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JVL Agro Industries Ltd.

BSE: 519248 Sector: Others
NSE: JVLAGRO ISIN Code: INE430G01026
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VOLUME 39457
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P/E 295.71
Mkt Cap.(Rs cr) 348
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OPEN 20.50
CLOSE 20.55
VOLUME 39457
52-Week high 29.40
52-Week low 14.00
P/E 295.71
Mkt Cap.(Rs cr) 348
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

JVL Agro Industries Ltd. (JVLAGRO) - Director Report

Company director report

To

The Members

Your directors have pleasure in presenting their 27th Directors' Report on the businessand operations of the company together with the Audited Statement of Accounts for the yearended 31st March 2016.

Financial Highlights (Standalone)

During the year under review performance of your company as under:

(Rupees in Crore)
Particulars Year ended 31st March 2016 Year ended 31st March 2015
Sales and other Income 4116.16 4409.68
Profit before Depreciation (including exceptional item) 75.11 81.72
Depreciation 17.90 16.24
Profit after depreciation 57.21 65.48
Provision for taxation 4.45 4.86
Add: MAT Credit 0.00 0.00
Profit after Tax 52.76 60.62
Less:
Previous year's Income/Expenses 0.00 0.00
Profit after previous year's adjustments 52.76 60.62
Add: Credit Balance
Profit Brought forward from previous year 290.67 234.21
Add:
Transfer from Investment allowance reserve 0.00 0.00
343.43 294.83
Provision for Dividend 1.68 3.36
Provision for Dividend Tax 0.34 0.67
Transfer to General Reserve 1.00 2.00
Deferred Tax 5.17 (2.01)
Income Tax for earlier years 0.00 0.00
Transfer to Capital Reserve 35.62 0.25
Provision 0.00 (0.20)
Depreciation adjustment 0.00 0.09
Credit Balance Carried Over to Balance Sheet 299.62 290.67
343.43 294.83

State of Company's Affairs and Future Outlook

In the financial year 2015-16 your Company's sales declined by 6.67%. This was due tothe fact the Company has been concentrating on its branded sales & there is constantstrategic reduction in traded sales by approx 36%. Despite this the Company's brandedsales have increased by 1.57% from Rs.3433.89 cr. to Rs.3487.88 cr. The total revenue of the financial year 2015-16 is Rs.4116.16 Crore. As far as the half-yearly trend isconcerned the turnover of the Company (including exceptional item) for the first halfyear period ended as on September 30 2015 is Rs.2135.26 Crore which was Rs.2389.35 Crorein the same period in financial year 2013-14. Profit after tax for the year under reviewis Rs.47.59 Crore (including exceptional item). EBIDTA for the year 2014-15 was Rs.123.79Crore and it increased to Rs.139.61 crore in year 2015-16 i.e. by (12.78%). Further theCash profit decreased from Rs.78.87 Crore in the year 2014-15 to Rs.65.49 crore.

Transforming Organization

During the year under review your Company for the first full year did the productionfrom the rice mill in Bihar; the revenue contribution from the rice was amounting toRs.48.37 crores during the year 2015-16 which is a healthy sign of this potentialbusiness. Further the group has been working on developing the Mega Food Park in Bihar inaccordance with the final approval of the Ministry of Food Processing Industries NewDelhi.

Dividend

Your Directors are pleased to recommend a final dividend of Rs.0.10 per equity sharesof face value Rs.1.00 which is provided for in the accounts absorbing a sum of Rs.2.02crore (including a Dividend Distribution Tax of Rs.0.34 crore) if approved by the membersin the ensuing Annual General Meeting.

Amounts Transferred to Reserves

The Board of the company recommends carrying Rs.1.00 crore to the General Reserves(previous year also Rs.2.00 crore was carried over to this reserve).

