Serving Society through Industry - Bombay Stock … No-1, Flat No-2, Ground Floor, G-sector, Town Centre, CIDCO, Aurangabad -431003 (M.H.) REGISTRAR & TRANSFER AGENT Karvy Computershare

SANWARIA GROUPServing Society through Industry

A Sanwaria Group EnterpriseAn ISO-9001:2000 Certified Company

A Govt. Recognized One Star Export HouseE-1/1, Arera Colony, Bhopal - 462 016 (M.P.) India

SANWARIA AGRO OILS LIMITED

ST21 ANNUAL REPORT 2011-2012

“SANWARIA” An Emerging FMCG Company

st21 Annual Report 2011-2012SANWARIA FMCG COMPANY

R e f i n e d S o y a b e a n O i l

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BANKERSPunjab National Bank State Bank of India Bank of India

IDBI Bank Ltd Standard Chartered Bank Oriental Bank of Commerce Axis Bank Ltd HDFC Bank Ltd ICICI Bank Ltd Yes Bank Ltd China Trust Commercial Bank

PLANT LOCATIONS:

ITARSISOYA DIVISION19-30, Industrial Area, Kheda, Itarsi (M.P.)

MANDIDEEPSOYA DIVISION UNIT-I53A, 53B & 55, Sector-A,Industrial Area, Mandideep (M.P.)

SOYA DIVISION UNIT-II53A,53B & 55, Sec-AIndustrial Area, Mandideep (M.P.)

BETULSOYA DIVISIONKosmi, Industrial Area, Betul (M.P.)

HARDA SOYA DIVISION UNIT-IPidgaon, Harda (M.P.)

SOYA DIVISION UNIT-IIPidgaon, Harda (M.P.)

MARKETING OFFICES:First Floor, Room No. 5, Sunder Bhuvan, 32-38,Perin Nariman Street, Fort, Mumbai – 400 001.

Plot No-1, Flat No-2, Ground Floor, G-sector, Town Centre, CIDCO, Aurangabad -431003 (M.H.)

REGISTRAR & TRANSFER AGENT Karvy Computershare Private LimitedHyderabad (A.P.)

CORPORATE CUM REGISTERED OFFICE E-1/1, Arera Colony, Bhopal-462016 (M.P.)

SUBSIDIARY COMPANY OFFICE Sanwaria Singapore Pte. Ltd7500A Beach Road, #08-313The Plaza, Singapore (199591)

I II I I

I I II I

CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. R. N. Agrawal

(Chairman)

Mr. Anil Agrawal

(Whole Time Director)

Mr. Ashok Agrawal


Mr.Gulab Chand Agrawal


Mr. Satish Agrawal


Mr. Rajul Agrawal

(Non Executive Director)

Mr. Surendra Kumar Jain

(Independent Director)

Mr. H. K Agrawal


Mr. Shyam Babu Agrawal


Mr. Hans Kumar Verma


Mr. Keshri Singh Chauhan


Mr. Santosh Kumar Tiwari


COMPANY SECRETARY &

COMPLIANCE OFFICER

Ms. Shazia Afzal

AUDITORS

Sunil Saraf & Associates

Chartered Accountants



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CONTENTS

CHAIRMAN MESSAGE

DIRECTOR'S REPORT

ANNEXURES TO THE DIRECTOR REPORT

MANAGEMENT DISCUSSION & ANALYSIS REPORT

REPORT ON CORPORATE GOVERNANCE

REPORT OF THE AUDITOR

ANNEXURE TO THE AUDITOR REPORT

BALANCE SHEET

PROFIT & LOSS ACCOUNT

SCHEDULES

AUDITORS CERTIFICATE

ABSTRACT

CASH FLOW STATEMENT

PAGE No.

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PARTICULARS 2011-2012 2010-2011 2009-2010 2008-2009 2007-2008

REVENUE ACCOUNT

NET SALES 141174.51 156252.31 111675.70 111143.55 93962.68

EBIDTA 8278.43 7088.35 7744.66 7336.88 7747.20

PROFIT BEFORE 1921.01 3831.91 5764.23 5717.99 6434.95TAX(PBT)

TAXATION 216.15 733.10 1882.74 1913.41 2103.37

PROFIT AFTER 1704.85 3098.80 3881.49 3804.57 4331.58TAX (PAT)

CAPITAL ACCOUNT

SHARE CAPITAL 3480.50 1740.25 1740.25 1740.25 1070.12

RESERVES & 20016.27 20051.66 17119.10 13657.86 11456.47SURPLUS

SHAREHOLDERS 23395.62 21598.41 18573.50 15019.90 12172.19FUND

BORROWINGS 37596.34 42537.71 27215.46 15874.62 19325.24

FINANCIAL RATIOS

EBIDITA TO 5.86% 4.53% 6.93% 6.60% 8.24%SALES

PBT TO SALES 1.36% 2.45% 5.16% 5.14% 6.85%(%)

PAT TO SALES 1.21% 1.98% 3.48% 3.42% 4.61%(%) DEBT EQUITY 1.60 1.96 1.46 1.05 1.58RATIO

EPS(RUPEES) 0.49/- 0.84/- 2.27/- 2.27/- 2.52/-BASIC

DIVIDEND % NIL NIL 20 25 30 (10% Interim + 15% Final)

FINANCIAL HIGHLIGHTS (` in Lacs)



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CHAIRMAN'S MESSAGE

Dear Shareholders,

stI, take great pleasure in welcoming you all to the 21 Annual General Meeting of our Company.

Sanwaria performed creditably in this challenging environment. The Company retained its market leadership across various brands and continued to launch innovative products supported by effective marketing campaigns. Even as the industry environment became progressively difficult, Sanwaria strengthened its position as one of the India's leading household brand in the markets of its presence.

The Company performed better in 2011-2012, Net Revenue Stood at ` 1433 crore and Net Profit ` 17.04 crore, following cost control.

Sanwaria possesses a robust foundation with around 40% of its total revenue derived from trading of CPO, Soya Degummed Oil, Crude Sunflower Oil, Wheat , Paddy, Gram, Soya DOC, Pulses etc through import and 60% from manufacturing. The Company has achieved branded sales from 2% to 10% in 2012.

Over the past year the Company has continued to build cost effective strategy to deliver affordable products to the consumers. Your Company has evolved to a size and scale that it's poised to address global opportunities.

Edible oil industry in India is expanding at a pace faster than its peers around the world because of increasing per-capita consumption that still stands at much lower levels compared with world average. Nearly 60 percent of the domestic demand is being met through imports. Due to rising imports, the industry is getting increasingly correlated with the global scenario where a lot of volatility has been seen in recent years because of financial crisis and expanding demand for bio fuels. In the near term, rising international prices coupled with strong demand scenario will help keep margins of industry strong. However, if there is a substantial surge in feed stock prices, it can impact the prices of standalone solvent extractors.

The foremost demand of the industry is that the government should restore the duty walls so as to support the local producer.

India's GDP is estimated to grow at 6.9 per cent in real terms in 2011-12. The growth is estimated to be 2.5 per cent in agriculture, 3.9 per cent in industry and 9.4 per cent in services. There is a significant slowdown in comparison to the preceding two years, primarily due to deceleration in industrial growth, more specifically in private investment. Rising cost of credit and weak domestic business sentiment, added to this decline. India's GDP growth for 2012-13 is expected to be 7.6 per cent +/- 0.25 per cent.

R. N. Agrawal



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In widening our revenue spread and climbing the value-chain, we expect to enhance value for our stakeholders more visibly over the foreseeable future. Going ahead, the Company intends to embark on the Commission of Basmati rice production in a couple of months.

We are augmenting our manufacturing, research and marketing base to pursue strong and sustained growth.

Sanwaria's attractive positioning for over two decades, Growing its business around edible oil manufacturing and is committed to emerge as a FMCG Company to make people healthy naturally. Sanwaria is to deliver innovative and effective products, sustain new product launches across emerging categories in global and Indian geographies to satisfy consumer needs.

Let me take this opportunity to acknowledge with pride the high spirit and sense of dedication of our employees, the support of farmers and the enduring faith of our bankers and shareholders in our corporate strategy. On the strength of our collective efforts and the external scenario Company is reviving gradually but firmly.

Warm Regards

Ram Narayan Agrawal

st21 Annual Report 2011-2012SANWARIA FMCG Company


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DIRECTOR'S REPORT

To The Members of Sanwaria,

Your Directors have pleasure in presenting their report along with the accounts of the Company for the year stended 31 March 2012.

FINANCIAL RESULTS (` in Lacs)

FY 2012 FY 2011

Net Turnover & Other Income 143315 159203

Profit before depreciation, Interest and Tax 8278 7088

Depreciation & Amortization expenses 590 578

Finance charges 5767 2678

Profit before Tax 1921 3832

Provision for Tax 300 708

Profit after Tax (Before Deferred Tax) 1620 3124

Less/Add: Tax (Deferred) (84) 25

Profit After Deferred Tax 1704 3099

Dividend - -

Reserves 20016 20052

Shareholders' Fund 23396 21598

PERFORMANCE REVIEW- OPERATIONAL

Company is making out all effort to ensure that the products developed are in tune with the needs of the consumers and initiated several steps to mark its presence in the premium markets, reducing the marketing lag and improve of the Company's product are some of the current initiative that are expected to help the Company to be a cost effective to enable its to meet the challenges of competitive markets in the future.

Oil Division

During the year Soya Seeds processed stood at 238852 MT. Your Company sustained to be one of leading player in the Edible Oil sector. The Capacity Utilization of the solvent extraction plant has been constantly higher than Industry average.

Refinery Division

Production of Refined oil stood at 26573 MT during the year under review.

APPROPRIATIONS

Dividend

With a view to conserve resources for funding the business expansion plans of the Company, no dividend on the Equity Shares for the year ended 31st March, 2012 was recommended.



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Transfer to Reserves

The Board has recommended to transfer of ` 200 Lacs, being 11.7% to the profit earned during the year to the General reserve and an amount of ̀ 1505 lacs out of Current year's profit is retained in the profit & loss account.

MANAGEMENT DISCUSSION AND ANALYSISA detailed report on the management discussion and analysis provided in separate section elsewhere in this Annual report.

BRANDING, AWARD AND RECOGNITION

stYour Company won many accolades and Crowned with “fastest wealth creators” award and top with 1 rank by “Motilal Oswal creation study during (Financial Year 2006-2011)”.

th th thRanked 379 in terms of Net Sales, Ranked 512 in terms in terms of Cash Profit and 459 in terms of PAT by “Fe 500 India's Finest Companies out of 500 companies”.

thRanked 194 in term of Market Capitalization by “Fe 500 India's Finest Companies” out of 500 companies.

th th th rdRanked 347 in terms of Net Sales , 747 in terms of Operating Profit ,657 in term of Net Profit , 663 in terms of

th thTotal Assets ,755 in terms Net Worth and 577 in terms of Market Cap by “Business Standard 1000”.

rd stRanked at 263 being “the fastest – Growing mid size Company by Inc. india magazine” and awarded with 1 position in terms of Top Public Wealth Creator during tenure of 2007-2010 and Stood in Top 25 Companies in terms of top line CAGR with 35.6% among the turnover (Topline) range of ̀ 1000 crore to ̀ 1500 crore.

thRanked by “Plimsoll Global Analysis, United Kingdom” at 290 largest Company in the Global Food Manufacturing industry amongst the World's top 500 Food Manufacturers and also listed as a top performer at

th230 most profitable food manufacturing of the World.

STEPPED DOWN AREA

Your Company continues to rein enviably in its product portfolio-both in number and performance. The Company has launched:

WHOLE WHEAT CHAKKI FRESH ATTA under the brand “SANWARIA SETH” in a consumer pack of 1, 2, 5 & 10 Kg. Currently it has been launched in M. P., CG. Going forward it shall be launched in some other parts of central region and in North & South (Andhra Pradesh, Tamil Nadu) region also. We are going for fortification of this Chakki fresh Atta which is enriched with more protein and nutrient that meet the WHO standards.

SOYA NUGGETS /CHUNKS – “SANWARIA PRODIET”, Leveraging new capabilities to open up new growth vectors new products like “ Sanwaria Prodiet” launched which is currently being outsourced. Consumption opportunities were successfully tapped and widened through Introduction of (Soya Nuggets /Chunks), In the upcoming year the Soya Nuggets production plant is also on the radar.

