible oil. For managing all risks associated with economy,

regulations, competition etc., the Company has a Threats well defined framework wherein the risks

associated at each level are recognized and Fully integrated multi national giants with efficient appropriately reported to the Board for assessment distribution & supply chain management system and minimization process. and modern plants have rushed in the Indian

market to tap the vast unexploited market. They are To minimize the risk of stock losses due to able to command higher quality with lower costs, fluctuation in oil rates, inventory upto a maximum lower overheads, minimum losses and decreased of one month is kept which is sufficient to meet the input costs. Many of have them have acquired palm production requirements.


The risk of adverse exchange rate movement growing commodity in terms of consumption.arising due to purchase of imported oil is minimized

With the growing health & quality consciousness by using forward booking of US $.

among consumers, emergence of organized retail Market risk arising out of competition is managed in India and plummeting price differences between by focusing on cost reduction measures and packaged and non-packaged edible oils, the servicing the market by supplying quality products packaged/branded edible oil market which is at competitive prices. Time to time sales promotion presently constituting only 20% of total edible schemes catering to dealers, retailers and consumption has huge untapped potential and is consumers are also being offered at par with expected to capture 50% of the market share within competitors. three years. Due to increase in health

consciousness, consumers even in the smaller Financial and operating performance towns are gradually shifting to packaged edible oils

from loosely sold oils. As a result, the packaged The shareholders may refer to Directors' Report edible oil industry in India is growing at 10% forming part of this Annual Report for detailed annually.analysis on financial and operating performance of

the Company during the year under review. The consumption of packaged snack foods have increased manifold over a period time, keeping in Outlooktrend with western culture. This particular industry

Growth in population and increase in living being heavily dependent on quality edible oils is standard of people will boost the demand for another potential area of growth. vegetable oils to higher levels, while bio fuel usage

Another area of opportunity being thrown open with will also play a critical role. According to some integration and consolidation in industry and projections, as a much as 20% of global vegetable cheaper imports is the elimination of small oil production may go for bio fuel over the next 10 unorganized players. This has lead to margin years. However, Bio fuels have limited role in India becoming better in organized sector besides due to land limitation and food security issues.ensuring level playing field and healthy

The indigenous output will trail much behind the competition. demand scenario given the dismal productivity

The Company is all set to take up the opportunities level and the supply gap is expected to become as it boosts one of the best product range which wider. The level of import dependence which is meets the standards of stringent quality control. nearly 55% is set to rise further. Other factors which

will fuel more dependence on imports are lower The USPs currently being enjoyed by the Company import tax on refined oils and rising consumption which gives it a competitive edge are:due to increasing population and higher per capita

2 Economies of scaleincome. Already in the year 2009-10, India reclaimed its position as number one edible oil 2 Marketability of products backed byimporter after six years, leaving behind China.

* Established market for quality products Global vegetable oil scenario being very complex based on popular brand names such as with interaction of a number of factors that influence Gagan & Ginnidemand and supply, risk management will play a

* Strong distribution network comprising of very significant role in the times to come. approx. 1000 dealers, more than 1 lac Management of volatility in oil prices and currency retail dealers and around 36 depots in volatility will also play a critical role. various states

Opportunities* Complete range of products such as

The demand for fats and oils is bound to increase various types of refined oils under the with growth in population and increase in the living “Ginni Refined Oils” umbrella like standard of people. It is expected that once groundnut, cotton seed, rice bran, economy comes out of the recession fully, the soyabean, sunflower and palm oil, and vegetable oil could become one of the fastest vanaspati, kacchi ghani mustard oil and


salt under the brand “Gagan”. Besides adequate and appropriate financial reporting, this, the Company is also making bakery compliance with applicable laws and regulations shortening, table margarine and other and safeguard of assets.specialty products

For this purpose, auditors have been appointed to 2 Robust production and R&D department conduct internal audit. The observations of the

internal auditor are reported to the senior 2 Seamless and efficient supply chain

management for d iscuss ion and the management

recommendations are implemented appropriately. In keeping up with the industry trend and consumer

The internal audit report is placed before the Audit demand, the Company is paying more emphasis on

Committee on quarterly basis, alongwith significant refined oils and specialty products. The Company is

audit observations of the internal auditors. The also planning to import plant & machinery from

Audit Committee reviews the adequacy and Germany for increasing the production of bakery

effectiveness of internal control system and shortening and margarine with additional facility of

suggests improvement in it from time to time. slab packing of Table Margarine.

Human ResourcesFor health conscious consumers, the Company forayed into the marketing of soya nuggets. Your Company considers its employees as an Nuggets are perceived to have tremendous asset and it continuously strives to provide healthy potential partly due to its being Protein rich and and congenial work atmosphere. Various partly because it conveniently replaces costly developmental programmes both personality vegetables and dal. The product has been well development and professional development are received by the consumers and the Company is in being organized from time to time for sharpening the process of increasing its retail distribution. their skill and updating their professional

knowledge. Appropriate performance appraisal Middle income group is fast coming up as potential system is in place for creating better accountability consumers. To cater the demands of this particular and demarcation of responsibilities among segment, the Company plans to introduce new employees. Your Company had total 470 SKUs in order to ensure wider reach and

stemployees as on 31 March, 2010.acceptability of Company's products.

Cautionary StatementISO Certification and ERP

Statements in the Management Discussion and The Company is accredited with ISO 9001:2008 Analysis may be “Forward Looking Statements” certification which is renewed on regular basis. The within the meaning of present business conditions Company had been pioneer in edible oil industry to and applicable laws and regulations. Actual results implement ERP across entire organization. It has could differ materially from those expressed or substantially contributed towards increased implied. Important factors that could make a efficiency and productivity at all levels.difference to the Company's operations include,

Segment wise Performance economic conditions, demand and supply, price situation, Indian and overseas market, changes in

The Company is primarily engaged in the business government rules and regulations and other

of edible oils only, hence it has only one segment. incidental factors. Moreover, though the data and

The Company is also engaged in the trading of salt information provided in the statement are based on

and soya nuggets but since their turnover is less sources believed to be reliable, the Company is not

than 10% of the total turnover, is not considered as r e s p o n s i b l e f o r i t s a c c u r a c y a n d

segment as per AS-17 issued by I.C.A.I. comprehensiveness. Shareholders are hence cautioned to conduct their own investigation and Internal control systems and their analysis before taking any action based on the adequacyinformation of this Report.

The Company has well defined internal control mechanism to ensure efficiency of operations,



Company's Philosophy on Code of Governance

The philosophy of Amrit Banaspati Company Limited (ABCL) on corporate governance envisages

attainment of highest standards of transparency, accountability, equity and integrity in its operations and

dealings with all its stakeholders comprising of shareholders, employees, creditors, bankers, government

and last but not least the society at large. We at ABCL believe that corporate governance is not merely a set

of rules but it is the way a “Corporate” is run and managed so that the interests of all its stakeholders are

secured.

Thus, the entire corporate structure of ABCL strive to be consistent with not only the provisions of clause 49

of the Listing Agreement in letter and spirit but also to adhere to unwritten rules of good corporate

governance emanating from ethical behaviour, fair play and sense of justice.

I. Board of Directors

1. Composition

Clause 49 of the Listing Agreement provides that the Board of Directors of a company shall have an

optimum combination of executive and non-executive directors with not less than fifty percent of the

Board of Directors comprising of non-executive directors. Where the Chairman of the Board is a non-

executive director, at least one-third of the Board should comprise of independent directors and in case

he is an executive director, at least half of the Board should comprise of independent directors.

As on 31.03.2010, the Company had total 12 directors with composition as under:

Executive directors -- 3

Non executive non independent directors -- 3

Non executive independent directors -- 6

Total --12

Thus, in accordance with clause 49 of the Listing Agreement:

Ÿ Not less than 50% of the Board comprised of non executive directors.

Ÿ Since the Chairman is executive director, the number of independent directors was one half of the

Board.

All the directors have informed the Company about the committee positions they occupied in other

companies as on 31.03.2010.

The names and categories of the directors on the Board, their attendance at the Board meetings and

Annual General Meeting held during the year and number of Committee Chairmanship/ membership

held by them in other companies are given herein below:

REPORT ON CORPORATE GOVERNANCE(As per clause 49 of the Listing Agreement entered into with the Stock Exchanges)

1. During the year 2009-10, five (5) Board meetings were held.2. Last AGM was held on 12.09.2009.3. Directorships in foreign companies, private companies, associations excluded. None of the directors of the Company is

director in more than 15 companies in terms of section 275 of the Companies Act, 1956.4. In accordance with clause 49 of the Listing Agreement, Audit Committee and Shareholders'/Investors' Grievance Committee

alone have been considered. As mandated by clause 49 of the Listing Agreement, none of the directors is member of more than 10 aforesaid Committees, nor is Chairman of more than five such Committees.

5. Mr. Romesh Lal, who is the Chairman of Audit Committee and Remuneration Committee was present at the last Annual General Meeting of the Company held on 12.09.2009 to answer shareholders' queries.

6. Inter se related directors are1. Mr. J.K. Khaitan & Mr. Pavan Khaitan2. Mr. N.K. Bajaj, Mr. V.K. Bajaj & Mr. A.K. Bajaj

st7. Mr. S.C. Agarwal resigned w.e.f. 1 May, 2010. Mr. J.K. Khaitan, Mr. Pavan Khaitan, Mr. H.S. Goenka and Mr. L.M. Suri thresigned w.e.f. 16 July, 2010.

Name of the Attendance No. of No. of Committeedirectorships in memberships in other

3 4other companies companies as

Board Last Chairman Member1 2meeting AGM

Executive directors

Mr. N. K. Bajaj 5 Yes 7 1 2Chairman &Managing Director

7Mr. J. K. Khaitan 5 Yes 5 -- 2Vice Chairman &Managing Director

7Mr. S.C. Agarwal 5 Yes -- -- –Senior Executive Director

Non executive nonindependent directors

7Mr. Pavan Khaitan 5 Yes 2 -- 1

Mr. A. K. Bajaj 4 No 4 -- 1

Mr. V. K. Bajaj 3 Yes 5 -- 1

Non executiveindependent directors

5Mr. Romesh Lal 4 Yes 2 -- 17Mr. H. S. Goenka 5 Yes 1 -- –

7Mr. L. M. Suri 5 Yes 1 -- –

Dr. B. S. Bhatia 5 Yes 1 -- 1

Mr. M. L. Sarin 3 No -- -- –

Mr. V. K. Sibal 5 Yes -- -- --

6Directors


2. The number of equity shares held by non executive directors as on 31.03.2010 was as under:

Name of the director Number of equity shares held

Mr. Pavan Khaitan 63829

Mr. A.K. Bajaj 75738

Mr. V.K. Bajaj 70237

Mr. Romesh Lal 125

Mr. H.S. Goenka --

Mr. L.M. Suri 125

Dr. B.S. Bhatia --

Mr. M.L. Sarin 2950

Mr. V.K. Sibal --

The Board of Directors meet atleast once in a quarter to review operations of the Company and financial results, and more often, if there are other business to transact.

The time gap between any two Board meetings was not more than four months.

4. Information supplied to the Board

The Company Secretary in consultation with the Chairman & Managing Director finalizes the agenda papers which are circulated to the Board members well in advance of each meeting. Where it is not practical to attach any document to the agenda, the same is tabled before the meeting. In addition to regular business items, the following items/information are also placed before the Board, wherever applicable:

Ÿ Compliance reports of all laws applicable to the Company, as well as steps taken by the Company to rectify instances of non-compliances, if any.