Changes in Share Capital if any

During the Financial Year 2015-16 the paid-up share capital of the Company has beenRs.16.79 crores. However vide approval of the members in the Extra Ordinary GeneralMeeting held on March 31 2016 the Authorized Share Capital has been increased fromRs.22.55 crore to Rs.30.26 and for this purpose the unissued preference share capital hasbeen cancelled and at its place equity shares have been created of equal amount. Extractof Annual As per provided in Section 92(3) and 134(3)(a) of the Companies act 2013 anextract of Annual Return in prescribed format MGT -9 for the Financial Year 2015-16 hasbeen enclosed with this report as Annexure - I.

Directors and Key Managerial Personnel

Pursuant to the provisions of sub section (6) & (7) of Section 152 of the CompaniesAct 2013 Mr. Adarsh Jhunjhunwala (DIN 01602305) is liable to retire by rotation at theforthcoming Annual General Meeting and being eligible have offered himself forreappointment. Relevant details pertaining to them are provided in the notice of theAnnual General Meeting. None of the directors resigned during the period under review.

Mr. Kanhaiya Lal Goenka (DIN No. 00213066) has ceased to be director of the Companyw.e.f. 29th March 2016 and at his place Mr. Brajesh Kumar Misra (DIN 07483516) wasappointed as Additional Independent Non-Executive Director of the Company w.e.f. 2nd May2016. Further due to resignation of Mr. Deepak Kumar Chopra from the designation of ChiefExecutive Officer the Board has given Mr. Satya Narayan Jhunjhunwala the additionalcharge of CEO w.e.f. 2nd May 2016.

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed under the CompaniesAct 2013 and SEBI (LODR) Regulations 2015.

The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes the criteria forperformance evaluation of the Non-Executive and Executive Directors.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirement as prescribed by the SEBI (LODR) Regulations 2015.

The performance of the Board and Committees was evaluated by the Board after seekinginputs from all the Directors/Committee Members on the basis of the criteria such as theBoard/Committee meetings attendance information and functioning.

The Board reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and Committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings & attendance. The Chairman Managing Director& Whole Time Director was also evaluated on the key aspects of their respective roles.

Pursuant to section 178(3)(4) of the companies act 2013 have been incorporated inCorporate governance report. Members are requested please refer to the CorporateGovernance report.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wereevaluated taking into account the views of the Executive Directors and Non-ExecutiveDirectors.

Particulars of Contracts or Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year the Company had entered into contracts/arrangements/transactionswith few of its group & subsidiary Companies which were not material under provisionsof Section 188 of the Companies Act 2013 and for which the Company had obtained priorclearance from the Audit Committee Board and Shareholders as required under the Act andrules made there under. The relevant disclosure for the transactions with related partyhave been made in the Standalone Audited Financial Statements under Note 43. Informationon transactions with related parties pursuant to Section 134(3)(h) of the Companies Act2013 read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure IIin Form AOC – 2 and the same forms part of this report.

Your directors draw attention of the members to note 43 to the financial statementwhich set out related party.

AUDITORS & AUDITORS' REPORT

The Statutory Auditors of the Company M/s Singh Dikshit & Co. CharteredAccountants Varanasi (FRN 007555C) hold office as such till the conclusion of the ensuingAnnual General Meeting of the Company and have shown their unwillingness forre-appointment. Accordingly the management had invited and received applications fromauditor firms & has proposed to appoint M/s Sparsh & Co. Chartered AccountantsVaranasi (FRN 013070C) as its Statutory Auditors for the financial year 2016-17 subject toconsent of Shareholders. The new audit firm has also confirmed that their appointment ifmade will be within the limits prescribed under Section 141 of the Companies Act 2013.

The Board has duly reviewed the Statutory Auditors' Report on the accounts. Theobservations and comments appearing in the Auditors' Report are self-explanatory and donot call for any further explanation/comments/clarification of the Board.

Details of Subsidiary Joint Venture or Associates

JVL Overseas Pte. Ltd. is a wholly-owned subsidiary of the Company based in Singapore.During the year the turnover of the subsidiary was Rs 432.52 crores and cost of sales wasRs 432.00 crores leaving a net profit after tax of Rs 1.39 crores.

Internal Control System and Risk Management Framework

Section 177(4) of the Companies Act 2013 mandates Audit Committee to evaluate internalfinancial controls & risk management system of the Company. The Board has laid downthe procedure to inform the Board Members about the risk assessment and minimisation onperiodical basis.