BASMATI RICE , Additionally your Company focused attention on building new capabilities and a robust pipeline of innovation, While building brand differentiation and relevance the Company has entered into Basmati rice segment which is expected to be launched in a couple of months under the brand strategy .

“SANWARIA” brand, promoted during the year in addition to “NARMADA” hold promise and hope for the Company business. Import of commodities like Soya Crude Degummed Oil, Crude Palm Oil, Coal, RBD Palmolien and sunflower Oil etc. are already placed to strengthen the business.

The Company is gaining momentum for Supply of “SULABH” RBD Palmolien domestically with a view of growing demand in the upcoming years . Fortified Soya refined Oil, Blended edible oil, Refined Bleached Deodorized Palm olien, High protein soya meal, Full fated and Defatted Soya flour are the new avenues to capture market.



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FUTURE PROSPECTS

Your Company will invest more in marketing initiatives with an aim to grow the non-credit based segment . Some new retails like Wall Mart, Metro, Carry Four are likely to be inducted, On the other hand we are expanding our own marketing network into various regions. The core business and will work with strategic partnerships or alliances in the various divisions to create more value for the shareholders with a vision to emerge as an FMCG player and focusing to promote its “SANWARIA” brand by entering into long-term marketing and branding strategy in place and through this Company will increase its branded sale to 35-40% from 10% of current level. Further the step of government to ban the loose oil sale will also support branded sale contribution significantly.

Operation have also been streamlined for differentiated products Like “SALT” in addition to existing portfolio of Whole Wheat Chakki Fresh Atta (SANWARIA SETH), Soya Nuggets (“SANWARIA PRODIET”),Basmati Rice. “Sanwaria” ,“Narmada”, and “Sulabh”, are placing prominent position of the Company into the market.

Some value added Soya based products Like Soya Flour, Soya Tofu and Potato based –Like Chips, Flakes, and Vanaspati , Vegetable oil refinery are in pipeline.

WIND POWER DIVISION-HIVED OFF

Board considered and approved hive off Wind power division of the Company to purely concentrate on FMCG sector and its branded sales. Thereby disposed off its Wind power division with effect from 1st April 2012 to its subsidiary Company Sanwaria Energy Limited incorporated solely for the purpose of wind power generation.

SUBSIDIARY Company

There has been no business activity during the year by Sanwaria Singapore Pte. Limited (Singapore), a wholly owned subsidiary of Sanwaria.

DIRECTORS

Mr. Santosh Kumar Tiwari, Mr. Surendra Kumar Jain and Mr. H. K. Agrawal, are Directors retire by rotation in accordance with the provisions of the articles of Association of the Company and being eligible offers themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies (Amendment) Act 2000, the Directors confirm that: In preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures.

They have consulted the Statutory Auditor in the selection of Accounting Policies. The Policies have been applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair

stview of the state of affairs of the Company at the end of the financial year ended March 31 , 2012 and the profit stand loss for the year ended March 31 , 2012.

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

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

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS / OUTGO

Details of energy conservation and Research and Development activities undertaken by the Company along with information in accordance with the provisions of Section 217(e) of the Companies Act, 1956 read with

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Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure to the Directors' Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits under section 58A of the Companies Act,1956 and hence no amount of principal and interest was outstanding as on the date of this Annual report.

The Company's relationship with its consortium and other bankers continued to be cordial during the year.Company would like to thanks its Bankers for their support. The assets of the Company are adequately insured against all types of risks. “CARE” assigned to Company “A2+” rating revised for short term debts and “BBB+” for long term debt, whereas annual surveillance is due.

LISTING

The Company is also viewing to step into Overseas Listing. At present the shares of the Company are listed on Bombay Stock Exchange of India limited and National Stock Exchange of India Limited.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were paid such remuneration during the year under review, which attract the provisions of Section 217(2A) of the Companies act, 1956 as amended.

AUDITORS AND AUDITORS' REPORT

M/s Sunil Saraf & Associates, Chartered Accountants, Indore, auditors of the Company retire at the ensuing Annual General meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board of Director recommends reappointment of Auditors of the Company for the Financial year 2012-2013 for shareholders approval.

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled Report on Corporate Governance, which forms part of the Annual Report. The Auditors Report on Corporate Governance compliance is also annexed therewith and compliance report signed by the Chairman of the Company in connection with compliance with the Code of Conduct and also CEO/CFO certification in addition to Certificate from Statutory Auditors of your Company regarding compliance of Conditions of Corporate Governance as required by the amended clause 49 of the listing agreement

ACKNOWLEDGEMENTS

The Directors place on record their sincere gratitude for the assistance received from the Banks during the year and would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, employees and all other business associates for the continuous support given by them to the Company and its management.

For and on behalf of the BoardDate: 25/08/2012 Ram Narayan Agrawal

Place: Bhopal (Chairman)

FINANCE & INSURANCE

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Information required under the Companies(Disclosure of Particulars in the Report of Directors) Rules, 1988

stand forming part of director's report for the year ended 31 March, 2012

A. CONSERVATION OF ENERGY:

The Company has taken the following measures towards the conservation of energy.

i) Using light only whenever required.ii) Minimise the use of air conditioner. iii) Various energy conservation techniques were initiated at large scale and successfully implemented.iv) Maintained/controlled the mixing of Fuel & Air ratio resulting into maximization of boiler efficiency.v) Online monitoring of Boiler Efficiency resulting into improvement of Efficiency by 2%.vi) Installation of higher efficiency DG sets for uninterrupted power supply.vii) Power generation through Wind Turbine Generator.viii) Utilization of UPS and high voltage control stabilizers.

b) The required date with regard to conservation of energy is furnished below:

Power and Fuel Consumption

Electricity Year Ended Year Ended st31st March, 2012 31 March, 2011

a) Purchased Unit KWH 10428063 12457602

Total amount in ̀ 61828441 61696332

Rate/ Unit(KWH) ` per unit 5.93 4.95

b) Own Generation KWH 167656 194914

Total amount in ̀ 1938995 2638611

Rate/ Unit(KWH) ` 11.56 13.54

COAL 'C' & 'D' Grade for Steam generation

Quantity MT 25881.68 31778.22

Total Cost in ̀ 128653161 10643838

Average Cost per MT ̀ 4970.82 3481.75

FURNACE OIL - -

OTHERS/INTERNAL GENERATORS - -

Consumption per unit of production

Cost per MT of Production

Electricity 253.79 219.25

Furnance Oil Litre KWH/ MT - -

Coal (Specify) MT 528.09 393.20

Others (Specify) MT - -

Benefits of above measures

i) Reduction in consumption of electrical power.ii) Reduction in recourse consumption .iii) Increase in equipment utilization.iv) Optimal load management.v) Reduction of Green House Gases through wind power generation.

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Also Company has been able to achieve the least possible consumption of energy in comparison to the industry average.

Contents Company's Consumption Industry's Consumption

Electricity Consumption 42 units 50 units*

Coal Consumption 106 kg 150 units*

*Source: Observed from the cases of most of the plants in the area.

B. TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

1. Specific areas in which Technology absorption and R&D carried out by the Company:

1. Developing new products and product improvements.2. Standardization of raw material, production methods and finished goods quality.3. Up gradation of plants for the improvement in quality of oil.4. Promotion of its Brands through Radio channels, Advertisement in T.V. channels, Cineplex etc. to expand

market share and to increase consumption of the products.5. Reduction of emission of pollutants from Chimney by installing pollution control equipments. 6. Process of getting certification of ISO-14001, 22000 and GMP.7. Manufacturing of Jar for packaging of Soy Refined Oil and RBD Palm oilen as captive consumption.

2. Benefits Derived as a result of above:

w Product Improvementw Cost Reductionw Product developmentw Enhanced capacity utilization.w Significantly reduce the emission of pollutants into environment.w The quality of Company's products has improved and thereby enjoying significant position in the industry.

3. Future plan of action:

To Continue R & D in the existing area. Explore new ingredients, processes and technologies to create new preposition and taste experiences.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

The Company has continued to maintain focus and avail of export opportunities based on economics considerations.

Foreign Exchange earned and used: (In US $)

Contents 2012 2011

Foreign exchange earned US$ 15.35 Million US$ 17.01 Million

Foreign exchange used US$ 19.85 Million US$ 43.42 Million

Net Foreign exchange earned US$ -4.50 Million US$ -26.41 Million

Date: 25/08/2012 For and on behalf of the Board

Place: Bhopal Ram Narayan Agrawal (Chairman)

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Palm Soybean Rapeseed Sunflowerseed Cottonseed Peanut Palm Kernel Coconut Olive Total

Soybean has been a staple for thousands of years, touted as a miracle crop, low in fat and cholesterol, and an ideal protein for vegetarians or those wishing to cut back on animal protein. Conventional wisdom among many dietary experts is that eating soy is good for you. Fibrous soy can be processed into fake meat, rendering a versatile, plant-based protein.

A one cup serving of soybeans has more than 55 percent of the daily need for protein. Soyabean has attained a vital status in agriculture and oil economy of India. India is the fifth largest producer of Soyabean in the world producing 11 Million Metric tonnes having 4.37% of total soya production in 2011.

Whole Soyabean products are primarily edible products such as the seed, bean sprouts, baked soyabean, full fat soya flour used in various products of baking, roasted soyabean used as confectioneries, soya nut butter, soy coffee, and other soya derivatives of oriental foods.

India is primarily a closed economy in the soyabean arena. Every year it exports around 5 Million Metric Tonnes de-oiled cake (DOC) and earns valuable foreign exchange. Sanwaria is one of the leading solvent extractor and manufacturer of soy refined oil & de oiled cake. It exports about 65% of its production of soy meal. In addition to normal Soya meal, it also produces specialized high protein soybean meal. It is an integrated agro food processor and an emerging FMCG Company engaged in the business of manufacturing of soy oil ,soy cake and other FMCG products and has presence in the sector since 1991.

Industry Structure and Development

Consuming fats is an essential nutritional need, most of which is met through visible fat sources - vegetable Oils. The per capita consumption has already reached 14.2 kg, which means the average consumption has risen to 38.9 gm, Edible oil consumption is closely linked to economic development, in which soyabean has been placed at the

nd2 rank with 42.6 Mn. Metric Tonnes, placing palm at the first with 49.6 Mn. Mt.

World vegetable Oil Consumption, 2011

49.6 42.6 23.2 12.9 5.2 5.2 5.1 3.9 3.0 150.8

Vegetable oil consumption is income and price elastic. Both higher incomes and lower prices have contributed to the rising consumption. The increasing oil demand is an economic challenge, too. The import bill is bound to go up with rising consumption.

The vegetable oil deficit in FY 2011-2012 was expected to be around 10.8 million tons of which 87 is likely to be met through imports. The edible oil import for current marketing year is estimated at 9 million tons, which include 7 million tons of palm oil, 1.4 million ton of soy oil, 6,00,000 tons of Sunflower oil and 15000 tons of other edible oils. The total vegetable oil needs of the projected Indian population of 1,685 million by 2050 works out to 17.84 MT to meet the nutrition requirement. The needs of vegetable oils to meet the nutritional fat requirement even by 2050 can easily be met if we increase the production of supplementary sources of vegetable oils, besides increasing productivity.

Export of edible oils was permitted only in branded consumer packs of up to 5 Kgs, but now such export of edible oils is prohibited, as per Directorate General of Foreign Trade ( DGFT)

Soybean has only 17-18% oil content. In trading, major price guiding factor is soybean meal. Most of meal is

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exported to big nations. Moreover, Doc demand also finds its way from Asian countries regularly.

According to the production estimate, while internal supply of edible oil seed is around 38.5 Mn MT, demand is roughly 59 Mn MT. The gap is met increasingly through imports, a drag on the exchequer. Demand and supply gaps in edible oil are to be addressed by emphasizing minor oil seeds as well, such as rice bran, cotton or safflower and nigerseed. Technology will need to be imported from edible oil exporting countries, to reduce the lead time for sowing and production.