Ÿ Annual operating plans, budgets and updates.

Ÿ Capital budgets and updates.

Ÿ Production, sales and financial performance data.

Ÿ Quarterly/annual financial results of the Company.

Ÿ Minutes of the meeting of Audit Committee and other committees of the Board.

Ÿ Information on recruitment and remuneration of senior officers just below the Board level, including appointment and removal of Chief Financial Officer and the Company Secretary.

Ÿ Show cause, demand, prosecution notices and penalty notices , which are materially important.

Ÿ Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.

Ÿ Any material default in financial obligation to and by the Company, or substantial non payment for goods sold by the Company.

Ÿ Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.

Ÿ Transactions that involve substantial payment towards goodwill, brand equity or intellectual property.

Ÿ Details of any joint venture or collaboration agreement.

Ÿ Significant labour problems and their proposed solutions.

Ÿ Significant development in human resources/Industrial relations front.

Ÿ Sale of material nature of investments, assets which is not in normal course of business.

Ÿ Quarterly details of foreign exchange exposure and steps taken by the management to limit the risk of adverse exchange rate movement

Ÿ Non compliance of any regulatory, statutory or listing requirements and shareholders services such as non payment of dividend, delay in share transfer, etc.

5. Code of conduct

The Board of Directors have laid down a Code of conduct for Board and senior management persons and the same is available on the Company's website, namely, www.amritbanaspati.com. In terms of

3. Number of Board meetings held

During the year 2009-10, the Board met five times on the following dates:

st nd rd th1 Quarter 2 Quarter 3 Quarter 4 Quarter

April - June July - September October - December January - March (2009) (2009) (2009) (2010)

25.04.2009 25.07.2009 24.10.2009 30.01.201012.09.2009


clause 49 of the Listing Agreement, all Board members and senior management persons have confirmed stcompliance to the Code of conduct for the year ended 31 March, 2010. A declaration to this effect by

CEO is given herein below:

I hereby declare that

The Company has obtained affirmation from all the directors and senior management to the effect that st they have complied with the Code of Conduct and Ethics of the Company for the year ended 31 March,

2010.

(N.K. Bajaj)

Place: Rajpura Chairman & Managing DirectorthDate: 27 July, 2010 (CEO)

6. Code of conduct for prevention of insider trading

Under SEBI (Prohibition of Insider Trading) Regulations, 1992, the Company has adopted Code of conduct for prohibition and prevention of insider trading. The Code is applicable on all the directors, officers and designated employees of the Company. The said persons, in addition to giving regular disclosures to the Company, are also prohibited under the code to deal in shares of the Company while in possession of unpublished price sensitive information. All Board members, officers and designated

stemployees have confirmed compliance to the Code of conduct for the year ended 31 March, 2010.

II. Committees of the Board of Directors

A. Mandatory Committees

1. Audit Committee

The Company has constituted a qualified and independent Audit Committee under section 292A of the Companies Act, 1956 read with clause 49 of the Listing Agreement. Two third of the members of the Committee, including Committee Chairman are independent directors. All the members of the Committee are financially literate.

(i) Meetings and composition

The composition of Audit Committee as on 31.03.2010 and attendance record of the members at the meetings held during the year was as under:


Name of the Category Status No. of meetings Director Held* attended

Mr. Romesh Lal Independent Director

Mr. J.K. Khaitan Executive Director Member 4 4

Mr. S.C. Agarwal Executive Director Member 4 4

Mr. L.M. Suri Non executive Member 4 4Independent Director

Mr. H.S. Goenka Non executive Member 4 4Independent Director

Dr. B.S. Bhatia Non executive Member 4 4Independent Director

Non executive Chairman 4 3

* Committee meetings held on 25.04.2009, 25.07.2009, 24.10.2009 and 30.01.2010

The composition of Audit Committee as reconstituted by the Board of Directors in its meeting held on th 27 July, 2010 is as under:

1. Mr. Romesh Lal, Chairman, (Non executive Independent director)2. Mr. N.K. Bajaj, (Executive director)3. Dr. B.S. Bhatia, (Non executive Independent director)4. Mr. Mohit Satyanand, (Non executive Independent director)5. Mr. J.C. Rana, (Non executive non Independent director)

As mandated by clause 49 of the Listing Agreement:

1. The representatives of statutory and internal auditors of the Company are also invited in the Audit Committee meetings.

2. The Company Secretary, Mr. Rajesh Aggarwal, act as Secretary to the Committee.

3. The gap between two Audit Committee meetings was not more than four months.

4. Minimum two independent directors were invariably present at each meeting of the Audit Committee.

(ii) Terms of reference of the Audit Committee

The terms of reference of Audit Committee are as under:

Ÿ Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

Ÿ Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

Ÿ Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

Ÿ Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

Ÿ Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.

Ÿ Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

Ÿ Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

Ÿ Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

Ÿ Discussion with internal auditors regarding any significant findings and follow up there on.

Ÿ Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (2AA) of section 217 of the Companies Act, 1956

Ÿ Changes, if any, in accounting policies and practices and reasons for the same

Ÿ Major accounting entries involving estimates based on the exercise of judgment by management

Ÿ Significant adjustments made in the financial statements arising out of audit findings

Ÿ Compliance with listing and other legal requirements relating to financial statements

Ÿ Disclosure of any related party transactions

Ÿ Qualifications in the draft audit report.


Ÿ Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

Ÿ Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

Ÿ To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

Ÿ Management discussion and analysis of financial condition and result of operations.

Ÿ Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

Ÿ Management letters / letters of internal control weaknesses issued by the statutory auditors.

Ÿ Internal audit reports relating to internal control weaknesses.

Ÿ The appointment, removal and terms of remuneration of the Chief internal auditor.

Ÿ Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

2. Shareholder's Investors' Grievance Committee

Pursuant to clause 49 of the Listing Agreement, the Company has constituted a Board Committee designated as Shareholders'/Investors' Grievance Committee under the Chairmanship of a non executive director to specifically look into the redressal of shareholder/investor complaints like transfer of shares, non receipt of balance sheet, non receipt of declared dividends and other ancillary matters.

(i) Meetings and composition

The composition of Committee as on 31.03.2010 and attendance record of the members at the meetings held during the year was as under:

* Committee meeting held on 10.04.2009

The composition of Shareholders/Investors Grievance Committee as reconstituted by the Board of thDirectors in its meeting held on 27 July, 2010 is as under:

1. Mr. Romesh Lal, Chairman, (Non executive Independent director)2. Mr. V.K. Sibal, (Non executive Independent director)3. Mr. A.K. Bajaj, (Non executive non Independent director)4. Mr. M.L. Sarin, (Non executive Independent director)

(ii) Details of Shareholders'/Investors' complaints received during the year 2009-10

Ÿ Complaints pending at the beginning of the year ……………………..Nil

Ÿ Complaints received during the year…………………………………… 2

Ÿ Complaints redressed to the satisfaction of …………………………… 2

Shareholders/Investors

Ÿ Complaints pending at the end of the year …………………………… Nil


Name of the Category Status No. of meetingsmembers

Held* Attended

Mr. L.M. Suri Non executive Chairman 1 -Independent Director

Mr. J.K. Khaitan Executive Director Member 1 1


(iii) Share Transfer System

Transfer of shares in physical form are processed within a period of 15 days from the date of lodgment, subject to documents being valid and complete in all respects. The transfer, transmission etc. of the Company's securities are looked after by the Registrar & Share Transfer Agents of the Company M/s Mas Services Limited under the supervision and control of Company Secretary. The details of shares transferred/transmitted alongwith share transfer/transmission registers are placed before the Board Committee viz. Securities Transaction Committee for approval. Compliance certificate under clause 47(c) of the Listing Agreement certifying the compliance of share transfer formalities is being obtained from a practicing Company Secretary on half yearly basis and is filed with the stock exchanges. Requests received for dematerialization of shares are processed and the confirmation is given by the Registrar & Share Transfer Agent to the Depositories within 21 days.

Attested copy of PAN card mandatory for registering transfer of shares in physical form

SEBI had vide its circulars dated 20.05.2009 and 07.01.2010 made copy of PAN card mandatory in case of :

Ÿ Off-market/private transactions involving transfer of shares in physical form

Ÿ Deletion of name of the deceased shareholder(s), where the shares are held in the name of two or more shareholders.

Ÿ Transmission of shares to the legal heir(s), where deceased shareholder was the sole holder of shares.

Ÿ Transposition of shares – when there is a change in the order of names in which physical shares are held jointly in the names of two or more shareholders.

The Investors/Shareholders, are therefore requested that while submitting necessary papers for transfer, transmission, etc. of shares in physical form to the Company/RTA, attested copy of PAN card be also furnished to avoid delay.

B. Non Mandatory Committees

1. Remuneration Committee

The Company has constituted a Remuneration Committee under schedule XIII to the Companies Act, 1956 read with clause 49 of the Listing Agreement. All the members of the Remuneration Committee are non executive independent directors.

(i) Terms of reference

The terms of reference of Remuneration Committee is to deal with, decide and recommend to the Board of Directors on all matters relating to appointment and remuneration of Managing Director(s) and other whole time directors.

(ii) Meetings and composition

The composition of Committee as on 31.03.2010 and attendance record of the members at the meetings held during the year was as under:

* Committee meeting held on 08.10.2009


Name of the Category Status Position

Held* Attended

Mr. Romesh Lal Non executive Chairman 1 1Independent Director


Mr. L.M. Suri Non executive Member 1 1Independent Director

members

The composition of Remuneration Committee as reconstituted by the Board of Directors in its meeting thheld on 27 July, 2010 is as under:

1. Mr. Romesh Lal, Chairman, (Non executive Independent director)2. Dr. B.S. Bhatia, (Non executive Independent director)3. Mr. Mohit Satyanand, (Non executive Independent director)

(iii) Remuneration policy

Executive directors

The remuneration of executive directors is reviewed by the Remuneration Committee and thereafter recommended to the Board for approval subject to shareholders' approval at the general meeting of the Company and such other authorities as may be required. While recommending remuneration, the Committee considers various factors such as practices prevalent in the industry for the time being, qualification, experience and expertise of the appointee and financial position of the Company.

The details of remuneration paid to executive directors for the financial year 2009-10 was as under :

Non executive directors

The Company does not have any pecuniary relationship with the non executive directors other than payment of sitting fees for attending meeting of the Board of Directors and its Committees.

The total sitting fees paid to non executive directors during the year 2009-10 was as under:

Notes: 1 Sitting Fees: (i) Rs. 15,000/- for each meeting of Board of Directors/Audit Committee (ii) Rs. 7,500/- for other Committees.

2. The Company does not have any service contract with any of its directors. 3. No separate provision exists for notice period and severance fees. 4. The Company has not granted any stock option to any of its directors/employees.


Name of the executive director (Rs.) (Rs.) (Rs.)

Salary & allowances Superannuation benefits

Mr. J.K. Khaitan 38,64,000 5,18,925 1,29,125 12,00,000 57,12,050

Mr. S.C. Agarwal 14,61,000 2,13,600 2,03,553 -- 18,78,153

Total 53,25,000 7,32,525 3,32,678 12,00,000 75,90,203

Fixed Variable Total

Provident fund + Other Commission

Name of the director Total no. of meetings attended Including TDS

(Board/Committees) (Rs.)