The Internal Control System of the Company is commensurate with the size scale andcomplexity of its operations. These are constantly revised and strengthened. InternalAuditors carry out audit at regular intervals and submit their report to the AuditCommittee. Internal Audit plays a key role in providing an assurance to the Board andvalue adding advisory service to the business operations. Pursuant to Section 138 ofCompanies Act 2013 M/s Anil Rai & Associates Chartered Accountants (Varanasi) havebeen appointed as Internal Auditor of the Company for the FY 2016-17.

Secretarial Audit Report

As required under Section 204 (1) of the Companies Act 2013 and Rule No.9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s AdeshTandon & Associates has submitted its Secretarial Audit Report in prescribed format MR3 pertaining to the financial year ended 31st March 2016 to the Board and copy of the sameis attached as Annexure III to the Directors' Report.

The Board has duly reviewed the Secretarial Audit Report.

The director wishes to explain that (i) due to lack of clarity of interpretation FormMGT-7 was signed by Practicing Company secretary of 2015 (ii) MGT 14 has been filed withthe delayed fees (iii) in view of various interpretations of cost audit as well as itsrules the report could not be filed however the efforts are being taken to do the same assoon as possible (iv) in view of the old details and lack of availability of instantaneousinformation from the bank the transfer to investor protection fund of the pending amounthas not been done in time. However the management is committed to ensure the compliancethereof in the current year (v) the observations on the comments of the secretarialauditor for the secretarial audit ended on 31.03.2015 did not appear in the directorsreport due to printing error at the part of printer (vi) financial results have beensigned by Managing director/Whole Time Director Mr. S.N. Jhunjhunwala who is designatedas CEO w.e.f 02.05.2016 hence it is within the compliance in accordance with the LODR(vii) the management is identifying the reliable agencies for spending of CSR and it islikely that in the current year same shall be done.

Disclosure on Establishment of a Vigil Mechanism

The Board has adopted the Vigil Mechanism (Whistle Blower Policy). Copy of the saidpolicy is available on the website of the Company www.jvlagro.com. This policy isformulated to provide a secure environment and to encourage the individuals to reportunethical unlawful or improper practices acts or activities that may be taking place inthe Company and to prohibit senior managerial personnel from taking any adverse actionagainst those individuals who report such practices in good faith. This policy is framedin accordance with the provisions of Section 177 of the Companies Act 2013 and SEBI(LODR) Regulations 2015 entered by the Company with stock exchanges. The Audit Committeeof the Company reviews the functioning of the Vigil Mechanism on regular basis.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the requirements set out by the Securities and Exchange Board of India. Asrequired by SEBI (LODR) Regulations 2015 a detailed report on Corporate Governance isseparately annexed to the Annual Report. The Statutory Auditor's certificate on compliancewith Corporate Governance requirements is attached to the Corporate Governance Report.

Also the declaration by CEO/CFO that the Board Members and SMPs have complied with theCode of Conduct is annexed with the Corporate Governance Report forming part of DirectorsReport.

System for Prevention of Sexual Harassment of Women at Workplace

The Company has in place the system for prevention of sexual harassment of women atworkplace in line with Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 notified by the Ministry of Women & Child Development. Thissystem prohibits prevents or deters the commission of acts of sexual harassment of womenat workplace and adequate procedures are in place for redressal of complaints pertainingto sexual harassment. The Internal Audit Committee of the Company is authorized toinvestigate the cases of sexual harassment of women at workplace.

During the year under review no complaints have been received from any of the womenemployees from any location or unit of the Company under Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.

Fraud Reporting (Required by Companies Amendment Bill 2014)

During the year under review no fraud was noted by the Audit Committee and/or the Boardhaving material impact on the Company & hence no reporting was made to the concernedauthority.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulated underSEBI (LODR) Regulations 2015 is presented in a separate section forming part of theAnnual Report .