Health and Benefits of Soya

Soybeans have been used for centuries as food, medicine, filler and animal feed, Some of the point satisfies the statement.§ Enhance immune function § Strengthen human tissues and organs§ Improve energy § Whiten and care skin§ Prevent cancer§ Prevent oxidation§ Reduce blood fat§ Prevent deafness§ Bring high blood pressure down

Versatile For Many Applications

Composed of both protein and oil, soybeans open the door for a variety of uses. Soybean processors can divide soy's components into soy protein (soybean meal) and soy oil. Soy protein, which makes up 80 percent of the soybean, primarily serves as animal feed and is incorporated in many human foods. For oil, food industry consumes more than 83 percent of U.S. soybean oil for purposes such as cooking, baking and frying. The remaining soybean oil is applied in industrial applications such as adhesives, coatings and printing inks, lubricants, plastics and specialty products, but also biodiesel, a fuel using soybean oil as a feedstock.

Now candles are made from soy wax, which is hydrogenated soybean oil. They are cheap, natural, long lasting upto 50% and it produces about 90% less soot compared to paraffin wax candles.

Threats, Risks and Concerns

India's edible oil imports in the year beginning November could top 10 million tonnes with consumption set to grow and poor rains clipping the domestic oilseeds crop, Even if we presume oilseed production at existing levels, 800,000 tonnes more of oil has to come in the next oil year, with annual demand increasing by an average 3-4 percent and an additional annual population of 20 million.

The country could buy up to 9.4 million tonnes of oil in the current year ending Oct. 31, up from 8.4 million tonnes last year with insufficient and erratic rains in some of the oilseed growing regions paring the summer crop by eight to ten percent. India, the world's top edible oil importer, buys palm oil mainly from Indonesia and Malaysia and soyoil from Argentina and Brazil.

Key oilseeds growing states including Madhya Pradesh, Maharashtra, Rajasthan, Gujarat and Karnataka have so far received less than normal rainfall in the monsoon season that began on June,1 .Much would also depend on how the monsoon shapes up in the last phase of the monsoon in September and later on in October. Area under key oilseeds has been more or less at the same levels as in the previous year, erratic rains during the sowing season in July and earlier weeks have either caused damage to the crop or have led to withering in some regions.

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This would ultimately hit production and productivity.

Soybean output will be at same levels as last year with rains comfortable in the growing belt in Madhya Pradesh and Maharashtra. But there is a problem with the groundnut crop in Karnataka and Saurashtra region in Gujarat even though the acreage is lower. Soybean has lower oil content than groundnut and rapeseed, but its prices have been ruling high due to global and domestic factors.

Overall summer oilseeds output will be lower than last year. Groundnut, sunflower, sesame production will be hit. Cotton area is also lower and cotton oil will suffer and all this will lead to higher edible oil imports.

Government Policies:

There is no increase in custom duty on import of RBD Palmolein, which was requested for by the Association to counter the inverted duty structure of Indonesian Government for CPO (16.5%) RBD Palmolein (8%). This is evident from the fact that import RBD Palmolein already jumped up from monthly average of 1,00,000 tonnes to 3,00,000 tonnes in the month of Feb. This will surely call a death knell for Indian domestic vegetable oil refining industry. This will also cause unemployment of more than 1 lakh persons directly and affect more than 5 lakh people of ancillary industries.

There is arrangement for Vegetarian and Non Vegetarian in our country just like that the arrangement should be for GM food labeling in interest of Indian farmers. GM food is injurious to health and Indian agriculture as well. European countries do not allow even single export which contains GM food.

Borrowing Cost: The year under review interest rate was very high, expected to be lower in 2012-13 which will reduce finance cost of the Corporate's significantly.

Higher Electricity Charges- The rates of electricity charges are continue to be very high. Government should take some measures to reduce the burden of Industries.

Company Scenario

Emerging as a FMCG player the Company has already added few products , Planning to leverage by adding some more in to the product basket viz Fortified Soya oil , Soya refined Oil , Blended edible oil, Refined Palm olien oil, High protein soya meal, Full fated and Defatted Soya flour, and Salt etc. Sanwaria is doing good in all its three oil brand “SANWARIA”, “SULABH” and “NARMADA”.

In view of increasing demand and expected revenue, the Company is promoting its “Sulabh” Brand by trading in RBD Palmolien.

During the year the Company launched Whole Wheat Chakki Fresh Atta (Flour) under brand strategy named “SANWARIA SETH”, Soya nuggets/Chunks under “SANWARIA PRODIET” these value added products will lead by 15-20% increase in branded sales this marketing year.

Going forward some new retail chains like Wall Mart, Metro, Carry Four are likely to be inducted , On the other hand we are expanding our own marketing network into various states .We have targeted 35% contribution from branded sales in next 2 years.

Presently we have two supply chains –Direct & Indirect for our product

Through Direct chain –We have marketing arrangements with Hariyali Kisan Bazar (DCM), Reliance fresh, Pantaloon (Big Bazaar), ITC Choupals, and Vishal Retails etc.

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Indirect Chain- We have various C&FA in M.P., CG, U.P., Delhi(NCR) Himachal Pradesh, Haryana, Orissa, Maharashtra and 10-15 Distributor under each C&FA, Our branded sale have contributed 10% in total oil revenue which was only 2% till the year 2007,

Surely the Company is strengthening as an FMCG Company. Basmati rice segment which was on the trail is going to deliver its consumer packs in next 3-4 months.

Segment Wise Performance – Wind Power

stTill 31 March 2012 the Company has Wind Turbine Generators of 8.4 MW capacity out of which 1.8 MW at Tenkasi in Tamilnadu and 6.6 MW at Dewas in Madya Pradesh. This Segment of your Company registered a revenue of ̀ 350 lakhs and Profit after Tax (PAT) of ̀ 151.86 lakhs, for the year.

stW.e.f. 1 April,2012 Wind Power division has been hived off to Sanwaria Energy Limited, Subsidiary Company of Sanwaria Agro Oils Limited

Financial performance

Financial performance of the Company is covered in the Directors' Report

Internal Controls system

The Company has an internal audit system with the objective of safeguarding the Company's assets, protection against loss from unauthorized use or disposition, ensuring that all transactions are properly authorized, recorded & reported correctly, and providing significant assurance at reasonable cost, of integrity, objectivity and reliability of financial information. The management of the Company duly considers and takes appropriate action on recommendations made by the internal auditors, audit committee of the Board periodically.

Human Resources

A knowledge driven Company built on the strength of technical talent , progresses fast and sustain long , In tune with philosophy, Sanwaria has consciously added skilled and experienced professional on a regular basis. And in view of this conscious need of the formal human resources , system oriented planning and business strategies , the Company has initiated steps to create systems and procedures that will enhance further the work environment, productivity and performance . The Company will continue to focus on talent search and retention and working towards this objective.

Cautionary Statement

Statements in this Directors' Report and Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

Corporate Social Responsibility

Committed to be socially responsible, the Company is going to start a hospital through a charitable trust at Itarsi by the end of this fiscal year which will be helping hand towards social and economic development of the villages and the communities located close to its operations and also providing assistance to improving their quality of life.

.

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REPORT ON CORPORATE GOVERNANCEPHILOSOPHY ON CORPORATE GOVERNANCE

Sanwaria has always attached great importance to good and responsible corporate governance. The Company belongs to all the stakeholders and corporate objective is to maximize shareholders value ethically and legally. Hence efforts are made to raise transparency trust and confidence of stakeholders in the ways the Company is run. The team in Sanwaria works as a trustee on behalf of shareholders.

The Company is committed to optimize its long term value for its stakeholders and strive to achieve best practices of Corporate Governance and reporting system.

BOARD OF DIRECTORS As of the date of report the Company have an appropriate mix of executive, non- executive and independent directors to maintain the independence of the Board and to separate its function of governance and management. The executive Director includes Whole time Director, Majority of the Board are non executive and independent Directors.

stThe Following is the composition of Board as on 31 March 2012.

Category No. of Directors Percentage of total No. of Directors

Executive Directors 4 33.33

Non Executive, Independent Directors 8 66.67

Total 12 100.00

The Board of Director guides, direct and overseas the management and protects the interest of the customer, shareholders, employees and society at large .The Board also ensures the compliance of the applicable provisions, code of ethical standards.

DETAILS OF DIRECTORSHIP, BOARD MEETING ATTENDANCE ,COMMITTEE MEMBERSHIP AND COMMITTEE CHAIRMANSHIP HELD BY EACH OF THEM AS ON 31ST MARCH 2012.

Non-Executive

Mr. Ram Narayan Agrawal Chairman 20 20 Yes 6** Nil Nil

Mr. Rajul Agrawal Director 20 15* Yes Nil Nil Nil

Executive

Mr. Anil Agrawal Whole Time Director 20 20 Yes 9** Nil Nil

Mr. Gulab Chand Agrawal Whole Time Director 20 20 Yes 7** Nil Nil

Mr. Satish Agrawal Whole Time Director 20 20 Yes 5** Nil Nil

Mr. Ashok Agrawal Whole Time Director 20 20 Yes 6** Nil Nil

Independent

Mr. Hari Kishan Agrawal Non Executive Independent 20 18* Yes Nil Nil 1

Mr. Shyam Babu Agrawal Non Executive Independent 20 16* Yes Nil 1 1

Mr. Surendra Kumar jain Non Executive Independent 20 12* Yes Nil Nil Nil

Mr. Santosh Kumar Tiwari Non Executive Independent 20 15* Yes Nil 2 Nil

Mr. Keshri Singh Chauhan Non Executive Independent 20 12* Yes Nil 2 1

Mr. Hans Kumar Verma Non Executive Independent 20 12* Yes Nil 1 Nil

Particulars of Committee Membership/Chairmanships

Committee Chairmanships

Director Designation No. of Board meeting held during the year

No. of Board Meeting attended

Annual General Meeting attended

Other Direc-torship

CommitteeMembership

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*Leave of absence was sought and granted for the Meetings not attended.

** No. of Directorship include Private and foreign Company excluding section 25 Companies.

Meeting of the Board

The schedule and agenda for the meeting is finalized by the Company Secretary in consultation with Director of the Company. The Agenda of the meeting is precirculated with the detailed notes, supporting documents The Board met at least four times a year with a maximum time gap of four months between two Board meetings. The Company held one meeting in each quarter as required under the Companies Act 1956.

Details of the Board meeting held during the year are as follows :

th1. April 13 , 11

th th th th th6. June 15 , 11 7. July 30 , 11 8. Aug 12 , 11 9. Aug 25 , 11 10. Sep 13 , 11

th th st th th11. Sep 19 , 11 12. Oct 15 ,11 13. Nov 1 ,11 14. Nov 14 ,11 15. Dec 24 ,11

th th th th th16. Jan 11 , 12 17. Jan 27 ,12 18. Feb 14 ,12 19. Mar 18 ,12 20. Mar 30 ,12

COMMITTEES OF THE BOARD

Currently, there are three Committees of the Board viz. Audit Committee, Investor Grievance Committee and Remuneration Committee, the term and reference to the Board Committee are determined by the Board from time to time and consist entirely of independent Directors. The minutes of the Board Committee meeting are placed for information and noting of the Board .

Audit Committee

The Management is responsible for inter control and financial reporting process while the statutory Auditor are responsible for performing independent audit of the Company' s financial statements with respect to generally accepted practices and for issuing reports based on such audits. The Composition procedures power and role/ function of the Audit Committee are constituted by the Company comply with the requirement of Clause 49 of the Listing agreement.

Role of the Audit Committee

Overseeing the Company Financial reporting process and disclosure of financial information to ensure that the financial information is correct, sufficient and credible information is disclosed.

Reviewing the financial statement and draft auditor report including quarterly /half yearly financial information.

Reviewing with the management the annual financial statement before its submission to the Board focusing primarily on:

§ Any change in Accounting policies and practices.§ Major accounting entries based on exercise of judgment by management.§ Qualification in the draft audit report.§ Significant adjustment arising out of Audit.§ The going concern assumption.§ Compliance with accounting standards.§ Compliance with stock exchange and legal requirement concerning financial statements.§ Any related party transaction as per Accounting Standard 18.§ Reviewing the Company's financial and risk management policies.§ Disclosure of contingent liabilities.§ Reviewing with management external and internal auditors, the adequacy of internal control system.§ Discussing with internal Auditors any significant finding and follow up thereon.

Reviewing the finding of internal investigation by the internal auditors in the matter where there is suspected fraud or irregularity or a failure of internal control system of a material nature, and then reporting such matters to the Board.

nd st th th2. April 22 , 11 3. May 1 , 11 4. May 17 , 11 5. June 6 , 11

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Reviewing the Company's Financial and risk management policies and examining reason or substantial default if any in the payment to depositors, debenture holders, shareholders and creditors.