Mr. Pavan Khaitan 10 1,12,500

Mr. A.K. Bajaj 4 60,000

Mr. V.K. Bajaj 3 45,000

Mr. Romesh Lal 8 1,12,500

Mr. H.S. Goenka 11 1,50,000

Mr. L.M. Suri 13 1,65,000

Dr. B.S. Bhatia 9 1,35,000

Mr. M.L. Sarin 3 45,000

Mr. V.K. Sibal 5 75,000

Sitting fees paid

2. Other Committees of the Board

The Board has also constituted few other functional Committees apart from the aforesaid statutory Committees such as Securities Transaction Committee for considering transfer/transmission of shares, Loan & Banking Committee for banking matters and Corporate Management Committee for considering macro issues relating to corporate.

III. General Body Meetings

Location and time of last three Annual General Meetings

No special resolution was passed last year through postal ballot. None of the resolutions proposed for the ensuing General Meeting need to be passed by postal ballot.

IV. Disclosures

1. Disclosure of materially significant related party transactions

The related party transactions are placed before Audit Committee on quarterly basis. During the year under review, there was no transaction of material nature with related parties which are not in the normal course of business or which are not on an arms length basis. The related party transactions have been disclosed under Note no. 4 of Notes to Accounts of the Balance Sheet forming part of this Annual Report.

2. Disclosure of accounting treatment

The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956, and in conformity, in all respects, with the generally accepted accounting principles and standards in India. The estimates/judgments made in preparation of these financial statements are consistent, reasonable and on prudent basis so as to reflect true and fair view of the state of affairs and results/operations of the Company.

3. Board disclosures- risk management

The Company has well defined management policies to manage the risk inherent in the various aspects of business. The Board is regularly informed about the business risks and the steps taken to mitigate the same.

4. Details of non compliance with respect to capital market

The Company has complied with all the requirements of the stock exchanges as well as Regulations and guidelines prescribed by SEBI. There were no penalties, strictures imposed on the Company by stock exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

* Approval for payment of minimum remuneration to Mr. J.K. Khaitan, Vice Chairman & Managing Director as per Schedule XIII to the Companies Act, 1956.

** (i) Appointment of Mr. N.K. Bajaj as Chairman & Managing Director

(ii) Appointment of Mr. S.C. Agarwal as Senior Executive Director

(iii) Approval/ratification of payment of remuneration to Mr. J.K. Khaitan, Vice Chairman & ManagingDirector


Amrit Bhawan, GobindColony, Rajpura

(Punjab)

Year Venue Date Time No. of special resolutions

passed

2008-09 12.09.2009 11.30 a.m. 1*

2007-08 13.09.2008 11.30 a.m. Nil

2006-07 14.09.2007 11.00 a.m. 3**

V. Means of Communication

Presently, the quarterly/half yearly financial results are not sent individually to the shareholders. However, as required under the Listing Agreement, the same are published in English and Punjabi Daily newspapers having appropriate circulation such as Times of India, Business Standard, Economic Times, Punjabi Tribune and Rozana Spokesman. The Annual Report is sent to the shareholders individually before the Annual General Meeting.

The financial results are also displayed on the BSE website we well as official website of the Company viz. www.amritbanaspati.com.

No presentation was made to institutional investors or to the analysts during the year under review.

VI. CEO/CFO Certification

The certificate required under clause 49(V) of the Listing Agreement duly signed by CEO/CFO was thplaced before the Board of Directors in its meeting held on 27 July, 2010.

VII. Auditors Certificate On Corporate Governance

As required under clause 49 of the Listing Agreement, the Company has obtained certificate from statutory auditors regarding compliance of conditions of corporate governance. The same is annexed to this Report.

VIII. Compliance

1. Mandatory requirements

The Company has complied with all the mandatory requirements of clause 49 of the Listing Agreement.

2. Non mandatory requirements

(I) Remuneration Committee: The Company has constituted a Remuneration Committee, the details of which have already been provided earlier in this Report.

(ii) Audit qualifications: During the current financial year, there are no audit qualifications in the financial statements.

IX. Other Corporate Information

1. Listing details


Name of the stock exchange fees for the year 2010-11

The Bombay Stock Exchange Limited towers, 25 Floor,

Dalal Street, Mumbai- 400 001

The Delhi Stock Exchange 3/1, Asaf Ali, Road. 8917 PaidAssn. Ltd. DSE House,

New Delhi - 110 001

Address Stock code Status of payment of listing

Phiroze, Jeejeebhoy 531728 Paidth


Month Share price of theCompany

High Low High Low

April, 2009 32.20 25.00 11403.25 9901.99

May, 2009 50.65 32.65 14625.25 11682.99

June, 2009 53.65 44.00 15466.81 14265.53

July, 2009 55.90 41.00 15670.31 13400.32

August, 2009 54.35 42.00 15924.23 14784.92

September, 2009 53.90 43.00 17126.84 15398.33

October, 2009 66.00 46.00 17326.01 15896.28

November, 2009 131.00 55.25 17198.95 15404.94

December, 2009 169.15 89.20 17464.81 16601.20

January, 2010 184.50 148.50 17701.13 16289.82

February, 2010 178.50 148.50 16496.05 15790.93

March, 2010 175.00 143.10 17711.35 16772.56

Source : BSE website: www.bseindia.com

BSE Sensex

3. Comparison of Company' share price with BSE Sensex

Apr-09 May-

09

Jun-09 Jul-09 Aug-

09

Sep-

09

Oct-09 Nov-

09

Dec-

09

Jan-10 Feb-10 Mar-10

0

20

40

60

80

100

120

140

160

180

200C

om

pa

ny S

ha

re P

rice

BSE Sensex (monthly high) ABCL Share Price (monthly high)

2. Market Price Data

5. Shareholding pattern as on 31.03.2010

Category No. of No. of shares % of shareholdingshareholders

Promoter holding

Individuals/HUF 27 855116 11.61

Bodies Corporate 17 4486819 60.94

Total Promoter holding 44 5341935 72.55

Non promoter holding

Institutions/banks 7 2162 0.03

Bodies Corporate 135 1014461 13.78

Individuals 18198 993885 13.50

NRIs/OBCs 333 5783 0.08

Clearing members 9 447 0.01

Trust 1 967 0.01

Others 32 3328 0.04

Total Non promoter holding 18715 2021033 27.45

Total 18759 7362968 100

6. Dematerialization of shares

40,23,381 equity shares equivalent to 54.64%of the Company's equity capital is held in dematerialized form with NSDL and CDSL as on 31.03.2010. The Company has joined NSDL and CDSL to offer depository services to the shareholders and connectivity of the same is being maintained through RTA Mas Services Limited. The shareholders may open account with any of the Depository Participant registered with NSDL or CDSL. The shares held in the two depositories as on 31.03.2010 were as under:


4. Distribution of shareholding as on 31.03.2010

No. of equity shares held shareholders shareholders shares held shareholding

1 to 500 18608 99.20 289519 3.93

501-1000 48 0.26 35786 0.49

1001-2000 19 0.10 25882 0.35

2001-3000 11 0.06 29688 0.40

3001-4000 8 0.04 29135 0.40

4001-5000 10 0.05 46160 0.63

5001-10000 6 0.03 44753 0.61

10001 and above 49 0.26 6862045 93.20

TOTAL 18759 100.00 7362968 100.00

No. of % of No. of % of


AUDITORS' CERTIFICATE

To the members of Amrit Banaspati Company Ltd.

We have examined the compliance of the conditions of Corporate Governance by Amrit Banaspati Company stLtd. for the year ended on 31 March, 2010 as stipulated in clause 49 of the Listing Agreement of the said

Company with the stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement.

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

For V. Sahai Tripathi & Co. Chartered Accountants

(Mahesh Sahai)Place: Rajpura Partner

thDated: 27 July, 2010 M.No. 6730

NSDL

30%

CDSL

24%

Physical

46%

Secretarial audits were carried out by a qualified practising Company Secretary on quarterly basis for reconciling the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit inter-alia confirms that total issued/paid-up capital is in agreement with the total number of shares held in physical form and the total number of dematerialised shares held with NSDL and CDSL.

1 Annual General Meeting Day : SaturdayDate : 25th September, 2010Time : 11.30 a.m.Venue : Amrit Bhawan, J-3 9/13, Gobind Colony, Rajpura, Pb.

2. Divided Payment Date Dividend as recommended by the Board of Directors if declared in the AGM will be paid on or after 25th September, 2010 but before the statutory time limit of 30 days from the date of declaration.

3. Financial Year : 1st April to 31st March

4. Financial calendar Quarter ended on 2009-10 2010-11(Results (Tentative)announced on)

30th June 25.07.2009 Last week ofJuly, 2010

30th September 24.10.2009 Last week ofOct., 2010

31st December 30.01.2010 Last week ofJan. 2011

31st March 27.04.2010 Last week ofApril, 2011

5. Book closure dates From 18th September, 2010 to 25th September, 2010(Both days inclusive)

6. Name, designation and Mr. Rajesh Aggarwaladdress of Compliance officer Compliance officer

President (Corp.) & Company SecretaryAmrit Banaspati Co. Ltd., Patiala-Chd. Road, RajpuraPunjab-140 401, Tel. 01762-232890, Fax: 01762-232897

7. Exclusive E-mail ID for address [email protected] investor complaints in termsof clause 47 (f) of the ListingAgreement

8. Registrar & Share Transfer Mas Services Ltd.Agents T-34, 2nd Floor, Okhla Industrial Area,

Phase-II, New Delhi - 110 020Tel nos. Ph:- 26387281/82/83Fax: 011-26387384e-mail: [email protected]

9. Website of the Company www.amritbanaspati.com

10. Demat ISIN in NSDL/CDSL INE221G01029

11. Outstanding GDRs/ADRs/ Not applicableWarrants any convertibleinstruments, conversion dateand likely impact on equity

12. Regd. Office, plant location and Amrit Banaspati Company Limitedaddress for correspondence Patiala-Chandigarh Road, Rajpura (Punjab)-140 401

Tel. 01762-232890, Fax: 01762-232897

X. General Shareholder Information


Mr. A.K. Bajaj

48 years

24.07.2007

B.Sc.

Industrialist having more than 25 years of wide ranging experience in trade and industry

1. ABC Paper Ltd.2. Amrit Corp. Ltd.3. Amrit Learning Ltd.4. Amrit Realities Ltd.

ABC Paper Ltd.Shareholders/Investors’ Grievance Committee (Member)

75738

Mr. M.L. Sarin

61 years

02.02.1995

Advocate

Eminent senior advocate practising at the Punjab and Haryana High Court at Chandigarh having more than three decades of rich experience in the legal profession. Also associated with various social and educational institutions.

Nil

Nil

2950

Mr. J.C. Rana

53 years

27.07.2010

B.Com, LL.B. Diploma in Labour Laws (post-LL.B), PG Degree in Management, Fellow Member (F.C.S.), Institute of Company Secretaries of India.

Mr. J.C.Rana is a corporate executive having over 26 years of experience in the fields of finance, law, HR and secretarial. He is graduate in Commerce and Law from D e l h i U n i v e r s i t y, p o s t graduate in Labour Laws and Management and qualified Company Secretary & fellow member of the Institute of Company Secretaries of India. Mr. J.C.Rana has worked with Indian and multi-national c o m p a n i e s i n v a r i o u s capacities as Corporate Resources Head, Company Secretary & Legal Counsel and presently he is working as Executive Director of Amrit Corp. Ltd. Mr. J.C.Rana has, in the past, successfully handled revival & turnaround of businesses, raising of projects & working capital funds from capital & money markets and corporate restructuring.