Corporate Social Responsibility (CSR) Policy

As required under Section 135 of Companies Act 2013 the Corporate SocialResponsibility Committee as a sub-committee of the Board was formulated during the year.The Committee comprises Mr. Mahesh Kedia Mr. S.N. Jhunjhunwala and Mr. AdarshJhunjhunwala. The Committee inter alia frames CSR policy for the Company and monitors& supervises the progress of Company in CSR initiatives as per the approved policydocument. The Company has been disclosed on the website of the company www.jvlagro. com.

The Committee met once during the year. There was no change in the composition of theCommittee during the year 2015-16 which is as follows:

S. No. Name of the Member Category of Directorship Status In Committee
1 Mr. Mahesh Kedia NED/ID Chairman
2 Mr. S.N. Jhunjhunwala MD/PD/ED Member
3 Mr. Adarsh Jhunjhunwala WTD/PD/ED Member
4 Mr. Kartik Agrawal Company Secretary Secretary

The details of initiatives undertaken on CSR activities during the year are set out inAnnexure IV of this report in the format prescribed in the Companies (Corporate SocialResponsibility) Policy Rules 2014.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2016 and of the profit/loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively and thatsuch systems are adequate and operating.

f) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

Other Disclosures

Number of Board Meetings

During the Financial Year 2015-16 twenty one meetings of the Board of Directors of thecompany were held. Details of which have been provided in the Corporate Governance Reportforming part of this Annual Report.

Particulars of Loan Guarantees and Investments under Section 186

During the period under review your Company has not provided any loan guarantee &made investments u/s 186 of the Companies Act 2013.

General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential right as to dividend voting or otherwise

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme of Employee Stock Options.

3. Neither the Managing Director nor the Whole Time Director is in receipt of anyremuneration/commission from the subsidiary of the Company.

4. The Company has neither received nor repaid any deposit during the year.

5. No significant or material order were passed by the Regulators or courts orTribunals which would impact the going concern status and Company's operations in future.

6. There was no change in nature of business.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed are provided in Annexure V to thisreport.

Particulars of Employees and Related Disclosures.

None of the directors/employees of the Company were in receipt of remunerationexceeding the level as prescribed in Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Other Committees:

The details pertaining to the composition of Audit Committee Corporate SocialResponsibility Committee Nomination &

Remuneration Committee and Stakeholders' Relationship Committee are included in theCorporate Governance Report which forms part of the Annual Report.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders bankersand clients for their support.

For and on behalf of the Board of Directors
Place: Varanasi Adarsh Jhunjhunwala Satya Narayan Jhunjhunwala
Date: 29.11.2016 (Director) (Managing Director)

"ANNEXURE – II" OF BOARDS' REPORT

FORM NO. AOC- 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act and Rule8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contract/arrangements entered into by the Companywith related parties referred to in sub-Section (1) of Section 188 of the Companies Act2013 including certain arm's length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis JVLAgro Industries Limited (JVL) has not entered into any contract or arrangement ortransaction with its related parties which is not at arm's length basis to any contract orarrangement or transaction.

2. Details of material contracts or arrangements or transactions at arm's length basisa. Name(s) of the related party and nature of relationship: D.N. Jhunjhunwala (Promoter)S.N. Jhunjhunwala (Promoter) S.N. Jhunjhunwala HUF (Promoter group) Anju Jhunjhunwala(Promoter group) Kishori Devi Jhunjhunwala (Promoter group) Juhi Jhunjhunwala (Promotergroup) Jhunjhunwala Gases Pvt. Ltd. (Promoter group Company) Jhunjhunwala Oil Mills Ltd.(Promoter group Company) Nilambar Trexim & Credit Pvt. Ltd. (Promoter group Company)JVL Infra Heights Ltd. (Promoter group Company) Jhunjhunwala Sewa Society (Society beingrun by Promoters) & JVL Overseas Pte. Ltd. (Wholly owned subsidiary).

b. Nature of contract/ arrangement/ transaction: Office or place of profit pursuant toSection 188(f ) sales of products purchase or supply of any goods or materials handling& storage charges bus rent reimbursement for expenses.

c. Duration of contract/ arrangement/ transaction: Contracts are currently ongoing.

d. Salient Terms of contract or arrangement or transaction including the value if any:

(i) diligently perform the contract in timely manner and provide goods and materialsincluding services in accordance with the work orders given/issued

(ii) submit invoices on monthly basis for the goods and materials and for servicesreceived and rendered for each order as per the terms of contract and make payments as permutually agreed terms.