Composition and other details of the Audit Committee

The Audit Committee comprises of three members all of the three are independent non executive Directors. The Audit Committee meetings are usually held at the registered of the Company and are usually attended by the Statutory Auditor, Internal Auditor and Financial officer of the Company. The Company Secretary act as Secretary to the Audit committee.

The Audit Committee met 4 times during the year i.e. 5th May 2011, 9th August 2011, 10th November 2011 and 10th February, 2012. The attendance at the Audit committee meeting during the financial year 2011-2012 are as follows

Name Position Meeting held Meetings Attended

Keshri Singh Chauhan Chairman 4 4

Hans Kumar Verma Member 4 4

Santosh Kumar Tiwari Member 4 4 SHAREHOLDERS /INVESTORS' GRIEVANCE COMMITTEE

The Composition and status of the attendance

The Company has a shareholders /investor Committee, The Committee is headed by Mr. Hari Kishan Agrawal, Independent non executive Director and other members are as follows:

Name Position Meeting held Meetings Attended

Hari Krishan Agrawal Chairman 12 12

Shyam Babu Agrawal Member 12 12

Keshari Singh Chauhan Member 12 12

The main functions of the committee are to review and redress shareholder's grievances pertaining to:-

a. Transfer, Transmission, split and Consolidation of investor holdings.b. Dematerialization /dematerialization of shares.c. Non receipt of Dividends and other Corporate Benefits.d. Replacement of lost/mutilated stolen share certificates.e. Non receipt of Annual reports and change of address.

Approvals are done on a fortnightly basis. The Share Department of the Company and the Registrar and Share Transfer Agents of the Company attend all grievances/ correspondences expeditiously of the shareholders and investors, received directly or through SEBI, Stock Exchanges, Department of Company Affairs, Registrar of Companies, etc.,

Twelve meetings of the committee were held during the year on

1. April 9, 2011 4. July17, 2011, 7. October 20, 2011 10. Janaury 27, 2012

2. May16, 2011 5. August 16, 2011 8. November 15, 2011 11. February 14, 2012

3. June 18, 2011 6. September 15, 2011 9. December 18, 2011 12. March 3, 2012

Company Secretary is the Compliance Officer for complying with the requirements of SEBI Regulations and the Listing Agreements with the Stock Exchanges.

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Remuneration Committee/Compensation Committee

The broad terms of reference of the remuneration Committee are as under :- 1. To approve the Annual Remuneration plan of the Company.2. Such other matters as the Board may from time to time request the remuneration committee to examine and

recommend approve. 3. Determination of remuneration payable to the directors of the Company.

The Composition of the compensation remuneration Committee comprises of three Non executive Directors as follows

During the year the Compensation committee met one time on 10th October, 2011

Name of Directors Position Meeting held Meetings Attended

Shyam Babu Agrawal Chairman 1 1

Keshri Singh Chauhan Member 1 1

Santosh Kumar Tiwari Member 1 1

REMUNERATION POLICY

Name of Directors Designation Commission/Salary ̀

Ram Narayan Agrawal Chairman 25,00,000/-

Gulab Chand Agrawal Whole Time Director 52,50,000/-

Ashok Agrawal Whole Time Director 52,50,000/-

Anil Agrawal Whole Time Director 52,50,000/-

Satish Agrawal Whole Time Director 52,50,000/-

GENERAL BODY MEETING

The last three Annual General Meetings of the Company have been held at the registered office of the Company

Year Date & time Venue

Annual General Meeting 30th September , 2011 at 09.00 a.m. E-1/1,Arera Colony 2010-2011 Bhopal-462016 (M.P.)

Special Resolutions Passed for

1. Issue, create, offer or allot equity shares u/s 81(1A) of the Companies Act, 1956 in one or more private or public offerings. (not Exceeding ̀ 300 crores )

Annual General Meeting 30th September , 2010 at 11.00 a.m. E-1/1,Arera Colony 2009-2010 Bhopal-462016 (M.P.)


1. Borrowing in excess of Paid up share capital and free reserves of the Company.(Aggregate not to exceed ̀ 1500 crores)

2. Issue, create, offer or allot equity shares u/s 81(1A) of the Companies Act, 1956 in one or more private or public offerings.

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3. Enhancement of Soya Crushing & refining capacity from 3250 TPD to 5000 TPD & 350 TPD to 1000 TPD respectively, and setting up of manufacturing facility of value added products

Annual General Meeting 30th September , 2009 at 9.00 a.m 19-30, Industrial Area, 2008-2009 Kheda, Itarsi (M.P)


1. Shifting of the Registered office of the Company from 19-30, Industrial Area, Kheda, Itarsi to E-1/1 Arera Colony, Bhopal (M.P)

2. Issue, create, offer or allot equity shares u/s 81(1A) of the Companies Act, 1956 in one or more private or public offerings.

3. Enhancement of remuneration to Shri Gulab Chand Agrawal, Whole time Director.

4. Enhancement of remuneration to Shri Satish Agrawal, Whole time Director.

5. Enhancement of remuneration to Shri Ashok Agrawal, Whole time Director.

6. Enhancement of remuneration to Shri Anil Agrawal, Whole time Director

POSTAL BALLOT RESOLUTION

No resolution was passed through postal Ballot last year.

However the ordinary resolution through Postal ballot was passed on 19th,of June 2012 for transfer/Sale of Wind power division of Sanwaria Agro Oils Limited to Sanwaria Energy Limited with effect from 1st of April, 2012

At the ensuing General meeting there are no special resolution for which Clause 49 of the Listing agreement or section 192 A of the Companies Act 1956 has recommended /mandated Postal Ballot.

Extra Ordinary General Meeting

No Extra General Meeting of shareholders was held in the year under review.

DISCLOSURES

CEO and CFO Certification

The Chairman and Director of the Company have given the annual certification on financial reporting and internal control to the Board in terms of clause 49 of the listing agreement.

Compliance certificate of the Auditor

Certificate from the auditor of the Company M/s Sunil Saraf & Associates , Chartered Accountant confirming compliance with the condition of Corporate Governance as stipulated under clause 49 is attached to this report forming part of the Annual report.

Related party transactions

There were no materially significant related party transactions with the promoters, directors, the management, subsidiaries or relatives that could have a potential conflict with the interest of the Company at large.

Transactions with related parties are disclosed in the Notes to Accounts in the Annual report.

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Risk Management

The Company periodically places before the Board the risk assessment and minimization procedures being followed by the Company.

Non-Compliances

No penalty has been imposed on the Company by the Stock Exchanges where the Company shares are listed or SEBI or any other authority on any matter during the last three years.

Code of conduct

The Board of Director has laid down a code of Conduct (code) for all the members and the senior management of the Company and this code is posted on the Website of the Company. Annual Declaration is obtained from every person covered by the code.

Reconciliation of Share Capital Audit

A qualified Chartered Accountant carried out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India ) Limited and the total issued and listed capital. The reconciliation of Share Capital Audit Report confirms that the total issued /paid up capital is in agreement with the total number of shares in physical form and the total number in dematerialized shares held with NSDL and CDSL.

MEANS OF COMMUNICATION

The Company has a w

The shareholding pattern of the Company is available on the Company's website and the same is updated quarterly.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report forms a part of the Director's Report.

General Shareholders Information

Particular of the Annual General Meeting

Venue E-1/1, Arera Colony, Bhopal-462016 (M.P)

Time 9.00 A.M.

Day Thursday

Date 27th September ,2012

Financial year ended 31st March, 2012

Book Closure 24th September to 27th September 2012 (both date inclusive)

ebsite viz. www.sanwariaagro.com and www.sanwariagroup.com the quarterly are not sent to the shareholders However the same are placed on the Company's Website and at www.bseindia.com and at www.nseindia.com for the information of the shareholders and general public and also published in leading newspaper in English Financial Express,(All Edition)

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Financial reporting

Quarter ended June,2011

Quarter ended Sept.,2011 14th November, 2011

Quarter ended Dec,2011 14th Febraury,2012

Quarter ended Mar,2012 30th April,2012

Stock exchange where shares are listed Stock code/Symbol

Bombay Stock exchange limited (BSE) 519260

National Stock Exchange of India Limited SANWARIA(NSE) Depository Connectivity: NSDL and CDSL.

Depository ISIN No. INE890C01046

Address for Correspondence Mr. Anil AgrawalDirector,Sanwaria Agro Oils Limited

12th August,2011

E-1/1,Arera Colony Bhopal- 462016 (M.P)Tel: 0755 - 4294878Fax: 0755 - 4295038E-mail: [email protected]

Registrar and Share Transfer Agents: KARVY COMPUTERSHARE PRIVATE LIMITEDKarvy house, 46 avenue –4, street no.4,Banjara hills, Hyderabad

Dematerialization of shares and liquidity The Company's shares are compulsorily traded in dematerilised form and are available for trading on both the depositories in India viz. National Securities Depository Limited (NSDL) and Central Depository services (India) Limited. Equity shares of the Company representing 90.26% of the Company's share capital are dematerialised as on 31st March, 2012. The Company shares are regularly traded on The National Stock exchange of India Limited and Bombay Stock Exchange Limited in electronic form.

Plant Locations

Mandideep unit 53A/53B/55, Sector A, Industrial Area, Mandideep (M.P.)

Itarsi unit 19-30, Industrial Area, Kheda, Itarsi (M.P.)

Betul unit Kosmi, Industrial Area, Betul (M.P)

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Name & designation of Compliance Officer Ms. Shazia Afzal, Company Secretary & Compliance officerE-1/1, Arera Colony, Bhopal-462016Phone -0755-4294878Fax 0755-4295038E-mail: [email protected]

website:www.sanwariaagro.com

Outstanding ADRs/GDRs/warrants or any The Company did not have any outstanding ADRs/GDRs/ warrants convertible instruments or any convertible instruments as on 31st March, 2012

Monthly High &Low on NSE & BSE during the year

Month Bombay Stock Exchange National Stock Exchange

High Low High Low

April 2011 273.00 91.55 273.40 91.70

May 2011 93.80 32.55 91.70 61.45

June 2011 69.95 32.55 33.70 29.45

July 2011 33.40 20.05 33.00 20.10

August 2011 26.25 14.95 26.50 15.10

September 2011 26.05 15.45 26.00 15.50

October 2011 18.05 12.80 17.80 12.80

November 2011 18.60 12.60 18.60 12.55

December 2011 13.55 9.80 13.50 09.75

January 2012 17.95 9.80 17.90 10.00

Febraury 2012 23.30 14.40 23.90 14.25

March 2012 28.65 14.80 28.60 14.90

Stock performance in comparison to BSE SENSEX.

0.00

50.00

100.00

150.00

200.00

250.00

300.00

0.00

5000.00

10000.00

15000.00

20000.00

25000.00

Sensex High

Sensex Low

Sanwaria Shares on BSE High

Sanwaria Shares on BSE Low

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Stock performance in comparison to NSE NIFTY.

Share Transfer System

Share Transfer requests received in physical form are registered within the statutory time limit. Requests for dematerialization (demat) received from the Share holders are effected within statutory time limit.

The Shareholders/Investor Grievance Committee takes care of the fact that all the transfers are processed within the Statutory Time Limit.

The applications for transfer, transmission and transposition of shares are received by the Company at its Registered Office or at the Office of its Registrars and Share Transfer Agents.

Distribution Schedule & Shareholding Pattern as on 31st March 2012

0.00

50.00

100.00

150.00

200.00

250.00

300.00

0.00

1000.00

2000.00

3000.00

4000.00

5000.00

6000.00

7000.00

Apr'11 May'11 Jun'11 Jul'11 Aug'11 Sep.'11 Oct.'11 Nov.'11 Dec.'11 Jan.'12 Feb.'12 Mar.'12

NIFTY High

NIFTY Low

SANWARIA Shares on NSE High

SANWARIA Shares on NSE Low

CATEGORY No. of Shares held %

Promoters 243801608 70.05

Financial Institutions, Banks and Mutual Funds ---- ----

FIIs/NRIs/OCBs 818764 00.23

Pvt./Public Corporate Bodies 81108480 23.30

Indian Public 13333148 03.83

Others (Trusts) 898800 02.58

TOTAL 348050000 100.00

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Distribution of shareholding as on 31st March, 2012

Unpaid /Unclaimed Dividend

Under Section 205C of the Companies Act, 1956 the amount of dividend unclaimed for a period of seven years from the date of payment shall be transferred to the Investor Education and Protection Fund. Pursuant to this provision the dividend(s) remaining unclaimed in the dividend Account of the Company for the Financial Year 2004-2005 shall be transferred to the Investor Education and Protection Fund.