Nil

Nil

Nil

Mr. Mohit Satyanand

54 years

27.07.2010

M.A. in Economics

Shri Mohit Satyanand, aged 54 years, is M.A. in Economics from Delhi School of Economics, University of Delhi. He has over 30 years of managerial and entrepreneurial experience in Indian industry and media. Beginning his career in sales & marketing management at M/s Hindustan Lever Ltd., he then set up the country's first successful packaged snack food brand, Crax, in 1984. From 1989 onwards, he played an advisory role in the success of snack food brand, 'Uncle Chipps'. Simultaneously, he spearheaded the establishment of one of the country's first TV production house, Teamwork Films, which was a pioneer in game shows. He continues as Chairman of Teamwork Films, which now creates and manages festivals of Indian performing arts at the most prestigious venues across the world.Besides being on the Boards of Amrit Corp. Ltd. and other companies, Shri Mohit Satyanand is also on the Board of M/s DFM Foods Ltd., the manufacturers of Crax, and is a management advisor to Delhi Flour Mills, India's largest wheat processing firm. Shri Mohit Satyanand helped establish Amrit Learning, which provides quality English language learning through its six centers in Delhi, and is on the Board of the Company. He is deeply concerned with economic policy issues in the country and is Chairman of the Board of Trustees of Liberty Institute, a policy think tank. An investment analyst, he is Consulting Editor to Outlook Money, the personal finance publication of the Outlook group

Amrit Corp. Ltd.DFM Foods Ltd.Amrit Learning Ltd.

Amrit Corp. Ltd.Shareholders/Investors’ Grievance Committee (Member)

DFM Foods Ltd.Audit Committee (Member)

Nil

Name

Age

Date of appointment

Qualification

Expertise in specific

functional area

Directorships in other

public limited

companies

Chairmanship/

membership of

Committees

in other public

limited companies

Shareholding in your

Company (Equity

Shares of Rs. 10/-

each)

stNote: The information given in the Report is as on 31 March, 2010, unless otherwise stated.

XI. Details of directors seeking appointment/re-appointment at the Annual General Meeting

(Pursuant to clause 49 of the Listing Agreement)


The Members of (c) The company's balance sheet, profit & Amrit Banaspati Company Ltd. loss account and the cash flow statement

dealt with by this report are in agreement 1. We have audited the attached balance sheet of

with the books of account.stAmrit Banaspati Company Ltd. as at 31 March, 2010 and also the profit & loss account and the (d) In our opinion the balance sheet, profit & cash flow statement for the year ended on that loss account and the cash flow statement date annexed thereto. These financial dealt with by this report comply with the statements are the responsibility of the requirements of the accounting standards company's management. Our responsibility is referred to in sub-section (3C) of section to express an opinion on these financial 211 of the Act, to the extent applicable.statements based on our audit.

(e) Based on the representations received 2. We conducted our audit in accordance with the from all the Directors of the company as on

stauditing standards generally accepted in India. 31 March, 2010 and taken on record by Those Standards require that we plan and the Board of Directors, we report that none perform the audit to obtain reasonable of the Directors of the company is

stassurance about whether the financial disqualified as on 31 March, 2010 from statements are free of material misstatement. being appointed as a Director in terms of An audit includes examining, on a test basis,

clause (g) of sub-section (1) to section 274 evidence supporting the amounts and

of the Act.disclosures in the financial statements. An audit

(f) In our opinion and to the best of our also includes assessing the accounting principles used and significant estimates made information and according to the by the management as well as evaluating the explanations given to us, the said overall presentation of financial statements. accounts read with the Notes appearing in We believe that our audit provides a Schedule 19, Significant Accounting reasonable basis for our opinion. Policies and foot-notes appearing under

other schedules give the information 3. As required by the Companies (Auditor's required by the Companies Act, 1956, in Report) Order, 2003 (as amended) issued by the manner so required and give a true and the Central Government in terms of section 227 fair view in conformity with the accounting (4A) of the Companies Act, 1956 ('the Act') and principles generally accepted in India:-on the basis of such checks of the books and

records of the Company as we considered i) In the case of the Balance Sheet, of appropriate and according to the information the State of Affairs of the company as

stand explanations given to us during the course at 31 March, 2010; of the audit, we enclose in the Annexure a

ii) In the case of the Profit & Loss statement on the matters specified in Account, of the Profit for the year paragraphs 4 and 5 of the said Order.ended on that date; and

4. Further to our comments in the Annexure iii) In the case of the Cash Flow referred to in paragraph 3 above we report that:

Statement, of the Cash Flows for the (a) We have obtained all the information and

year ended on that date.explanations, which to the best of our knowledge and belief, were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books.


(Mahesh Sahai)Place: Rajpura PartnerDated: 27th July, 2010 M.No. 6730


AUDITORS' REPORT

be subordinated to institutions/ banks term Annexure to the Auditors' Report loans and would be repaid after payment to (Referred to in paragraph 3 of our report of even date)all financial institutions/ banks. Accordingly,

1. (a) The company has maintained proper the interest on the said loan has been fixed at records showing full particulars, including 10% on annual basis and the loan will be quantitative details and situation of fixed repaid after 31.3.2010 by which time all the assets. loans of the financial institutions/banks will

be repaid as per MRS. In view of this, we are (b) The company has a phased programme of of the opinion that the rate of interest and physical verification of its fixed assets which, other terms and conditions of the loan are in our opinion, is reasonable having regard not prejudical to the interests of the to the size of the company and the nature of Company.its assets. In accordance with such

programme, the management has (c) Interest is being regularly paid on loans. physically verified its fixed assets during the However, the repayment of the loan, as year and no material discrepancies were mentioned in (b) above, will commence in noticed by them. the financial year 2010-11.

(c) During the year, there was no substantial (d) The company has not taken any loan disposal of fixed assets. secured or unsecured from companies,

firms or other parties covered in the register 2. (a) According to the information and maintained under section 301 of the Act.explanations given to us, physical

verification of inventories is conducted by 4. In our opinion and according to the information the management at periodic intervals. These and explanations given to us, there are adequate intervals are reasonable having regard to the internal control procedures commensurate with size of the company and the nature of its the size of the company and the nature of its inventories. business for the purchase of inventory and fixed

assets and for the sale of goods and services. (b) The procedures followed by the company for There was no continuing failure to correct major physical verification of inventories are weaknesses in internal controls noticed by us reasonable and adequate in relation to the during the course of our audit.size of the company and the nature of its

business. 5. (a) In our opinion and according to the information and explanations given to us, the (c) The company is maintaining proper records particulars of contracts or arrangements of inventory and no material discrepancies referred to in Section 301 of the Act, have were noticed on physical verification as been entered in the register required to be compared to book records.maintained under that section.

3. (a) The company had granted a loan amounting (b) Transactions made in pursuance of such to Rs.392.73 lacs to the erstwhile Amrit

contracts or arrangements entered in the Banaspati Co. Ltd. (ABCL) (now 'Amrit Corp. register maintained under Section 301 of the Ltd.') under the Modified Rehabilitation Act have been made, to the best of our Scheme (MRS) of ABCL sanctioned by the knowledge and belief, at prices which are Hon'ble Board of Industrial & Financial reasonable having regard to the prevailing Reconstruction (BIFR). Pursuant to the market prices at the relevant time.Scheme of Arrangement sanctioned by the

jurisdictional High Courts, a sum of Rs.88.53 6. In our opinion and according to the information lacs out of the said loan has devolved on and explanations given to us, the company has Amrit Corp. Ltd. and Rs.191.32 lacs on ABC complied with the directives issued by the Paper Ltd., which are bodies corporate Reserve Bank of India and the provisions of covered in the register maintained under sections 58A, 58AA or any other relevant Section 301 of the Act. provision of the Act and the Rules framed

thereunder, wherever applicable with regard to (b) The MRS provided that the said loan would


the deposits accepted during the year. In the re-payment of dues to the bank. The company accordance wi th the informat ion and has no loans from the financial institutions nor explanations given to us, there were no orders issued any debentures.passed by the Company Law Board or National

12. The company has not granted any loans or Company Law Tribunal or Reserve Bank of India

advances on the basis of security by way of or any court or any other “Tribunal” which have

pledge of shares, debentures and other not been complied with.

securities.7. In our opinion the company has an internal audit

13. The company is not a chit fund, nidhi, mutual system which is commensurate with the size and

benefit fund or a society. Accordingly, the nature of its business.

provisions of clause 4(xiii) of the Order are not 8. We have broadly reviewed the books of accounts applicable.

maintained by the Company, pursuant to the rules 14. According to the information and explanations

prescribed by the Central government for the given to us, the company is not dealing or trading

maintenance of cost records under Section in shares, securities, debentures and other

209(1)(d) of the Companies Act,1956 and are of investments.

the opinion that prima facie the prescribed 15. According to the information and explanations accounts and records have been maintained . We

given to us, the company had given a Corporate have not however made a detailed examination of Guarantee for loan taken by another body such accounts and records. corporate on terms and conditions generally

9. (a) According to the information and applicable, which is not prejudicial to the interest

explanations given to us and on the basis of of the company. The said corporate guarantee

our examination of the books of account, in has been extinguished during the year upon full

our opinion the company is regular in and final repayment of loan by the borrower .

depositing the undisputed statutory dues 16. According to the information and explanations including provident fund, investor education

given to us, the term loan has been applied for the & protection fund, employees state purpose for which it was obtained.insurance, income tax, sales tax, wealth tax,

service tax, custom duty, excise duty, cess 17. There were no funds raised on a short term basis and any other material statutory dues as which has been used on a long term basis.applicable with the appropriate authorities.

18. The company has not made any preferential According to the information and issue during the year.explanations given to us, there were no

undisputed amounts payable in respect of 19. The company has not issued any debentures the above dues which were outstanding as during the year.

stat 31 March, 2010 for a period of more than 20. The company has not raised any money by public six months from the date of becoming

issue during the year.payable.

21. During the course of our examination of the books (b) An amount of Rs.5,59,152/- is pending for and records of the company and according to the deposit against service tax liability. The information & explanations given to us, there Company has filed an appeal against the were no frauds on or by the company, noticed or demand order in Central Excise Service Tax reported during the course of our audit.Appellate Tribunal (CESTAT) at New Delhi

and has deposited Rs.2,00,000/- under protest.

10. The company has no accumulated losses as at st31 March, 2010 and has not incurred any cash

losses in the financial year ended on that date or in the immediately preceding financial year.

11. The company has not during the year defaulted in


(Mahesh Sahai)Place: Rajpura PartnerDated: 27th July, 2010 M.No. 6730


Schedule As at As at No. 31.3.2010 31.03.2009

(Rs.) (Rs.)