(iii) be responsible for all the expenses incurred in connection with the supply orpurchase of goods and materials and for services received and rendered

(iv) comply with the local state and federal laws and regulations applicable whilerendering/ receiving services.

e. Date(s) of approval by the Board if any: Contract was entered into in the ordinarycourse of business and on arm as per basis and were approved by the Board in its meetingheld on 29th November 2016.

f. Amount paid as advances if any : Nil

For and on behalf of the Board of Directors
S. N. Jhunjhunwala
Managing Director
Varanasi 29.11.2016

"ANNEXURE – IV" OF BOARDS' REPORT

FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARD'S REPORT

1. Brief outline of the Company CSR ACTIVITIES JVL Agro Industries Limited (JVL Agro)has always been committed to the cause of social service and has repeatedly channelized apart of its resources and activities such that it positively affects the societysocially ethically and also environmentally. The Company has in past taken up variousCorporate Social Responsibility (CSR) initiatives and did value enhancement in thesociety.

Social and environmental responsibility has always been at the forefront of JVL Agrooperating philosophy and as a result the Company consistently contributes to sociallyresponsible activities. CSR at JVL Agro portrays the deep symbolic ties that the Companyenjoys with the communities it is engaged with. As a responsible corporate citizen we tryto contribute for social and environmental causes on a regular basis. We believe that tosucceed an organization must maintain highest standards of ethical corporate behaviortowards its employees consumers and societies in which it operates. We are of the opinionthat CSR underlines the objective of bringing about a difference and adding value in ourstakeholders' lives.

2. The Composition of the CSR Committee:

The Corporate Social Responsibility Committee was constituted on 25th August 2014 withthree Board Members. Mr. Mahesh Kedia is the Chairman of the Committee Mr. S. N.Jhunjhunwala and Mr. Adarsh Jhunjhunwala Directors of the Company are the members of theCommittee.

3. Average net profit of the Company for last three financial years (excludingexceptional items): Rs. 30.19 crore

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs. 0.60crore

5. Details of CSR spent during the financial year;

(a) Total amount to be spent for the financial year : Rs. 0.60 crore

(b) Amount unspent: Rs. 0.18 crore.

(c) Manner in which the amount spent during the financial year is detailed below:

(Rs. in cr.)
CSR Project of Activity Identified Sector in which the project is covered Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs were undertaken Amount outlay (Budget) Project or programs wise Amount spent on the projects or programs Subheads: (1) Direct expenditure on projects or programs (2) Cumulative Expenditure upto the reporting period Amount Spent: Direct or through implementing agency
1. Provision of education for children in rural areas including girls education; Purchase of school bench for the children etc. Promotion of education Naupur Sewapuri etc. 0.06 0.06 0.06 Partly directly & partly through Jhunjhunwala Sewa Society
2. Provision of healthy food & safe drinking water for the needy & mal-nutritional; Arrangement of Free Food for the needy 3. Free health check- up camps Catalac operation etc. Eradicating Hunger Varanasi Naupur Chitrakoot 0.30 0.30 0.30 Partly directly & partly through Jhunjhunwala Sewa Society
Promoting Preventive healthcare Sanitation Varanasi 0.01 0.30 0.30 Directly
4. Promotion of road safety Promotion of education Varanasi 0.05 0.05 0.05 Rotary club

 

Varanasi 29.11.2016
S.N. Jhunjhunwala Mahesh Kedia
Managing Director Chairman of CSR Committee

"ANNEXURE – V" OF BOARDS' REPORT

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO ETC

Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are provided hereunder

1. CONSERVATION OF ENERGY

(A) ENERGY CONSERVATION MEASURES TAKEN

The use of energy for production purposes is indispensible for an edible oil cum ricemanufacturer like ours. Therefore significant measures are taken to reduce energyconsumption by using energy-efficient equipment. The Company regularly reviews powerconsumption patterns across all locations and implement requisite improvements/changes inthe process in order to optimize energy/ power consumption and thereby achieve costsavings.