Shareholders who have not en-cashed the Dividend for the Financial Year 2005-2006, 2006-2007, 2007-2008,2008-2009 and 2009-2010 are requested to make their claims to the Company. No claim shall lie against the Company or the said fund in respect of Dividend amounts, which remain unclaimed for a period of seven years from the date of payment and no payment, shall be made in respect of any such claims.

SUBSIDIARY COMPANIES

The Company has one Foreign Subsidiary Sanwaria Singapore Pte. Limited (Singapore). There is no material non-listed Indian Subsidiary Company.The requirements of the code with regard to Subsidiary companies have been complied with.

DECLARATION UNDER CLAUSE 49 I (D) FOR COMPLIANCE WITH THE CODE OF CONDUCT

I, Ram Narayan Agrawal, Chairman of the Company confirm the compliance of his Code of Conduct by myself and other members of the Board of Directors and Senior Management personnel as affirmed by them individually for the financial year ended 31st March, 2012.

Date:25th August, 2012 For Sanwaria Agro Oils limited

Place : Bhopal Sd/- Ram Narayan Agrawal

(Chairman)

No. of equity Shares held No. of Shareholders No. of Shares %

1 - 5000 5541 3531367 1.01

5001 - 10000 418 2731956 0.78

10001 - 20000 223 2967570 0.85

20001 - 30000 42 1083863 0.31

30001 - 40000 13 465414 0.13

40001 - 50000 14 626970 0.18

50001 - 100000 25 1736682 0.50

100001 & Above 42 334906178 96.22

TOTAL 6318 348050000 100%

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Auditors Report to the members ofSanwaria Agro Oils Limited

st1. We have audited the attached Balance Sheet of Sanwaria Agro Oils Limited, Bhopal, as at 31 March 2012 and the profit and loss account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above and notes forming part of balance sheet and profit & loss account, we report that:

(i) We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet and Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

st(v) On the basis of written representations received from the directors, as on 31 March, 2012, and taken on strecord by the Board of Directors, we report that none of the directors is disqualified as on 31 March, 2012

from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

st(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2012; and

(b) In the case of the Profit and Loss account, of the profit for the year ended on that date.

(c) In the case of the Cash Flow Statement for the year ended on that date.

Place : Bhopal For Sunil Saraf & AssociatesDated: 25.08.2012 Chartered Accountants

Ritesh RathorePartnerM.No. 411333 Firm No.:15021C

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ANNEXURE TO THE AUDITOR'S REPORT

As referred in paragraph (3) of our report of even date attached:

1. In our opinion and according to the information explanation given to us, the nature of Company's business/activities during the year is such that clauses vi, xiii, xix, xx are not applicable to the Company.

(I) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) These fixed assets have been physically verified by the management during the year. The details of physical verification have been compared with the book records; discrepancies noticed were not material and have been properly dealt with in the books of accounts.

(c) According to information and explanations given to us, no substantial part of fixed assets has been disposed off during the year and would not have an impact on the operations of the Company.

(ii) (a) As explained to us, the inventories were physically verified by the management at reasonable intervals during the year.

(b) In our opinion and according to information given to us, the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of records of inventory, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) The Company has granted unsecured loans, to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions of loans granted by the Company, unsecured, are prima facie not prejudicial to the interest of the Company;

(c) Receipt of the principal amount and interest are also regular;

(d) None of the loan is overdue.

(e) The Company has taken unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company, unsecured, are prima facie not prejudicial to the interest of the Company;

(g) Payment of the principal amount and interest are also regular;

(iv) In our opinion and according to information given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

(v) (a) To the best of our knowledge and belief and according to information and explanation given to us,

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transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

(b) These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) In our opinion and according to the information and explanations given to us, Company has not accepted any deposits from the public. As the Company has not accepted any deposit from the public paragraph (vi) of the Order, is not applicable.

(vii) In our opinion, the Company has adequate internal audit system commensurate with its size and nature of its business;

(viii) We have been informed that the Company has maintained the cost records as per provisions of Section 209(1)(d) of Companies Act, 1956 for their Refinery Division, however we have not verified the same since not in our scope of audit.

(ix) (a) According to information and explanation given to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. There is no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to information and explanation given to us and records of the Company examined by us,

stthe particulars of Income Tax/Sales Tax dues as at 31 March, 2012, which have not been deposited on account of dispute, are as follows:

Commercial Tax 9,05,186 2006-2007

Appeal with High Court

Commercial Tax 51,245 2006-2007

Commercial Tax Tribunal

Commercial Tax 19,70,911 2007-2008 Commercial Tax Tribunal

Commercial Tax 1,03,27,694 2008-2009 Commercial Tax Tribunal

Total 5,92,00,451

Name of the statute Amount (in `)

Period to which the amount related

Forum where pending

Income tax 16,42,529 2000-2001 Income Tax Commissioner Appellate

Income tax 2,91,124 2001-2002 Income Tax Commissioner Appellate

Income tax 32,48,735 2002-2003 Income Tax Appellate Tribunal

Income tax 3,75,366 2003-2004 Income Tax Appellate Tribunal

Income tax 3,29,38,265 2004-2005 Income Tax Commissioner Appellate

Income Tax 64,48,850 2005-2006 Income Tax Appellate Tribunal

Commercial Tax 10,00,546 2005-2006 Commercial Tax Tribunal

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(x) The Company has been registered for a period not less than five years; Company has no accumulated losses at the end of the financial year and has not incurred cash loss during the current and immediately preceding financial year.

(xi) In our opinion and according to information given to us, the Company has not defaulted in repayment of dues to bank. The Company has not obtained any borrowings from any financial institution or by way of debentures.

(xii) Based on our examination of documents and records, we are of the opinion that the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statue as specified under paragraph (xiii) of the Order are not applicable to the Company.

(xiv) Based on our information and explanations given to us, the Company has maintained proper records of the transactions of Investments and entry has been made timely therein. The Company, in its own name, has held investments.

(xv) According to information and explanations given to us, the terms and conditions for guarantee given for loans/ guarantee taken by others from bank are not prejudicial to the interest of the Company.

(xvi) Term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on the basis of overall examination of the balance sheet and cash flow statement of the Company, there are no funds raised on a short-term basis, which have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act, during the year.

(xix) The Company has not issued debentures. As the Company did not have any outstanding debentures during the year, paragraph (xix) of the Order, is not applicable.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

Place : Bhopal For Sunil Saraf & AssociatesDated: 25.08.2012 Chartered Accountants

Ritesh RathorePartnerM.No.411333Firm No.:15021C

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Note No. As at 31.03.2012 As at 31.03.2011

I. EQUITIES AND LIABILITIES

1 Shareholders' Funds

(a) Share Capital 1 348,050,000 174,025,000

(b) Reserve & Surplus 2 2,001,627,385 2,005,166,756

2 Non-current Liabilities

(a) Long Term Borrowings 3 282,508,672 307,007,035

(b) Deferred Tax Liabilities (Net) 4 167,802,852 176,201,305

(c) Long Term provisions 5 2,030,302 1,980,110

(d) Other Long Term Liabilities 7 67,655,968 67,622,935

3 Current Liabilities

(a) Short Term Borrowing 6 3,477,126,284 3,946,764,743

(b) Trade Payables 7 1,651,531,717 461,881,520

(c) Other Current Liabilities 7 99,501,245 71,012,262

(d) Short Term Provisions 8 19,618,451 10,715,244

8,117,452,876 7,222,376,911

II. ASSETS

1 Non-Current Assets

(a) Fixed Assets 9

(i) Tangible Assets 1,248,139,655 1,269,337,693

(ii) Intangible Assets -

-

(iii) Capital Work in Progress 10,981,742 5,973,480

(b) Non Current Investments 10 50,242,085 50,242,040

(c) Long Term Loans & Advances 11 106,885,892 66,385,751

(d) Other Non-current Assets 11 10,114,846 19,350,387

2 Current Assets

(a) Inventories 12 2,829,335,942 3,528,365,712

(b) Trade Receivables 13 2,227,213,229 660,553,634

(c) Cash & Cash Equivalents 14 606,368,903 126,915,242

(d) Short Term Loans & Advances 11 1,006,970,123 1,482,703,691

(e) Current Investments 10 21,200,458 12,549,279

(f) Other Current Assets 12 -

-

8,117,452,876 7,222,376,911

Corporate Information & Significant Accounting Policies 22

Other Notes to the accounts 22

for and on behalf of the Board of Directors

Sanwaria Agro Oils Limited

(R.N. Agrawal) (Anil Agrawal)

Chairman Whole Time Director

Date : 25.08.2012

Total

Total

Particulars

As per our report of even date attached

For Sunil Saraf & Associates


Firm Reg. No. 15021C

(Ritesh Rathore)

Partner

M. No. 411333

Company Secretary

(Shazia Afzal)

Balance Sheet as at 31st March 2012

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Note No. Year Ended 31st March 2012

I. INCOME

Revenue From Operations 15

Other Income 16

Total A

II. EXPENSES

Cost of Material Consumed 17

Purchase of Stock in Trade 17

Change in Inventories of Finished Goods, 18

work in progress and stock in trade

Employee Benefits Expenses 19

Other Expenses 20

Finance Costs 21

Depreciation & Amortization Expenses 10

Total B

Profit before exceptional and extraordinary item and tax

Exceptional Items

Profit before extraordinary item and tax

Extraordinary Items

Profit before tax

Tax Expenses:

(a) Current Tax

(b) Deferred Tax

Profit (Loss) for the period

(a) Basic EPS & Diluted EPS

Corporate Information & Significant Accounting Policies 22

Other Notes to the accounts 22

for and on behalf of the Board of Directors

Sanwaria Agro Oils Limited



Date : 25.08.2012

Particulars


Firm Reg. No. 15021C

M. No. 411333

As per our report of even date attached

For Sunil Saraf & Associates

(Ritesh Rathore)

Partner

Profit & Loss Account for the Year Ended on 31st March, 2012

Year Ended 31st March 2011

Company Secretary

(Shazia Afzal)

14,117,451,958

214,016,111

14,331,468,069

11,061,893,168

2,723,352,806

(922,785,727)

619,749,384

576,706,346

14,139,366,528

192,101,541

192,101,541

192,101,541

170,485,629

21,415,322

59,035,229

30,014,365

(8,398,453)

-

-

0.49

15,625,231,647

15,866,618,923

11,048,736,534

15,484,557,209

3,787,062,597

241,387,276

(294,733,295)

654,616,333

213,806,611

382,061,714

366,566,619

366,566,619

293,255,828

17,236,282

57,832,147

15,495,095

70,827,565

2,483,226

0.84

-

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Note-1: Share Capital

Number Amount Number Amount

380,000,000 380,000,000 380,000,000 380,000,000

2,000,000 20,000,000 2,000,000 20,000,000

382,000,000 400,000,000

382,000,000

400,000,000

348,050,000 348,050,000

174,025,000

174,025,000

348,050,000 348,050,000

174,025,000

174,025,000

a)Reconciliation of the shares outstanding at the beginning and at the end of the reporting period:

Number Amount

174,025,000

174,025,000

174,025,000

-

-

-

348,050,000

174,025,000

No. of Shares held % of Holding No. of Shares held % of Holding

88,134,000 25.32% 44,067,000 25.32%

29,324,600 8.43% 14,662,300 8.43%

29,296,496 8.42% 14,648,248 8.42%

20,383,000 5.86% 10,191,500 5.86%

18,077,312 5.19% 9,038,656 5.19%

22,954,000 6.60% 13,977,000 8.03%

38,292,000 11.00% 19,146,000 11.00%

246,461,408 70.82% 125,730,704 72.25%

As at 31.03.2012 As at 31.03.2011

87,012,500 87,012,500

As at 31.03.2012 As at 31.03.2011

Nil Nil

Bonus Shares Issued during the year

Shares bought back during the year

Shares outstanding at the beginning of the year

Total

Particulars

As at 31 March 2012

Ram Narayan Agrawal

Equity Shares at par value of ` 1/- each.