I. SOURCES OF FUNDS:

(1) Shareholders' Funds (a) Capital 1 74,805,680 74,805,680 (b) Reserves & Surplus 2 277,372,614 214,786,582

(2) Loan funds (a) Secured loans 3 268,462,642 246,275,558 (b) Unsecured loans 4 124,113,150 177,522,050

(3) Deferred Tax Liability 77,365,838 65,179,785

TOTAL 822,119,924 778,569,655

II. APPLICATION OF FUNDS:

(1) Fixed assets 5 (a) Gross Block 705,188,119 686,949,059 (b) Less : Depreciation/Amortization 268,413,675 246,805,950 (c) Net Block 436,774,444 440,143,109 (d) Capital work-in-progress 25,284,974 3,866,054

462,059,418 444,009,163

(2) Current Assets, Loans & Advances (a) Inventories 6 762,311,114 450,363,324 (b) Sundry Debtors 7 65,866,184 107,547,562 (c ) Cash and bank balances 8 46,078,448 47,441,959 (d) Loans & Advances 9 76,661,188 67,943,302

Less : 950,916,934 673,296,147

Current Liabilities and Provisions 10 (a) Current Liabilities 532,843,407 309,847,667 (b) Provisions 58,013,021 28,887,988

590,856,428 338,735,655

Net Current Assets 360,060,506 334,560,492

TOTAL 822,119,924 778,569,655

Significant Accounting Policies & Notes to Accounts 19

Schedules (1 to 10 & 19 ) form part of this Balance Sheet.

This is the Balance Sheet referred to in our report of even date.

For V. Sahai Tripathi & Co. N.K. Bajaj

Chartered Accountants (Chairman & Managing Director)

Mahesh Sahai V.K. Bajaj

Partner (Director)

Membership No. 6730

Place : Rajpura Rajesh Aggarwal

Dated : 27th July, 2010 [President (Corp.) & Company Secretary]


BALANCE SHEET AS AT 31ST MARCH , 2010

Schedule Current Previous No. Year Year

(Rs.) (Rs.)

Income

Gross Sales 8,077,861,845 8,080,663,534Less: Excise Duty 14,231,145 20,492,523Net Sales 8,063,630,700 8,060,171,011Increase / Decrease (-) in stock 11 24,210,880 (98,901,431)Other Income 12 10,464,614 11,489,210

Total 8,098,306,194 7,972,758,790

ExpenditureRaw Material consumed 13 5,549,388,401 5,240,440,101Trading purchases 1,172,459,578 1,547,188,043Manufacturing expenses 14 737,575,268 676,545,987Employees' emoluments 15 86,174,591 72,221,285Selling & Distribution expenses 16 277,852,731 221,545,916Administrative and Other Expenses 17 80,435,459 85,379,508

Total 7,903,886,028 7,843,320,840

Profit before Interest & depreciation/amortization 194,420,166 129,437,950

Interest 18 35,645,292 50,476,905Profit before depreciation/amortization 158,774,874 78,961,045Less : depreciation/amortization 35,884,673 29,731,721

Profit before taxation 122,890,201 49,229,324

Less provisions for:-Current Tax 30,923,000 5,525,152-Fringe Benefit tax -- 2,018,175-Deferred Tax 12,186,050 13,155,835-Prior period taxes (33,491) 293,167Add : Mat credit entitlement -- 5,346,836

Profit for the year after taxation 79,814,642 33,583,831

Add : Balance brought forward from previous year 116,452,591 123,106,996Profit available for appropriation 196,267,233 156,690,827Appropriations:-a) Proposed dividend on Equity Shares 14,725,936 11,044,452b) Dividend on Preference Shares -- 462,060c) Tax on proposed dividend 2,502,673 1,955,532d) Transfer to Capital Redemption Reserve -- 25,097,000e) Transfer to General Reserve 5,986,098 1,679,192

Balance Carried to Balance Sheet 173,052,526 116,452,591

Earning per share (Basic & Diluted) 10.84 4.49

Significant Accounting Policies & Notes to Accounts 19Schedules (11 to 19 ) form part of this Profit & Loss Account.This is the Profit & Loss Account referred to in our report of even date.

For V. Sahai Tripathi & Co. N.K. BajajChartered Accountants (Chairman & Managing Director)

Mahesh Sahai V.K. BajajPartner (Director)Membership No. 6730

Place : Rajpura Rajesh AggarwalDated : 27th July, 2010 [President (Corp.) & Company Secretary]


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

31.03.2010 31.03.2009(Rs.) (Rs.)

A. Cash flow from Operating activitiesNet Profit before tax and extraordinary items 122,890,201 49,229,324Adjustments for :Depreciation 35,884,673 29,731,721Interest - Received (5,381,467) (7,393,644) - Paid 35,645,291 50,476,905Profit on sale of assets (67,597) -Loss on sale of assets 4,238,362 566,810

Operating profit before working capital changes 193,209,463 122,611,116Adjustments for :Trade and other Receivables 46,127,766 74,988,662Inventories (311,947,790) 253,767,021Trade payables 227,918,226 (200,109,153)

Cash generated from operations 155,307,665 251,257,646Direct tax paid (24,395,945) 7,574,818

Cash Flow before extraordinary items 130,911,720 258,832,464Extraordinary Items -- --

Net cash from operating activities 130,911,720 258,832,464

B. Cash flow from Investing activitiesPurchase of fixed assets (62,326,101) (153,862,225)Sale of fixed assets 4,220,410 29,073,873Interest received 5,381,467 7,393,644

Net cash used in investing activities (52,724,224) (117,394,708)

C. Cash flow from Financing activitiesProceeds from long term borrowings (31,221,816) (65,153,554)Redemption of preference shares -- (25,097,000)Interest Paid (35,407,733) (50,153,570)Payment of Dividend (Incl. Tax) (12,921,457) (10,473,646)

Net cash used in financing activities (79,551,006) (150,877,770)

Net increase/(decrease) in cash and cash equivalents (1,363,510) (9,440,014)Cash and cash equivalents as at 31.03.2009 (Opening Balance) 47,441,960 56,881,974

Cash and cash equivalents as at 31.03.2010 (Closing Balance) 46,078,450 47,441,960

As per our report of even date.

For V. Sahai Tripathi & Co. N.K. Bajaj

Chartered Accountants (Chairman & Managing Director)

Mahesh Sahai V.K. Bajaj

Partner (Director)

Membership No. 6730

Place : Rajpura Rajesh Aggarwal

Dated : 27th July, 2010 [President (Corp.) & Company Secretary]


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010

Schedule : 1

As at As atCAPITAL 31.03.2010 31.03.2009

(Rs.) (Rs.)

Authorised

90,00,000 (Prev. Year 90,00,000) Equity Shares of Rs. 10/- each 90,000,000 90,000,000

30,00,000 (Prev. Year 30,00,000) 7% Redeemable Preference Share of Rs.10/- each 30,000,000 30,000,000

Issued, Subscribed and Paid up

73,62,968 (Prev. Year 73,62,968) Equity Shares of Rs.10/-each 73,629,680 73,629,680

Add : Forfeited Shares 1,176,000 1,176,000

Total 74,805,680 74,805,680

Schedule :2

As at As atRESERVE AND SURPLUS 31.03.2010 31.03.2009

(Rs.) (Rs.)

Capital Reserve

Balance brought forward 8,365 8,365

Capital Subsidy 5,000,000 5,000,000

5,008,365 5,008,365

Preference Share Capital Redemption Reserve 25,097,000 25,097,000

Share Premium Account

Balance brought forward 57,089,265 57,089,265

General Reserve

Balance brought forward 11,139,360 9,460,169

Add: Transfer from Profit and Loss Account 5,986,098 1,679,192

17,125,458 11,139,361

Profit and Loss Account 173,052,526 116,452,591

Grand Total 277,372,614 214,786,582


SCHEDULES

Schedule: 3

As at As atSECURED LOANS 31.03.2010 31.03.2009

(Rs.) (Rs.)

Term Loans

- State Bank of Patiala 22,774,000 33,170,116

- State Bank of India 89,300,000 82,789,000

Working Capital Loans

a) State Bank of India

- Cash Credit 94,491,787 120,673,048

b) State Bank of Patiala

- Cash Credit 61,896,855 9,643,394

Total 268,462,642 246,275,558

Notes:

The term loan of State Bank of India is secured by :

(i) Exclusive first charge on assets financed by State Bank of India (ii) First charge on pari passu basis over all fixed assets of the company (existing as well as future) except the assets exclusively charged to State Bank of India and State Bank of Patiala for their term loans (iii) Equitable mortgage of factory land and building, ranking pari passu on first charge basis (iv) Personal guarantees of Mr. J.K. Khaitan and Mr. Pavan Khaitan

The term loan of State Bank of Patiala is secured by :

(i) Exclusive first charge on plant and machinery financed by Punjab National Bank by way of term loan, as the outstanding term loan amounting to Rs. 3.94 crores was taken over by State Bank of Patiala (ii) First charge on pari passu basis over all fixed assets of the company (existing as well as future) except the assets exclusively charged to State Bank of India and State Bank of Patiala for their term loans (iii) Equitable mortgage of factory land and building, ranking pari passu on first charge basis (iv) Personal guarantees of Mr. J.K. Khaitan and Mr. Pavan Khaitan

Cash credit/working capital from State Bank of India and State Bank of Patiala is secured by :

(i) First pari passu hypothecation charge over all current assets of the company consisting of raw material, stock in process, finished goods, stores and spares, book debts, bills, etc., lying in factory premises/sales depots and offices (ii) Second pari passu charge over all fixed assets of the company (existing as well as future) (iii) Equitable mortgage of factory land and building, ranking pari passu on second charge basis (iv) Personal guarantees of Mr. J.K. Khaitan and Mr. Pavan Khaitan

Schedule :4

As at As at UNSECURED LOANS 31.03.2010 31.03.2009

(Rs.) (Rs.)

Fixed deposits from public Payable within one year ( Rs.17,930,000) 26,280,000 15,781,000(Prev. year 10,428,000/-)(From Directors Rs 5,428,000/- (Prev. Year Rs 4,500,000/-)Loans & AdvancesOther than from banks 97,833,150 161,741,050

Total 124,113,150 177,522,050


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Schedule: 6

As at As at INVENTORIES 31.03.2010 31.03.2009

(Rs.) (Rs.)

Stores and spare parts 25,314,844 12,039,438Packing material 14,507,159 8,142,350Raw Material in Tank 163,453,209 110,477,111Raw Material at Port 294,985,896 79,951,470Stock-in-process 38,255,085 32,144,179Finished Goods/Traded Goods 222,045,395 203,912,994By-products 3,749,526 3,695,782

Total 762,311,114 450,363,324

Schedule: 7

As at As at SUNDRY DEBTORS 31.03.2010 31.03.2009

(Rs.) (Rs.)

(Unsecured considered good unless otherwise stated)a) Due for more than six months 2,315,778 2,811,879b) Other debts 65,669,747 106,561,535

67,985,525 109,373,414Less: Provision for doubtful debts (2,119,341) (1,825,852)

Total 65,866,184 107,547,562

Schedule: 8

As at As at CASH AND BANK BALANCES 31.03.2010 31.03.2009

(Rs.) (Rs.)

a) Cash & cheques in hand & in transit 18,501,427 19,469,846b) With scheduled banks - in current accounts 4,020,708 4,399,530 - in fixed deposit account 6,435,659 6,085,088 - in margin money account 16,560,000 17,010,000c) Unclaimed dividends * 489,244 403,085d) Unclaimed Redemption amount on Preference Shares * 71,410 74,410

Total 46,078,448 47,441,959

* Not due for deposit to Investor Education & Protection Fund

Schedule : 9

As at As at LOANS AND ADVANCES 31.03.2010 31.03.2009

(Rs.) (Rs.)