Preference Share Capital at par value of 10/- each.`

Share Capital

No of Bonus Shares Issue by the Company

CRB Trustee Limited A/C CRB Mutual Fund

Gulab Chand Agrawal

Satish Kumar Agrawal

Anil Kumar Agrawal

e) Shares allotted as fully paid up by way of bonus shares during the period of five years immediately preceding the reporting date:

ParticularsEquity Shares FV @ ` 1

Name of Shareholder

As at 31 March 2012

c) Shares in the Company held by its holding Company and subsidiaries of holding Company in aggregate:- Nil

d) Details of equity shares held by shareholders holding more than 5% shares of the aggregate shares in the Company

As at 31 March 2011

Authorised

Sanwaria Globfin Private Limited

Unique Ways Management Services Pvt Ltd

Total Share holding

As at 31 March 2011

Shares outstanding at the end of the year

b) Rights, preferences and restrictions attached to shares

Equity Shares

Issued, Subscribed & Fully Paid up

Equity Shares at par value of 1/- each.`

Note:- The Company on 08.04.2011 has allotted 17,40,25,000 equity share of ` 1/- each as fully paid up Bonus Share in the ratio of 1: 1 to existing shareholders by capitalising the free reserves.

f) Shares bought back during the period of five years immediately preceding the reporting date:

ParticularsEquity Shares

No of Equity shaes bought back by the Company

Schedule Forming Part of Balance Sheet and Profit & Loss Account

Note:- The Company on 16th November, 2011 has approved Buy Back of the Company’s own fully paid up equity shares of ` 1/-each to the extent of 10% of the paid up equity capital and free reserves of the Company and such Buy-Back of equity shares in the financial year shall not exceed 25% of the paid up share capital of the Company at a price not exceeding ` 40/- per equity share (Maximum Offer Price ) and the total amount of consideration not exceeding `16,98,37,187/-(Rupees Sixteen Core Ninety Eight Lakhs Thirty Seven Thousand One hundred Eighty Seven only).

Equity shares: The Company has one class of equity shares having a par value of ` 1 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount, in proportion to their shareholding.

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Note-2: Reserves and Surplus

S.No Addition Transfer/ deduction

Year Ended March 2012

Year Ended March 2011

a) - - 500,000 500,000 b) 20,000,000 174,025,000 111,278,400 265,303,400 c) - - 440,969,500 440,969,500 d) -

-

20,000,000

20,000,000

e) 170,485,629 20,000,000 1,428,879,485 1,278,393,856

190,485,629 194,025,000 2,001,627,385 2,005,166,756

* Balance at beginning of the year 1,278,393,856 Profit for the Year 170,485,629 Less: AppropriationsInterim Dividend on Equity Shares for the year - Proposed final Dividend on Equity Shares - Dividend Distribution Tax - Transfer To General Reserve 20,000,000

Balance at the end of the year 1,428,879,485

Note 3 Long Term Borrowings:

As at 31 March 2012 As at 31 March 2011 As at 31 March 2012 As at 31 March 2011

Amount Amount Amount Amount

Unsecured From Relatives 282,508,672 307,007,035 - -

282,508,672 307,007,035 - -

Note 4 Deferred Tax Liabilities (Net)

As at 31 March 2012 As at 31 March 2011

Amount Amount

Gross Deferred Tax Liabilities:

Depreciation & Others 167,802,852 176,201,305

Gross Deferred Tax Assets:

Expenses allowed on payment basis - -

167,802,852 176,201,305

Particulars

Total

Currnet Maturities

Particulars

Capital ReserveGeneral ReserveRevaluation ReservePreference Share Redemption Reserve

Deferred Tax Liabilities (Net)

Surplus in statement of Profit & Loss*

Total

Non-Currnet

Particulars

The Company has recognised the deferred tax assets and deferred tax liability according to the Accounting Standard 22 “Taxes on Income”issued by the Institute of Chartered Accountants of India. The net of Deferred tax adjustments for the year ended on 31st March, 2012 resulted into the Reversal of Deferred Tax Liability of ` 83.98 lacs duly provided for in the Profit & Loss Account of the Company and adjusted from the opening balance of Deferred Tax Liability.

Note 5 Long Term Provisions

As at 31 March 2012 As at 31 March 2011 As at 31 March 2012 As at 31 March 2011


Provision for Employee Benefit -

Provision for Gratuity

Other Expenses -

Total

2,030,302

-

2,030,302

-

1,980,110

-

1,980,110

-

-

- -

Particulars

Non-CurrnetCurrnet Maturities

The Company has to comply with the Accounting Standard - 15 (AS-15) on "Accounting for retirement benefits in the Financial Statements of Employers”. The retirement benefit costs (Gratuity Provision) have not been determined by the Management; however Company was provided ` 20.30 lacs as Gratuity Provision in the books of Accounts up to F.Y. 2011-2012 consequently disclosed in the financial statements.

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Note 6 Short Term Borrowing

As at 31 March 2012

As at 31 March 2011

Amount Amount

1,012,537,002 1,645,384,424

2,207,945,317 1,611,394,465

256,643,965 689,985,854

3,477,126,284 3,946,764,743

Note 7 Trade Payable & other Liabilities

As at 31 March 2012

As at 31 March 2011

As at 31 March 2012

As at 31 March 2011


(a) Trade Payable 1,651,531,717 461,881,520

(For goods and services)

- 1,651,531,717 461,881,520

(b) Payable for capital expenditure - 48,972,767 47,191,090 (c) Current maturities of long-term debt (refer note 5) - - -

(d) Other Liabilities - 20,353,664 5,239,288 (e) Sundry Deposit and Advances form Customers 67,622,935 22,434,821 11,112,640 (f) TDS Payable - 5,903,394 6,535,967 (g) Other Statutory Dues Payable - 1,836,599 933,277

Total

-

-

- 67,655,968

-

67,655,968 67,622,935 1,751,032,962 532,893,782

Note 8 Short Term Provisions

As at 31 March 2012

As at 31 March 2011

Amount Amount

Less: Set off against taxes paid

Net Tax Payable

400,000

7,273,321

30,014,365

18,069,235

11,945,130

19,618,451

400,000

5,628,647

70,827,565

66,140,968

4,686,597

10,715,244

(Export Packing Credits are secured by Pari Passu charge on the Fixed Assets and Current Assets

along with Corporate Guarantee of Company and Personal Guarantee of Directors)

Particulars

Secured

(a) Loans repayable on demand -Working Capital Loan from Bank

(STL are secured by Pari Passu charge on the Fixed Assets and Present & Future Current Assets

along with Corporate Guarantee of Company and Personal Guarantee of Directors).

(c ) Export Packing Credit: PCFC

Particulars

(a) Provision for employee benefits

(Cash Credits are secured by Pari Passu charge on the Fixed Assets and Present & Future Current

Assets along with Corporate Guarantee of Company and Personal Guarantee of Directors.)

(b) Short Term Loan

Currnet Liabilities

Total

Bonus

(b) Provision for Expenses

(b) Provision for Taxation (Including earlier years)

Total

The Board of Directors has estimated ` 4,00,00/- as payment of Bonus to Employees for the year 2011-2012.

Particulars

Non-Currnet Liabilities

1. The Company has dispatch the letters its vendor for obtaining their status of Micro, Small or Medium enterprises as per the Micro, Small or Medium Enterprises Development Act 2006, however no response or reply received from the vendor in this respect. Therefore in absence of information from suppliers about their status as Small Scale Industrial Undertakings, the Company unable to give information about the outstanding dues of such undertakings.2. Balances with Sundry Creditors, Sundry Debtors, Loans and Advances are subject to confirmation/ reconciliation.

-

-

--

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Note 10 Investments

As at 31 March 2012

As at 31 March 2011

As at 31 March 2012

As at 31 March 2011


a. Investment with Mutual fundsi) Reliance Money Manager Fund -

-

-

1,894,938

ii) Reliance Mutual Gold Saving Fund -

-

-

10,495,554

iii) SBI Mutual Fund -

-

-

158,787

iv) DSP Black Rock 21,200,458

-

Total -

-

21,200,458

12,549,279

b.Investment In Equity Shares 92,040

92,040

-

-

C. Investments in Unquoted Equity Shares(at cost) 2,550,000

2,550,000

-

-

D. Investments in Unquoted Equity Shares of Subsidiary Company 47,600,045

47,600,000

-

-

50,242,085

50,242,040

21,200,458

12,549,279

Note 11 Loans & Advances & Other Assets

As at 31 March 2012

As at 31 March 2011

As at 31 March 2012

As at 31 March 2011


75,541,827

39,744,264

-

-

20,330,583

14,121,221

-

-

112,424

-

-

-

-

-

1,121,566

309,387

10,901,058 12,520,266 - -

- - 499,323,733 511,212,425 - - 482,923,447 195,780,433

- - 3,132,803 2,278,280 - - 20,303,618 33,292,073 - - 164,956 739,831,093

106,885,892 66,385,751 1,006,970,123 1,482,703,691 Other current/Non Current assets

As at 31 March 2012

As at 31 March 2011

As at 31 March 2012

As at 31 March 2011


a. Miscellaneous Expenditure

i) Preoperative Expenses :

Opening Balance 3,302,425

3,902,311

-

-

Add: Expenses incurred during the year -

-

-

-

Less: 1/10 Written off during the year 599,886

599,886

-

-

ii) Deferred Revenue Expenses : -


5,901,236

-

-

Add: Additions during the year -

-

-

-

Less: 1/10 Written off during the year 1,180,248

1,180,248

-

-

iii) Preoperative Expenses :

Opening Balance 904,850

1,357,275

-

-

Add: Expenses incurred during the year -

-

-

Less: 1/5 Written off during the year 452,425

452,425

-

-

iv) Deferred Revenue Expenses :


17,425,108

-

-

Add: Additions during the year

Current

Total

Non-Current

(Unsecured, considered good, unless otherwise stated)

Particulars

Particulars

CurrentNon-Current

a. Deposit with Sales Tax Authorities

b. Balance with Income Tax Department

c. Balance with Central Excise

d. Staff Advance

h. Prepaid Expenses

Non-Current

j. Other Advance recoverable in cash or in kind

Total

k. Income Receivables

e. Security Deposit

f. Loans & Advances to Related/Subsidiary Entityg. Advances to vendors against Supply & Capital Goods

Other current/Non Current assets (specify nature)

Current

-

-

-

-

Less: 1/5 Written off during the year 7,002,983 7,002,983 - -

10,114,846 19,350,387 - -Total

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Note 12 Inventories

a. Raw Materials and components

Note 13 Trade Receivables

Unsecured, considered good

Note 14 Cash and cash equivalents

As at 31 March 2012

As at 31 March 2011

Amount Amount

- -

-

-

-

-

-

-

-

-

- -

- -

- -

Note 15 Revenue from operation

Sale of products -

Refined Oil

Crude Oil

Soya Meal

Food Grains & Others Trading stock

Miscellaneous Items

Power Generation

As at 31 March 2012Amount

1,197,400,887

5,068,200

1,296,655,489

22,906,800

25,350,380

281,954,186

2,829,335,942


2,107,312,313 -

119,900,916

- 2,227,213,229

As at 31 March 2012

Amount

521,001,789

-

-

66,346,178

-

4,594,462

14,426,474

-

606,368,903

Year ended March

2012

Amount

1,771,613,404

644,539,434

8,547,785,367

2,916,994,218

201,516,724

35,002,811

14,117,451,958


2,809,439,184

3,818,044

340,095,280

30,341,231

22,712,584

321,959,389

3,528,365,712


583,093,629 -

77,460,005 - -

660,553,634

As at 31 March 2011

Amount

111,761,524

-

-

-

-

5,843,448

9,310,270

-

126,915,242

Year ended March

2011

Amount

1,687,617,156

456,325,883

10,530,217,983

2,572,696,994

317,421,450

60,952,181

15,625,231,647

Current

a. Balances with banks

FDR for Guarantees

b. Work-in-progress

Inventories (As Certified by Management)

Bank Balance

Margin money

Security against borrowings

Less: Provision for doubtful debts

Outstanding for a period exceeding six months from the date they are due for paymentUnsecured, considered goodUnsecured, considered doubtful

Outstanding for a period less than six months from the date they are due for payment

Total

Particulars

c. Finished goods

d. Stores and spares , Fuel

e. Packing material

f. Stock in Trade

Bank deposits with more than 12 months maturity

Total

Non-Current

Total

Other Commitments

Particulars

b. Cash on hand

c. Others (specify nature)

Particulars

Total

-

--

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Note 16 Other Income

Year ended 31 March 2012

Note 17 Cost of Material Consumed


Raw Material Consumed


Note 19 Employee Benefits Expense


(b) Contributions to -

- Scrap

Particulars

Particulars

Food Grain & Other Trading Stock Purchases

Stores & Spares Consumed

Particulars

Packing Material Consumed

Total

Total

- Work In Progress

Particulars

Interest Income

Dividend Income

- Stock In Trade

(a) Salaries and incentives

- Work In Progress

Opening Stock - Finished Goods

Misc. Receipts & Balances

- Stock In Trade

- Scrap

Closing Stock - Finished Goods

Total

(i) Provident fund & Contribution to ESIC

(ii) Superannuation scheme

(c) Gratuity, Bonus & Leave Encashment

(d) Staff welfare expenses

10,977,550,452

13,785,245,974

Amount

Amount

Amount

Amount

2,723,352,806

1,368,732,462

(922,785,727)

163,232,371

214,016,111

336,277,236

320,796,868

209,877,213

43,599,649

35,035,010

49,307,706

19,965,153

7,184,091

3,818,044

5,068,200

1,066,793

333,376

50,000

-

-

-

10,985,234,602

14,835,799,131

3,787,062,597


(294,733,295)


130,094,232

100,491,383

241,387,276

Amount

Year ended31 March 2011

233,658,665

129,173,888

336,277,236

320,796,868


10,801,661

48,452,832

15,049,100

16,912,091

Amount

Amount

Amount

3,326,300

3,818,044

282,060

42,131

-

-

-

-

Total 21,415,322 17,236,282

Note 18 (Increase)/ Decrease in Inventories of Finished Goods, Work In Progress and Stock In Trade

35



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Amount Amount

Particulars

Note 20 Other Expenses



Amount Amount

1 Power & Fuel Charges 62,524,692 64,292,858

2 Repairs & Maintenance 10,308,866 3,149,550

3 Manufacturing General Expenses 32,093,549 27,504,099

4 Printing , Stationery & Communication Expenses 1,700,809 1,944,838

5 General Expenses 2,055,233 2,142,977

6 Warehousing Charges 16,123,136 9,609,829

7 Insurance Charges 2,608,426 2,773,532

8 Advertisement Expenses 3,184,001 2,982,513

9 Legal & Professional Fees 6,403,726 7,284,385

10 Security Expenses 2,581,682 3,646,381

11 Miscellaneous Expenditure Written Off 9,235,542 9,235,542

12 Product Selling Expesnes (Lacithin, Soya Oil, DOC,& other) 330,955,063 359,260,779

13 Shortage & Quality Rebate 46,628,197 82,818,750

14 Prior Period Expenses 1,077,764 1,433,141

15 Travelling Expenses 5,171,449 4,747,738

16 Sales Tax Expenses 54,263,821 33,948,594

17 Lease Rent, Rates & Taxes 1,955,520 1,925,846

18 Directors' Remuneration 21,000,000 28,800,000

19 Commission to Chairmen 2,500,000 3,000,000

Auditor's Remuneration

19 - Statutory Audit Fee 606,650 606,650

20 - Tax Audit Fee 82,725

21 Import Duty 6,688,533 3,425,606

619,749,384 654,616,333

Note 21 Finance Costs

Exchange Fluctuation (Gain)/loss

296,753,238

243,821,029

36,132,079

576,706,346

232,947,495

(54,004,981)

34,864,097

213,806,611Total

Other Finance costs & Expenses

Particulars

Total

Interest expense

82,725

36



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Not

e 9

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ENT

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37



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SCHEDULE - R: NOTES FORMING PART OF BALANCE SHEET AND PROFIT & LOSS ACCOUNT

1. Corporate Information:- Sanwaria Agro Oils Limited. (the Company) Is a public Company domicile in India an incorporated under the provision of Companies Act 1956 its shares are listed on the Bombay stock exchange (BSE) and National Stock Exchange (NSE). The Company is engaged in the manufacturing and selling of Oils seeds (mainly soybean) and crude edible oil, selling of De-oil Cake and crude/ refined oil and generation and selling of wind power.

2. Basis of preparation of financial statement:- The financial statements of the Company have been prepared to comply in all material respects with the notified accounting standards by the Company's (accounting standards) Rule 2006 and relevant provision of the Company's act 1956. The financial statements are prepared on historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Company.

A. SIGNIFICANT ACCOUNTING POLICIES:st1. Presentation and Disclosure of Financial Statements:- During the year ended 31 March 2012, the

revised schedule VI notified under the companies act 1956 has become applicable to the Company, for preparation & presentation of its financial statements. The adoption of revised schedule VI does not impact recognition & measurement principels followed for preparation of financial statements. However it has significant impact on presentation & disclosures made in the financial statements. The Company has also re-classified the previous year figure in accordance with the requirements applicable in the current year.

2. Use of Estimates:- The preparation of financial statements is in conformity with the generally accepted accounting principles (GAAP) requires estimates & assumptions to be made that affect the reportable amount of assets & liabilities on the date of financial statements and the reportable amount of revenue and expenses during the reporting period. Difference between the actual results and estimates are recognized in the year in which the results are known/ materialized.

3. Method of Accounting: The Company maintains its accounts on accrual basis following the historical cost convention in accordance with applicable mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and relevant provisions of the Companies Act, 1956.

4. Revenue Recognition: The Company recognises sale on completion of sale of goods. Sales comprise amounts invoiced for goods sold net of returns and discounts, rebates and sales tax.

5. Fixed Assets:i. Land & Development are valued at cost.ii. Other fixed assets are stated at cost less accumulated depreciation.iii. Additional Depreciation on re-valued asset apportioned to revaluation reserve.iv. The cost of assets comprises its purchase price and any direct cost of bringing the assets to working

condition for its intended use and revaluation thereof.

6. Depreciation:a) The depreciation on the fixed assets has been provided on Straight Line Method on pro-rata basis in

accordance with the rates prescribed as per Schedule XIV to the Companies Act, 1956.b) Depreciation on re-valued assets is calculated on straight-line method at the rates prescribed under

Schedule XIV of the Companies Act, 1956. The difference between depreciation on assets based on revaluation and that on original cost is transferred from Revaluation Reserve to profit & loss account.

38



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7. Impairment of Assets: The Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of cash generating unit to which asset is belongs is less than its carrying amount, impairment provision is created to bring down the carrying value to its recoverable amount. The reduction is treated as an impairment loss and is recognised in Profit and Loss Account. If at Balance Sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and impairment provision created earlier is reversed to bring it at the recoverable amount subject to a maximum of depreciated historical cost.

8. Investments: Investments are classified into current and long term investment. Current investments are stated at the lower of cost and fair value. Long term investments are stated at cost. A provision for diminution is made to recognise a decline, other that temporary, in the value of long term investments.

9. Deferred Revenue Expenditure is written off over a period of 10 years for old balances and 5 years for new expenses incurred from FY 2008-2009.

10. Inventories are valued as under:i. Raw material, Stores & Spares are valued at lower of cost (on FIFO basis) or net realisable value which

ever is lower.ii. Work in Process at cost including related overheads.iii. Finished Goods are valued at cost or estimated realisable value which ever is lower. Cost comprises

material, labour and applicable overhead expenses. The valuation is in accordance with the accounting standard issued by the Institute of Chartered Accountants of India.

11. Income Tax: Provision for income tax is made on the basis of estimated taxable income as calculated by the management.

12. Foreign Currency Transactions: The transactions in foreign currency are accounted for at the exchange rate prevailing at the date of the transactions. Exchange differences arising on foreign currency transactions settled during the year are recognised in Profit and Loss Account.

Monetary assets and liabilities denominated in foreign currencies as at Balance Sheet date, not covered by forward exchange contacts, are translated at the end rate. The resulted exchange differences are recognised in Profit and Loss Account. Non-monetary assets are recorded at the rates prevailing on the date of transactions.

13. Borrowing costs: Borrowing cost that is attributable to the acquisition, construction or productions of qualifying assets are capitalises as part of the cost of such assets. All other borrowing costs are recognised as an expense in the period, which they are incurred.

14. Deferred Tax: The Company is recognising the deferred tax assets and deferred tax liability on timing difference arising between tax profits and book profits according to AS-22 “Accounting of Taxes on Income” issued by the Institute of Chartered Accountants of India at prevailing rate of Income Tax Act, 1961.

15. Earnings Per Share: The basic earnings per share (EPS) is computed by dividing the net profit after tax for the year by the weighted average number of equity shares outstanding during the year.

39



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16. Provisions, Contingent Liabilities and Contingent Assets:Provisions are recognised for liabilities that can be measured only by using a substantial degree of estimation, if :

a) The Company has present obligation as a result of a past event,b) A probable outflow of resources is expected to settle the obligation and c) The amount of obligation can be reliably estimated

Reimbursement expected in respect of expenditure required to settle a provision is recognised only when it is virtually certain that reimbursement will be received.

Contingent Liability is disclosed in the case of :

a) A present obligation arising from past event, when it is not probable that an outflow of resources will be required to settle the obligation

b) A possible obligation, unless the probability of outflow of resources is remote.

Contingent Assets are neither recognised nor disclosed

Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet Date.

B. NOTES TO ACCOUNTS

1. Contingent Liabilities:a) Bank guarantee: ̀ 1.47 Crs.

b) Total Letter of Credit (LC) Open: - ̀ 171.69 Crs.

c) The Company has not deposited following statutory dues on account of dispute and for which preferred an appeal:

Commercial Tax Appeal with High Court

Commercial Tax Commercial Tax Tribunal



Total

Name of the statute Period to which the amount related

Forum where pending

Income tax Income Tax Commissioner Appellate


Income tax Income Tax Appellate Tribunal

Income tax Income Tax Appellate Tribunal


Income Tax Income Tax Appellate Tribunal

Commercial Tax

9,05,186

51,245

19,70,911

1,03,27,694

5,92,00,451

Amount (in `)

16,42,529

2,91,124

32,48,735

3,75,366

3,29,38,265

64,48,850

10,00,546

2006-2007

2006-2007

2007-2008

2008-2009

2000-2001

2001-2002

2002-2003

2003-2004

2004-2005

2005-2006

2005-2006 Commercial Tax Tribunal

40



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2. Capital Commitment: The total capital commitment of the Company during the year amounted to ` 20,000 lacs (Previous year ` 20,000 lacs).

3. Sundry Debtors/Loans and Advances: In the opinion of the board of directors of the Company, the current asserts, loans and advances have the value on realisation in the ordinary course of the business at least equal to the amount at which they are stated and that the provisions for all the known liabilities are adequate and not in excess of the amount reasonably necessary.

4. Foreign Currency Transactions: The Company has recognised ` 2438.21 lacs. as foreign exchange fluctuation loss in the Financial Statement during the financial year 2011-2012.

5. Prior Period Items : Previous Year's expenses amounting to ̀ 10.77 lacs have been charged to Prior Period Expenses.

6. Sales and cost of material includes inter unit transfers of ̀ 43,885.36 Lacs for FY 2011-2012. The relevant corresponding inter unit transfers included in the sales and cost of material for FY 2010-11 were ̀ 66,078.46 Lacs.

7. The Apex Level Committee of Promotion of Industrial Investment Growth of M.P State Govt. in their meeting dated 14.01.2008 in order to promote industrial growth and rehabilitating the sick industrial unit, has sanctioned special package to Mandideep Unit of the Company. The Mandideep unit of the Company has been given VAT & CST exemption for 10 years and Entry Tax 5 Years vide letter No. F-16/30/06/B/eleven dated 04.02.2008 by Commerce, industries and Employment Department, Govt. of Madhya Pradesh under Investment Promotion Assistance under Industrial Policy 2004.