(Unsecured, considered good)Advances recoverable in cash or in kind or for value to be received 58,289,184 62,473,551Loans to officers* 816,425 1,078,445Advance tax & TDS, FBT (net) 17,555,579 4,391,306

Total 76,661,188 67,943,302

* Maximum amount due at any time during the year Rs. 816,425/- (Prev. year Rs. 1,270,465/-)


Schedule : 10

As at As atCURRENT LIABILITIES AND PROVISIONS 31.03.2010 31.03.2009

(Rs.) (Rs.)

a) Current Liabilities 1. Acceptances 383,596,764 175,557,895 2. Sundry Creditors -- Due to Micro and Small Enterprises 58,161 - -- Due to others 99,389,832 94,805,488 3. Other Liabilities 48,030,708 38,037,059 4. Unclaimed Dividend 489,288 403,129 5. Unclaimed Redemption amount on Preference Shares 71,410 74,410 6. Interest accrued but not due on loans 1,207,244 969,686

Total 532,843,407 309,847,667

b) Provisions1. Current Tax 25,576,164 5,918,327 2. Bonus 5,351,594 4,727,930 3. Leave Encashment 4,937,718 4,124,557 4. Gratuity 4,918,936 1,195,717 5. Dividend on Equity Shares (incl. tax) 17,228,609 12,921,457

Total 58,013,021 28,887,988

Grand Total 590,856,428 338,735,655

Schedule :11

As at As atINCREASE/DECREASE IN STOCK 31.03.2010 31.03.2009

(Rs.) (Rs.)

Opening StockFinished Goods/Traded Goods 203,912,994 267,721,452By - Products 3,695,781 4,188,593Stock - in - Process 32,144,179 67,004,436

Total 239,752,954 338,914,481Closing StockFinished Goods/Traded Goods 222,045,395 203,912,994By - Products 3,749,526 3,695,781Stock - in - Process 38,255,085 32,144,179

Total 264,050,006 239,752,954

Increase / Decrease (-) in Excise Duty (86,172) 260,096Increase / Decrease (-) in Stock 24,210,880 (98,901,431)

Schedule : 12

As at As atOTHER INCOME 31.03.2010 31.03.2009

(Rs.) (Rs.)

Interest Received (Gross) 5,381,467 7,393,644 (TDS Rs.722,031 Previous year Rs.1,625,650)Miscellaneous Income 5,083,147 4,095,566

Total 10,464,614 11,489,210


Schedule : 13

As at As atRAW MATERIAL CONSUMED 31.03.2010 31.03.2009

(Rs.) (Rs.)

Opening Stock- in Tanks 110,477,111 229,857,871 - at Port 79,951,470 94,402,859Purchases 5,817,398,925 5,106,607,952

6,007,827,506 5,430,868,682Less : Closing Stock- in Tanks 163,453,209 110,477,111 - at Port 294,985,896 79,951,470

Consumption 5,549,388,401 5,240,440,101

Schedule :14

As at As atMANUFACTURING EXPENSES 31.03.2010 31.03.2009

(Rs.) (Rs.)

Schedule :15

As at As at

EMPLOYEES EMOLUMENTS 31.03.2010 31.03.2009

(Rs.) (Rs.)

Schedule :16

As at As at

SELLING & DISTRIBUTION EXPENSES 31.03.2010 31.03.2009

(Rs.) (Rs.)

Power & Fuel consumed 205,878,584 215,702,633Stores & Spares , Chemicals & Others 54,677,357 61,234,658Packing material 441,393,185 370,778,959Repairs :Buildings 10,085,182 4,702,478Machineries 25,540,960 24,127,259

Total 737,575,268 676,545,987

Salaries & Wages 67,289,707 58,015,967Gratuity 5,323,936 2,135,718Bonus 5,351,594 4,727,930Employees Welfare expenses 3,662,768 3,312,511Employers Contribution to Provident Fund, Family Pension Fund and ESI 4,546,586 4,029,159

Total 86,174,591 72,221,285

Freight Outward 116,597,802 99,017,179Advertisement & Sales Promotion 117,482,332 86,248,645Dealers Incentive & Target Incentive 27,529,924 22,040,556Sales Depot expenses 14,465,649 12,604,608Commission 1,547,793 1,433,309Brokerage 229,231 201,619

Total 277,852,731 221,545,916


Schedule :17

As at As atADMINISTRATIVE & OTHER EXPENSES 31.03.2010 31.03.2009

(Rs.) (Rs.)

Insurance 6,575,565 6,008,057

Rates & taxes 1,891,681 2,048,111

Rent 240,000 329,800

Travelling & Conveyance 14,717,989 14,467,673

Royalty 9,626,857 10,411,411

Bank Charges 2,664,649 2,954,896

Subscription & fees 2,432,513 1,164,189

Payment to directors

-as sitting fees 892,500 495,000

-as travelling expenses 1,948,107 1,005,917

Payment to Auditors 467,904 385,784

Printing & Stationary 1,240,900 1,337,234

Legal & Professional charges 2,869,506 2,748,664

Advisory & Consultancy 15,289,583 11,615,685

Communication expenses 2,906,327 3,371,278

Postage & Telegrams 526,189 566,324

Loss on sale of Assets (net) 4,170,765 566,810

Computers maintenance 5,640,640 3,986,852

Repair & Maintenance - general 252,501 288,961

Miscellaneous expenses 1,644,218 2,273,101

Sundry Balances written off 2,282,435 163,980

Foreign exchange fluctuation loss (net) - 18,901,510

Doubtful debts 293,489 288,271

Prior period expenses 1,861,141 -

Total 80,435,459 85,379,508

Schedule 18

As at As atINTEREST 31.03.2010 31.03.2009

(Rs.) (Rs.)

Term loans 13,870,910 8,400,549

Working Capital loans 10,133,949 32,026,141

Dealership Security 6,402,304 3,236,305

Inter Corporate Deposits 3,053,720 5,432,685

Fixed Deposits 2,184,409 1,381,225

Total 35,645,292 50,476,905


Schedule '19' – Significant Accounting Policies and Notes to Accounts

1. Basis of Preparation of Financial Statements

The Financial statements have been prepared in accordance with Indian Generally Accepted Accounting Principles (“GAAP”) under the historical cost convention on accrual basis and are in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India (ICAI) & prescribed in the Companies (Accounting Standards) Rules, 2006. These Accounting policies have been consistently applied, except where a newly issued accounting standard is initially adopted by the Company. Management evaluates the effect of accounting standards issued on a going concern basis and ensures that they are adopted as mandated by the ICAI.

2. Use of estimates

The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities, disclosure of contingent liabilities and reported amount of income and expenses during the year. Examples of such estimates include provisions for doubtful debt, employee benefits and provision for income tax. Actual results could differ from these estimates. Any revision in accounting estimates are recognized prospectively in the year of revision.

3. Fixed Assets

(a) Tangible Assets

Fixed assets are stated at their original cost of acquisition inclusive of inward freight, duties, taxes and incidental expenses relating to acquisition and installation, net of grants received if any. The cost of assets under installation or under construction plus direct expenses as at the Balance Sheet date are shown as capital work-in-progress.

(b) Intangible Assets

The cost of Brands acquired comprises its purchase price, including any duties and other taxes (other than those subsequently recoverable by the enterprise from the taxing authorities) and any directly attributable expenditure on acquisition of the same.

4. Depreciation/Amortization

(a) Depreciation is provided on the Straight Line Method, at the rates specified in Schedule XIV of the Companies Act, 1956.

(b) In respect of assets added/sold, discarded, demolished or destroyed during the year, depreciation is charged on a pro-rata basis with reference to the month of addition/disposal. In the case of additions, it is charged for the full month in which additions took place and in the case of sales upto the month preceding the date of sale.

(c) Assets below Rs. 5,000/- are depreciated at the rate of 100%.

(d) Intangible asset i.e. brands are amortized over a period of 10 year subsequent to its purchase.

5. Impairment

The carrying amount of assets is reviewed at each Balance Sheet date to ascertain if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable

A. Significant Accounting Policies


amount is the greater of the asset's net selling price and value in use. In assessing value in use the estimated future cash flows are discounted to their present value at the weighted cost of capital.

6. Inventories

1. Stock of raw materials and finished goods are valued at cost or at market value, whichever is lower.

2. Stores, spares and loose tools are valued at cost.

3. In the case of finished goods, cost is determined by taking material, labour and related factory overheads including depreciation and fixed production overheads.

4. Work in process is valued at raw material cost.

Cost for the purpose of inventory valuation is calculated on the moving weighted average method and in respect of trading goods at the last purchase price.

7. Foreign Currency Transactions

Foreign currency transactions are recorded at the rate of exchange prevailing on the date of respective transactions. Monetary current assets and monetary current liabilities that are denominated in foreign currency are translated at the exchange rate prevalent on the date of the Balance Sheet. The resulting difference is also recorded in the Profit & Loss Account.

8. Revenue Recognition

(a) Revenue from the sale of goods is recognized when the significant risks and rewards of ownership of the goods are transferred to the customers and is stated inclusive of excise duty.

(b) Interest revenue is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

9. Retirement and Other Employee Benefits

(a) Short Term Employee Benefits

All employee benefits falling due wholly within twelve months of rendering the service are classified as short term employee benefits. The benefits like salaries, wages, short term compensated absences etc. and the expected cost of bonus, ex-gratia are recognized in the period in which the employee renders the related service.

(b) Post-Employment Benefits

(i) Defined Contribution Plans: The State governed provident fund scheme, employee state insurance scheme, employee pension scheme and the Company's approved superannuation scheme are defined contribution plans. The contribution paid/payable under the schemes is recognized during the period in which the employee renders the related service.

(ii) Defined Benefit Plans: Defined benefit plans of the Company comprise employees gratuity fund schemes managed by a Trust/LIC and Employees Provident Fund managed by a Trust. The Provident Fund Trust set up by the Company is treated as defined benefit plan since the minimum interest payable by the Provident Fund Trust to the beneficiaries is notified every year by the Government and the Company has an obligation to make good the shortfall, if any, between the return on respective investments of the trust and the notified interest rate. Accordingly, the contribution paid or payable and the interest shortfall, if any, is recognized as an expense in the period in which the services are rendered by the employee.


Wherever applicable, the present value of the obligation under such defined benefit plans is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plans, is based on the market yields on Government securities as at the Balance Sheet date, having maturity periods approximating to the terms of related obligations.

Actuarial gains and losses are recognized immediately in the Profit & Loss Account.

In case of funded plans, the fair value of the plan assets is reduced from the gross obligation under the defined benefit plans to recognize the obligation on net basis.

Gains or losses on the curtailment or settlement of any defined benefit plan are recognized when the curtailment or settlement occurs. Past service cost is recognized as expense on a straight-line basis over the average period until the benefits become vested.

(c) Long Term Employee Benefits

Entitlements to annual leave, casual leave and sick leave are recognized when they accrue to employees. Sick leave and casual leave can only be availed while earned leave can either be availed or encashed subject to restriction on the maximum number of accumulation of leaves. The Company determines the liability for such accumulated leaves using the Projected Unit Credit Method with actuarial valuation being carried out at each Balance Sheet date in the similar manner as in the case of defined benefit plans as mentioned in (b) (ii) above.