8. Managerial Remuneration:(` in Lacs)

Particulars 2011-12 2010-11

a. Remuneration to Other Directors 210.00 288.00

b. Commission to Chairman 25.00 30.00

Total 235.00 318.00

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9. The Company has undertaken following transactions with the related parties in terms of Accounting Standard-18 “Related Party Disclosures”:

(` in Lacs)

Note: i. The name of related parties with the nature of relationship:

Associates Relatives

M/s N.S. Agrawal Trading Corporation Ltd. Ramnarayan Agrawal HUF

M/s Sanwaria Warehousing & Logistics Ltd. Satish Kumar Agrawal HUF

M/s N.S. Corporation, Itarsi Ashok Kumar Agrawal HUF

M/s R.N. & Sons, Itarsi Gulabchand Agrawal HUF

M/s Sanwaria Foods Ltd., Itarsi Anil Agrawal HUF

M/s Sanwaria Globfin Private Limited, Bhopal Smt. Geetadevi Agrawal

M/s Sanwaria Energy Ltd., Bhopal Smt. Anju Agrawal

M/s Sanwaria Infrastructure Ltd., Bhopal Smt. Sadhna Devi Agrawal

Ms. Sonu Agrawal

Shri Rajul Agrawal

Key Management Personnel Shri Ashutosh Agrawal

Shri R.N. Agarwal, Chairman Shri Abhishek Agrawal

Shri Satish Agarwal, Director Shri Nitin Goyal

Shri Ashok Agarwal, Director Subsidiary Companies

Shri Gulab Chand Agarwal, Director M/s Shrinathji Solvex Ltd., Harda

Shri Anil Agrawal, Director M/s Sanwaria Singapore Pte. Ltd.

Sno Particulars Associates & Subsidiary Key management personnel

Relatives

2010-2011 2011-2012 2010-2011 2011-2012 2010-2011

1 Sales 1,126.28 - - -

2 Purchase of Raw Materials

5,348.7 3296.21

3 Rent Paid (incl. Warehousing chgs.)

24.06 31.24 - 0.68

4. Loan Taken 1143.25 2735.37 690.26 475.38

Loan Repayment 1251.49 2123.95 661.33 10.00

Closing Balance 551.39 690.23 2052.66 2023.73

5. Advance Given 12921.56 16927.41 - - Repayment 13121.81 16883.99

Closing Balance 4845.44 5085.69

6. Interest Paid 11.10 11.95 246.54 172.30

7. Interest Received 691.77 893.94 - 8. Other Expenses 24.00 - -

-

-

30.97

8.09

281.17

-

30.97

13.00

-

-

-

45.16

7.20

258.29

-

27.40

-3.00

2011-2012

42



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ii. Remuneration and fees paid to Directors is disclosed elsewhere in the notes to accounts.

10. Earning Per Share (EPS) :

Basic earnings per share is calculated by dividing the net profit for the period attributable to equity shareholders (net profit for the period less dividend and tax thereof on preference shares) by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit attributable to equity shareholders and the weighted average number of shares outstanding are adjusted for the effects of all diluted potential equity shares and options on un-issued share capital.

The Company has issue Bonus Shares to Equity Shareholders in the ratio of 1:1 during the year. The EPS of FY 2010-2011 is recalculated by adjusting the number of outstanding shares of previous year.

11. Auditors Remuneration (including taxes):

(In `)

12. Previous Year's figures have been regrouped and rearranged wherever considered necessary.

13. Amounts have rounded off to the nearest rupee.

a. Statutory Audit 6,06,650

b. Tax Audits 82,725

Total 6,89,375

2011-12 2010-11

BASIC & Diluted

a. Profit attributable to ordinary

b. Weighted average no. of ordinary

c. Nominal value of ordinary shares ` 1/- ` 1/-

d. Basic & Diluted Earnings per share

shareholders (` in Lacs) 1704.86 2932.55

shares outstanding 34,80,50,000 34,80,50,000

(a)/(b) ` 0.49 ` 0.84

43



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Sno. Particulars External Sales Inter Segment Sales Total

1 Segment Revenue

a) Segment Solvent Extraction & Refining 1,43,314.68 - 1,43,314.68

b) Segment Power Generation 350.03 - 350.03

Total 1,43,664.71 - 1,43,664.71

Less: Inter Segment Revenue

Total Revenue 1,43,664.71

2 Segment Results

a) Segment Solvent Extraction & Refining 3,032.53

b) Segment Power Generation 151.86

Total 3,184.38

Profit Before Interest, etc. and Taxation 3,184.38

Less: i) Interest paid 2,967.53

ii) Other -

Un-allocable Expenditure net-off -

Un-allocable Income

Add: i) Interest Income 1,632.32

ii) Investment Income 71.84

Profit Before Tax 1,921.02

Provision for Taxation (Net of Deferred Tax) 216.16

Profit After Tax 1,704.86

3 Other Information Segment Assets Segment Liabilities

a) Segment Solvent Extraction & Refining 76,641.67 57,558.30

b) Segment Power Generation 3,717.29 -

Segment Total 80,358.95 57,558.30

Un-allocated Corporate Assets/Liabilities 714.43 119.45

Share Capital & Reserves - 23,496.77

Miscellaneous Assets for W/off 101.15 -

Total 81,174.53 81,174.53

Capital Deprecation Non Cash other

Expenditure than depreciation

a) Segment Solvent Extraction & Refining 455.70 392.18 92.36

b) Segment Power Generation - 198.17 -

Total 455.70 590.35 92.36

* Segment Liabilities is before considering provision of Taxation, Proposed Dividend, Secured Loan, and Unsecured Loan. These have been included under 'Unallocated Corporate Liabilities'.

14. Segment Reporting Primary Segment Reporting.

44



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NOTES

(1) The Company's Corporate strategy aims at creating multiple drivers of growth anchored on its core competencies. The Company's organizational structure and governance processes are designed to support effective management of multiple businesses while retaining focus on each one of them.The Company focused on two business segment:

Solvent Extraction & Refining :- Processing, Extraction and Refining of Soya seed and Soya refined oil and trading.

Power Generation :- Power Generation through Wind Electric Generators (WEG).till 31st March 2012

(In US $)

For Sunil Saraf & Associates For Sanwaria Agro Oils LimitedChartered AccountantsFirm Reg. No. 015021C

(Ritesh Rathore) (R.N. Agrawal) (Anil Agrawal) (Shazia Afzal) Partner Chairman Whole Time Director Company Secretary

M.No. 411333

Date:- 25.08.2012Place:- Bhopal

15. Other Details:

Particulars 2011-12 2010-11

CIF Value of Imports 41,804,774.95 55,662,637.00

Gross Earnings in Foreign Currency 15,350,638.00 17,001,600.00

Amount remitted during the year in Foreign Currency 19,859,327.79 43,422,362.00

Expenditure in Foreign Currency 23,190.22 91,163.00

45



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CORPORATE GOVERNANCE CERTIFICATE

AUDITORS CERTIFICATE

To the Members of Sanwaria Agro Oils Limited

We have examined the compliance of the conditions of Corporate Governance by Sanwaria Agro Oils Limited, stBhopal for the year ended on 31 March 2012 as stipulated in clause 49 of the listing agreement of the Company

with Stock Exchanges.

The compliance of the conditions of the Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of 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 the above mentioned listing agreement.

We state that no investor grievances are pending for the period exceeding one month against the Company as per records maintained by the Share and Investor's Grievance Committee.

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

Place: Bhopal For Sunil Saraf & AssociatesDate :25.08.2012 Chartered Accountants

Ritesh RathorePartner M.No.411333 Firm No.:15021C

.

We have reviewed the Cash Flow Statement of Sanwaria Agro Oils Limited, Bhopal derived from the audited st

annual financial statements for the year ended as on 31 March, 2012 and found the same in accordance therewith, and also with the requirements of clause 32 of the listing agreement with the Stock Exchanges.

Place: Bhopal For Sunil Saraf & AssociatesDate :25.08.2012 Chartered Accountants

Ritesh Rathore Partner

M.No.411333 Firm No.:15021C



SULABHTM


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46

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SULABHTM


lqyHk1l

47

Balance Sheet Abstract And Company's General Business ProfileI Registration Details

Registration No. State Code

06395 10Balance Sheet Date

31.03.12II Capital raised during the year (Amount in ` Thousand)

Public Issue Rights IssueNil

Nil

Bonus Issue Private Placement174,025

Nil

III Position of Mobilisation and Deployment of Funds(Amount in ` Thousand)

Total liabilities Total Assets

8,117,453 8,117,453

Sources of FundsPaid up Capital Reserves & Surplus

348,050

2,001,627

Secured Loans Unsecured Loans3,477,126

282,509

Other Liabilities Deferred Tax Liabilities / (Assets)1,840,338

167,803

Application of FundsNet Fixed assets Investments

1,259,121

71,443

Other Assets Misc. Expenditure6,776,774

10,115

IV Performance of Company (Amount in ` Thousand)

Turnover Total Expenditure14,331,468

14,139,367

Profit / (Loss) before tax Profit / (Loss) after tax192,102

170,486

Basic Earning per Share in ` Dividend Rate %0.49

NilV Generic Names of Three Principal Products / Services of the Company

as per monetary terms)

1 Item Code No. (ITC Code) 15071000

Product Description SOYABEAN CRUDE OIL


Product Description SOYABEAN OIL EDIBLE


Product Description SOYA DOC /SOYA MEAL / SOYA FLOUR

Signature to Schedule A to R forming part of Balance Sheet and Profit and Loss Account.

Place : BhopalDate : 25.08.2012For and on behalf of the board

As per our report of even date attachedSunil Saraf & Associates


Ritesh RathorePartner

M. No. 411333F. No. 15021C

(R.N. Agrawal)Chairman

(Anil Agrawal)Whole Time Director

(Shazia Afzal)Company Secretary



SULABHTM


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Cash Flow Statement for the Year ended 31st March 2012

Sn Particulars 2011-2012 2010-2011

A CASH FLOW FROM OPERATING ACTIVITES

Net Profit before Tax and Extraordinary Items 1,921.02 3,820.61

Add: Non Operating Items

1

Depreciation 590.35

578.32

2

Misc. Expenses Written Off 92.36

94.36

3

Interest Paid 2,967.53

2,329.47

4

Interest Received (1,632.32)

(1,300.94)

5

Loss/(Gain) on Investment -

2,017.92

-

Operating Profit Before Working Capital Changes 3,938.93

5,519.82

Add: Working Capital Changes

1

Decrease/(Increase) in Sundry Debtors (15,666.60)

(2,220.79)

2

Decrease/(increase) in Loans & Advances & Other Assets 4,352.33

(9,077.23)

3

Decrease/(Increase) in Inventories 6,990.30

(16,440.72)

4

Increase/(Decrease) in Bank Loans (4,696.38)

14,260.83

5

Increase/(Decrease) in Deferred Tax (83.98)

24.83

6

Increase/(Decrease) Trade & Other Payables 12,271.26

3,166.92

1,790.49

7,105.85

(6,142.77)

Less: Income Tax Provision (300.14) (708.28)

Deferred Tax Provision 83.98 (24.83)

Cash Flow before Extraordinary itemsExtraordinary itemsNet Cash From Operating Activities

6,889.69-

6,889.69

(6,875.88)(154.95)

(7,030.83)

B CASH FLOW FROM INVESTING ACTIVITIES

1

Decrease/(Increase) in Fixed Assets (Excluding Revaluation) (428.45)

(546.02)

2

Decrease/(Increase) in Investments (86.51)-

(572.44)-3

Decrease/(Increase) in Miscllaneous Expenditures

4

Interest Received 1,632.32

1,300.94

5

Loss on Investment -

-

Net Cash Flow From Investing Activities 1,117.36

1,327.37

C CASH FLOW FROM FINANCING ACTIVITIES

1

Equity Share Capital Issued -

-

2

Preference Share Capital Issued -

-

3

Security Premium on Equity Share Capital -

-

4

Redemption of Preference Share Capital - -

5

Dividend Paid - -

6 Interest Paid (2,967.53) (2,329.47)

7 Unsecured Loan Raised / (Paid) (244.98) (1,061.42)

Net Cash Flow From Financing Activities (3,212.52) (1,268.05)

Net Increase/(Decrease) in Cash & Cash Equivalents (A + B + C) 4,794.53 (6,971.51)

Cash & Cash Equivalent at the end of Period A 6,063.69 1,269.15

Cash & Cash Equivalent at the beginning of Period B 1,269.15 8,240.66

Net Increase/(Decrease) in Cash & Cash Equivalents ( A - B) 4,794.54 (6,971.51)

Note : Note to the cash flow statement

1. Previous years figures are rearranged/regrouped where ever necessary.

2. Cash & Cash Equivalents includes cash and bank balances.

Place : BhopalDate : 25.08.2012

For Sanwaria Agro Oils Limited



(` In Lacs)

(Shazia Afzal)Company Secretary

48

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