(d) The Company does not encash leave which have been accumulated up to specified period. Such leaves have been classified as Long Term Employee Benefits. Such leaves accumulated at each accounting period are carried forward to next accounting period. Leaves other than specified leaves are encashable. There are no other encashable short term benefits. The other staff benefit schemes will be provided according to respective laws in respect of employees as and when these schemes will become applicable to Company.

10. Research and Development Expenditure

Revenue expenditure relating to research and development is charged to revenue and capital expenditure is treated as forming part of fixed assets. The expenditure on research projects is charged to the Profit & Loss Account in the year of completion.

11. Taxes on Income

The current charge for income tax is ascertained on the basis of assessable profits computed in accordance with the provisions of the Income Tax Act, 1961.

Fringe Benefit Tax is provided for and disclosed in accordance with the provision of Section 115 WC of the income Tax Act, 1961 and the guidance note on FBT issued by the Institute of Chartered Accountants of India ('ICAI'). Fringe Benefit Tax is determined at current applicable rates on expenses falling within the ambit of “Fringe Benefit” as defined under the Income Tax Act, 1961. The fringe benefit tax has since been abolished w.e.f. 1st April, 2009.

Minimum Alternative Tax (“MAT”) paid in accordance with the tax laws, which gives rise to future economic benefits in the form of adjustment of future income tax liability, is considered as an Asset if there is convincing evidence that Company will pay normal tax in future. MAT Credit entitlement can be carried forward and utilized for a period of ten years from the year in which the same is availed.


Accordingly, it is recognized as an asset in the Balance Sheet when it is probable that the future economic benefit associated with it will flow to the Company and the asset can be measured reliably.

Deferred tax is recognized subject to the consideration of prudence, on timing differences, being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to timing differences that result between taxable profits and accounting profits. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Deferred tax assets on timing difference are recognized only if there is a reasonable certainly that sufficient future taxable income will be available against which such deferred tax assets can be realized. However, deferred tax assets on the timing differences when unabsorbed depreciation and losses carried forward exist, are recognized only to the extent that there is virtual certainly that sufficient future taxable income will be available against which such deferred tax can be realized. Deferred tax assets are reassessed for the appropriateness of their respective carrying values at each Balance Sheet date.

12. Provisions and Contingencies

Provisions are recognized when the Company has a present obligation as a result of past events, for which it is probable that an outflow of resources embodying economic benefits will be required to settle and are reviewed regularly and adjusted wherever necessary to reflect the current best estimates of the obligation. Where the Company expects a provision to be reimbursed, the reimbursement is recognized as a separate Asset, only when such reimbursement is virtually certain. Contingent Liabilities are disclosed after an evaluation of the facts and legal aspects of the matters involved. Contingent Assets are neither recognized, nor disclosed. Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet date.

13. Borrowing Costs

Borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of cost of such asset till the asset is ready for its intended use or sale. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs are recognized as an expense in the period in which they are incurred.

14. Earnings Per Share

In determining earnings per share, the Company considers the net profit after tax and includes the post-tax effect of any extraordinary / exceptional item. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares.

15. Cash Flow Statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the Company are segregated. The Cash Flow statement is separately attached with the financial statements of the Company.



B. Notes to Accounts

1. Contingent liability in respect of Letter of Credit for import of raw material is Nil (Prev. year Rs. 1176 lacs.). The Company is contingently liable for an amount of Rs. 5,59,152/- payble on account of service tax liability against which Rs. 2,00,000/- has already been deposited under protest against the demand and an appeal against the order is also filed with the appropriate authorities.

2. Estimated amount of contracts remaining to be executed on capital account and not provided for as stat 31 March, 2010 amounted to Rs. 860.34 lacs (Prev. year Rs. 47.64 lacs).

3. Micro, Small and Medium Enterprises Development Act, 2006

During the year, the Company has sent letters to suppliers to confirm whether they are covered under Micro, Small and Medium Enterprises Act, 2006 as well as they have filed required memorandum with the prescribed authorities. Out of the letters sent to the parties, few confirmations have been received till the date of finalization of Balance Sheet. The information given herein below is in respect of only those suppliers who have intimated the Company that they are registered as micro or small enterprises.

4. Related party disclosure

A. Related parties

(1) Key Management Personnel (i) Mr. N.K. Bajaj(KMP) Chairman & Managing Director

(ii) Mr. J.K. Khaitan*Vice Chairman & Managing Director

(iii) Mr. S.C. Agarwal*Senior Executive Director

(2) Associate Companies (i) ABC Paper Ltd.

(ii) Amrit Corp. Ltd.

S.No. Particulars 2009-10 2008-09

1. stPrincipal amount remaining unpaid as on 31 March, 2010 58161 NA

st2. Interest due thereon as on 31 March, 2010 -- NA

3. Interest paid by the Company in terms of Section 16 of Micro, -- NASmall and Medium Enterprises Development Act, 2006, alongwith the amount of payment made to the supplier beyond theappointed day during the year

4. Interest due and payable for the period of delay in making -- NApayment (which have been paid but beyond the appointed dayduring the year) but without adding the interest specified underMicro, Small and Medium Enterprises Development Act, 2006

st5. Interest accrued and remaining unpaid as at 31 March, 2010 -- NA

6. Further interest remaining due and payable even in the succeeding -- NAyears, until such date when the interest dues as above are actuallypaid to the small enterprise

(Rs.)


B. Transactions with Related Parties (Rs. in Lacs)

Type of ABC Paper Ltd. Amrit Corp. Ltd. KMP TotalTransaction

2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09

(a) Payment made - - 60.67 61.91 - - 60.67 61.91for BPO services

(b) Payment made - - 5.52 5.61 - - 5.52 5.61for GroupChairman'sOffice

(c) Royalty paid for - - 51.66 58.74 - - 51.66 58.74use of brandnames

(d) Royalty paid for - - 44.60 45.38 - - 44.60 45.38use of corporatelogo

(e) Interest received on 28.32 24.21 8.85 8.85 - - 37.17 33.06unsecured loans

(f) Expenses paid - - - 1.14 - - - 1.14

(g) Expenses - - 0.51 0.15 - - 0.51 0.15reimbursed

(h) Advances/loans 300.00 - - - - - 300.00 -given

(i) Advances/loans 300.00 50.00 - - - - 300.00 50.00repaid

(j) Remuneration - - - - 75.90 58.11 75.90 58.11of key managerialpersonnel

(k) Purchase of 1.19 0.32 - - - - 1.19 0.32paper

(l) Fixed deposits - - - - 54.28 45.00 54.28 45.00accepted/renewed

(m) Interest paid (gross) - - - - 5.52 2.34 5.52 2.34

(n) Dividend paid - - 24.60 16.40 2.29 1.65 26.89 18.05

(o) Redemption of - - - 6.57 - 6.57Pref. shares

Balances as on31.03.2010

(p) Unsecured loan 191.32 191.32 88.53 88.53 - - 279.85 279.85

(q) Credit balance - - 27.79 5.91 - - 27.79 5.91

(r) Debit balance 17.22 1.03 - - - - 17.22 1.03

* Mr. J.K.Khaitan and Mr. S.C.Agrawal ceases to be the Key Management personnel w.e.f. 16th July, 2010 and 1st May, 2010 respectively upon their resignations as whole time directors as well as directors of the Company.


st5. Segment information for the year ended 31 March, 2010

(a) Business segments

The Company is engaged in the manufacturing of edible oils, which in the context of Accounting Standard AS-17 “Segment Reporting” issued by the Institute of Chartered Accountants of India, is considered as the only business segment.

(b) Geographical segments

Since the Company's activities/operations are within the country and considering the nature of products it deals in, the risks and returns are the same and as such, there in only one geographical segment.

6. Employee benefits

(a) Defined Contribution Plans

The Company has recognized the contribution/liability in the Profit & Loss Account for the financial year 2009-10.

(b) Defined Benefit Plans & Other Long Term Benefits

The following disclosures are made in accordance with AS-15 (Revised) pertaining to Defined Benefit Plans and other Long Term Benefits:

(Rs. in lacs)

2009-10 2008-09 2007-08

Gratuity Leave Gratuity Leave Gratuity Leave Encashment Encashment Encashment

Funded Funded FundedPlan Plan Plan

Amount recognized inBalance Sheet Present value of funded 201.72 115.14 106.50obligations Fair value of plan assets 152.53 114.65 117.47 Present value of unfunded 49.38 41.25 44.11obligationsUnrecognized pastservice cost Net Liability/(Assets) 49.19 49.38 0.49 41.25 (10.98) 44.11Amount in Balance Sheet Liability 49.19 49.38 0.49 41.25 10.98 44.11AssetsNet Liability/(Assets) 49.19 49.38 0.49 41.25 (10.98) 44.11Expenses recognized in theProfit & Loss Account Opening defined benefitobligation less benefits paid Current service cost 10.40 4.56 7.29 4.01 7.73 3.51Interest on defined benefit 9.21 3.30 7.45 3.09 7.36 2.46obligationExpected return on plan assets (1.92) (8.22) (9.24)Net actuarial losses/(gain) 70.55 6.21 12.30 4.61 14.11 11.97recognized in the year

Past service cost Losses/(gains) on "Curtailments andSettlements" Total, included in (88.24) 14.07 (18.82) 11.71 (19.96) 17.95"Employee Benefit Expense"Actual return on plan assets Reconciliation of benefit

obligations and plan assets for the periodChange in defined benefitobligation Opening defined benefitobligation 115.14 41.25 106.50 44.12 92.01 30.83Current service cost 10.40 4.56 7.29 4.01 7.73 3.51Interest cost 9.21 3.30 7.45 3.09 7.36 2.47Actuarial losses/(gains) 71.02 6.21 6.02 4.61 6.84 11.97Liabilities extinguishedon curtailments Liabilities extinguishedon settlements Liabilities assumedon acquisition Exchange differenceon foreign plans Benefits paid (4.05) (5.94) (12.12) (14.58) (7.44) (4.67)Closing defined benefit 201.72 49.38 115.14 41.25 106.50 44.11obligationChange in fair value ofassets Opening fair value of 21.29 117.48 115.50plan assetsExpected return onplan assets 1.92 8.22 9.24Actuarial gain/(losses) (0.47) (6.28) (7.27) Assets distributed onsettlements Contributions by employer (132.90) (7.35) (7.45)Assets acquired dueto acquisition Exchange difference onforeign plans Benefits paid (4.05) (12.12) (7.44)Closing fair value of 152.33 114.65 117.47plan assets Assets information Category of assets Govt. of India Securities 35.93% 40.19% State Govt. Securities 26.02% 24.48%Corporate Bonds 37.64% 34.87% Special Deposit Scheme 0.41% 0.46% Equity shares of listedcompanies Property Insurer Managed Funds 100% OthersGrand Total 100% 100% 100%Summary of theactuarial assumptions Discount rate 8.00% 8.00% 7.00% 7.00% 8.00% 8.00%Expected rate of return 9.00% Nil 7.00% Nil 8.00% Nilon assetsFuture salary increase 7.00 (1st 7.00 (1st 4.50% 4.50% 5.50% 5.50%

five years), five years),5.00% 5.00%thereafter thereafter



Notes:

(a) The estimates of future salary increases, considered in actuarial valuation, takes into account the inflation, seniority, promotion and other relevant factors.

st(b) The liability towards the earned leave for the year ended 31 March, 2010, based on actuarial valuation amounting to Rs.14.07 lacs has been recognized in the Profit & Loss Account.

(c) The Employees Gratuity Fund Scheme which was hitherto, i.e. upto 30.09.2009 maintained by Trust governed by Amrit Corp. Ltd., is now managed by SBI Life. The Company has taken a Group Insurance Master Policy from SBI

stLife to manage the gratuity liability. The liability towards gratuity for the year ended 31 March, 2010, based on actuarial valuation has been recognized in the Profit & Loss Account.

7. The deferred tax asset/liability comprises the following:(Rs. in lacs)

8. In terms of Accounting Standard – 28 issued by the Institute of Chartered Accountants of India, on “Impairment of assets”, the management has, at the period end, estimated the amount recoverable against fixed assets based on the present value of estimated future cash flows expected to arise from the continuing use of such assets. The recoverable amount so assessed was found to be adequate to cover the carrying amount of assets, therefore no provision for impairment in value thereof has been considered necessary by the management.

9. The amount of excise duty disclosed as deduction from Gross sales is the total excise duty for the year except the excise duty related to the difference between the closing stock and opening stock, which has been disclosed as excise duty expense in “Increase/Decrease in stock” under Schedule 11 annexed and forming part of Profit & Loss Account.

S.No. Particulars Upto For the year Upto31.03.09 Ended 31.03.10 31.03.10

A DEFERRED TAX ASSETS

i. Unabsorbed Business Loss 1.78 (1.78) -

ii. Disallowance under I. Tax Act , 1961 22.05 4.06 26.11

Total Deferred Tax Assets (A) 23.83 2.28 26.11

B DEFERRED TAX LIABILITIES

i. Depreciation 675.63 124.14 799.77

Total Deferred Tax Liability ( B) 675.63 124.14 799.77

C Net Deferred Tax Liability (B-A) 651.80 121.86 773.66

(Rs. in lacs)

2009-10 2008-09

10. Borrowing cost capitalized during the year Nil 52.50

11. Earning per share ( Basic & Diluted )

Profit after taxation as per P&L Account 798.15 335.84Less: Preference dividend (including tax) 5.41

Profit attributable to equity shareholders 798.15 330.43

Number of equity shares outstanding 73,62,968 73,62,968

Earnings per share (par value Rs. 10/- each) 10.84 4.49


2009-10 2008-09

12. Information pursuant to clause 32 of the listingagreement with stock exchanges

Loans and advances in the nature of loans toAssociates/Companies in which directors are interested

ABC Paper Ltd. 191.32 191.32

Amrit Corp. Ltd. 88.53 88.53

The above loans/advances are in the nature ofunsecured loans, interest bearing and repayable asper terms of agreements with the parties concerned.

13. Managerial remuneration (To Vice Chairman &Managing Director and Senior ExecutiveDirector)

Salary 34.35 31.47

Contribution to Provident and Superannuation Fund 7.32 6.92

Perquisites & Allowances 22.23 19.72

Commission 12.00 --

Total 75.90 58.11

Directors Sitting fees 8.93 4.95

Total 84.83 63.06

Computation of net profit under Section 349of the Companies Act, 1956

Profit before tax as per P&L Account 1228.90 492.29

Add:

1. Loss on sale of assets (Net) 41.71 5.67

2. Managerial Remuneration 75.90 58.11

Net Profit for the year 1346.51 556.07

Maximum permissible remuneration to whole 134.65 55.60*time directors under section 198 of theCompanies Act, 1956 @ 10% of the profitscomputed above

Total managerial remuneration actually paid 75.90 58.11*including Commission to Vice Chairman &Managing Director

Commission to Vice Chairman & Managing 12.00 NilDirector restricted to 50% of annual basic salary

* Due to inadequacy of profits, the remuneration of Rs. 36,55,220/- paid to Mr. J.K. Khaitan, Vice Chairman & Managing Director during the pervious year was falling under the limits laid down under Part II Section II (B) of Schedule XIII to the Companies Act, 1956. In compliance with the said section, the Company has obtained approval of shareholders by way of special resolution in the Annual General Meeting held on 12.09.2009 for payment of minimum remuneration to Mr. J.K. Khaitan.

(Rs. in lacs)


2009-10 2008-09

14. Payment to Auditors/ Cost Auditors

Payment to Auditors

- As fees 2.87 2.25

-As reimbursement of exp. /other capacity 1.18 0.99

Payment to Cost Auditors

- As fees 0.55 0.50

- As reimbursement of expenses 0.08 0.12

15. Expenditure/capital advance in foreign currency

Spares/advance for machinery 137.18 -

Interest on FCNR Loan - 39.04

Foreign Travelling 3.79 0.95

Others 3.66 0.91

16. Foreign exchange earnings Nil Nil

17. Value of import on CIF basis in respect of :

- Raw materials 38268.67 30965.57

- Capital Goods/spare parts 26.93 -

18. ADDITIONAL INFORMATION UNDER PARAGRAPHS 3&4 OF PART 2 OF SCHEDULE VI OF THE COMPANIES ACT, 1956 FORMING PART OF PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 31st MARCH, 2010

a) Capacity, Production & Purchase

Capacity Production Purchases

Class of Goods Qty. Unit Licensed Installed Actual Actual

31.3.2010 31.3.2009 31.3.2010 31.3.2009 2009-10 2008-09 2009-10 2008-09

1. Vegetable Products MT N.A. N.A. 250 250 83342 69962 15188 18724

Per Day Per Day

2. Refined / Filtered Oil MT N.A. N.A. 150 150 53083 45863 8432 9093

Per Day Per Day

Total 136425 115825 23620 27817

The Installed capacities are as per certificates given by the Factory Manager.

(Rs. in lacs)

b) Stocks of Finished Products & Sales

Stocks of Finished Goods Sales

Class of Goods Opening stock Closing stock shortage sales captive- 2009-10 2008-09 shortage sales captive-

01.04.09 31.03.10 return marg return marg

Qty Value Qty Value 31.03.10 Qty. Value Qty Value 31.03.09

MT Rs in Lacs MT Rs in Lacs Qty MT Rs in Lacs MT Rs in Lacs Qty.

1. Vegetable Products 2212 914.56 2590 1130.85 110 6 783 97267 45369.33 88047 45259.58 35 6 751

2. Refined / Filtered Oil 2123 1002.44 1969 976.34 66 20 - 61622 32040.37 54411 32254.74 64 13 -

3. Rice 36.25 - 34.29 161.11

4. Salt 49.09 58.94 509.71 482.74

5. Bye Products 34.90 37.50 1835.62 1760.38

6. Others 38.85 54.32 989.29 888.08

Total 2076.09 2257.95 80778.61 80806.63

c) Raw Material Consumed

Qty Consumed (MT) Value (Rs.In Lacs)

2009-2010 2008-2009 2009-2010 2008-2009

(i) Oils & Fats 144399 123896 55493.88 52404.40

(ii) Stores, Spare parts, Chemicals & Others - - 4960.71 4320.14

19. Value of Indigenous & Imported Raw Material Consumed

Value (Rs. In lacs)

2009-10 2008-09

Indigenous % Imported % Total Indigenous % Imported % Total

Oils & Fats 17225.22 31.04 38268.67 68.96 55493.88 21438.83 40.91 30965.57 59.09 52404.40

Spare parts, 4933.78 99.32 26.93 0.54 4960.71 4314.28 99.86 5.86 0.14 4320.14Chemicals& Others

20. Previous year figures have been regrouped/re-arranged wherever found necessary.

As per our report of even date.

For V. Sahai Tripathi & Co. N.K. BajajChartered Accountants (Chairman & Managing Director)

Mahesh Sahai V.K. BajajPartner (Director)Membership No. 6730

Place : Rajpura Rajesh AggarwalDated : 27th July, 2010 [President (Corp.) & Company Secretary]


BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE(Pursuant to Part IV of Schedule VI to the Companies Act, 1956)

1 REGISTRATION DETAILSRegistration No. 6208State Code 16CIN(L51909PB1985PLC006208)Balance Sheet date 31.03.2010

Rupees ' 000

2 CAPITAL RAISED DURING THE YEAR ENDED MARCH 31st, 2010Public issue --Rights issue --Bonus issue --Private Placement (Preferential allotment to Promoters) --

3 POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDSAS ON 31.03.2010Total liabilities 822119Total assets 822119

SOURCES OF FUNDSPaid-up capital 74805Reserves and surplus 277373Secured loans 268463Unsecured loans 124113Deferred tax provision 77365

Total 822119

APPLICATION OF FUNDSNet fixed assets 462059Net current assets 360060

Total 822119

4 PERFORMANCE OF THE COMPANY FOR THE YEAR ENDEDMARCH 31st, 2010i) Turnover (Sale of products and other income) 8088326ii) Total expenditure 7965436 iii) Profit before tax 122890 iv) Profit after tax 79815 v) Earning per share (face value of Rs.10/-) (in Rs.) 10.84vi) Dividend rate (%)-Equity shares 20%

5 PRODUCTS OF THE COMPANYGeneric names of principal products/services of the Company

Item Code No. Product description 15162009 Vegetable Products, Refined & Filtered Oils

Note :The above particulars should be read alongwith the Balance Sheet as at 31st March,2010, the Profit & Loss Account for the financial year ended on that date & the schedules forming part thereof.


Pleaseaffix

Rupee 1/-Revenue

Stamp

AMRIT BANASPATI COMPANY LIMITEDRegd.Office:Patiala - Chandigarh Road,Rajpura(Pb.) 140401

DP Id* Folio No.

Client Id* No. of shares

Name of the Shareholder :-

I hereby record my presence at the 25th Annual General Meeting of the Company at Amrit Bhawan, J-3, 9/13, Gobind Colony, Rajpura (Pb.) - 140 401 at 11.30 a.m. on Saturday, 25th September, 2010.

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

*Applicable for Member holding shares in electronic form. Signature of the Shareholder/Proxy

Notes: Member/Proxyholder desiring to attend the meeting :

1. must bring the duly signed Attendance slip to the meeting and hand it over at the entrance;

2. should bring his/her copy of the Annual Report for reference at the meeting.

AMRIT BANASPATI COMPANY LIMITEDRegd.Office:Patiala - Chandigarh Road,Rajpura(Pb.) 140 401

I/We ………………………………………………………………………………………………….................

of ………………………………………… in the district of ………………………………………..................

being Member/Members of the above named company, hereby appoint………………………................

........................................... of ........................................ in the district of ..............................................

or failing him ..................................... of ............................. in the district of ...........................................

as my/our proxy to attend and vote for me/us on my/our behalf at the 25th Annual General Meeting of the Company to be held on Saturday, 25th September, 2010 at 11.30 a.m. at Amrit Bhawan, J-3, 9/13, Gobind Colony, Rajpura (Pb.) - 140 401 and at any adjournment thereof.

Signed this ………………………………day of …………………………2010.

Folio No. : ……………………DP ID No.* …………………………Client ID No.* ……………………….

* Applicable for Member holding shares in electronic form.

No. of shares held : ………………

Signature of the member across the stamp …………………….. ....…………………….

Notes: 1. This proxy form must be lodged with the Company at its Registered Office at Patiala- Chandigarh Road, Rajpura (Pb.) - 140 401, not less than FORTY-EIGHT HOURS before the commencement of the meeting.

2. Those members who have multiple folios with different jointholders may use copies of this attendance slip/Proxy.

ATTENDANCE SLIP

PROXY

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