Energy costs comprise a substantial part of the Company's total cost of operations.However as a part of the Company's conservation of energy programme the management hasappealed to all the employees / workers to conserve energy. The management has set up anon-going process for optimum utilization of machines. The measures taken have resulted insavings in cost of production power consumption and processing time. Some of the measuresunder use during the year 2015-16 are highlighted below:

(i) At each & every unit of the Company Servo Automatic Voltage Stabilizeralongwith Auto Power Factor Controller (APFC) have been installed.

(ii) In the Naupur based unit of the Company a captive power plant has been installedthus making the unit self-sufficient to satisfy majority of its power needs & alsobrings in the efficiency in operations of the Company.

(iii) In Pahleja & Haldia based units of the Company Condensate Recovery System(CRS) have been installed under the survey & guidance of Forbes Marshall in order toutilize excess heat going through the condensate.

(iv) Variable frequency drives have been installed in all the units of the Company inorder to get maximum utilization of variable power load and safe start of the machineries& equipments.

(B) INVESTMENTS BEING MADE FOR REDUCTION OF CONSUMPTION OF ENERGY

The Company is getting energy audit survey done for the different units of the Company& will implement the feasible suggestions of the auditors.

(C) IMPACT OF THE ABOVE MEASURES

The impact of above measures is that the Company has saved substantial amount of energyalongwith the economical cost of production & increased efficiency due to lowprocessing time.

(D) TOTAL ENERGY CONSUMPTION AND ENERGY CONSUMPTION PER UNIT OF PRODUCTION AS PERPRESCRIBED FORM A OF THE ANNEXRURES IN RESPECT OF THE INDUSTRIES SPECIFIED IN THE SCHEDULETHERETO

Year ended 31st March 2016 Year ended 31st March 2015
(A) Power & Fuel Consumption
(1) Electricity
(a) Purchased
Unit (000) 26242 23851
Total Amount (Rs. In Crores) 16.76 17.12
Rate/Unit (Rs.) 6.39 7.18

 

Year ended 31st March 2016 Year ended 31st March 2015
(b) Own Generation
(i) Through Diesel Generators
Unit (000) 619 770
Total Amount (Rs. In Crores) 0.94 1.27
Rate/Unit (Rs.) 15.19 16.49
(ii) Through Turbine
Unit (000) 8004 9649
Total Amount (Rs. In Crores) 1.72 1.97
Rate/Unit (Rs.) 2.15 2.04
(2) Coal/Husk
Quantity (M.T.) 109338 102878
Total Coal/Husk (Rs. In crores) 38.36 39.04
Average Rate (In Rs.) 3508.39 3794.79
(3) Furnace Oil - -
(4) Other/Internal Generation - -
(B) Consumption per MT of Vanaspati Production
Electricity 53.17 54.69
Furnace Oil - -
Coal (kgs.) / Husk (kgs.) 167.00 164.00

2. EFFORTS MADE IN TECHNOLOGY ABSORPTION

(A) Specific areas in which R & D carried out by the Company

R & D is focused on the development of new products & processes. Due emphasisis placed on improving quality standards with enhanced customer satisfaction. This wasprimarily achieved through process improvements control

on systems reduction of waste and energy conservation. Effective use of tools andsmall group activities with the technological support resulted in controlling thevariations in processes maximizing the productivity and minimizing the cost ofproduction.

Specific areas in which R & D carried out by the Company:

i) Material evaluation/characterization of raw materials.

ii) Capability development for in- house processes designs and strategic applicationsof material for product improvement.

iii) Energy cost audit is a development exercise towards better utilization of thepower resources.

iv) During the calendar year 2015 the Company has begun R&D on heating the edibleoil as a part of manufacturing it through high steam pressure in place of the thermicheating fluid.

v) The Company has its own research labs at the units to monitor the process operations& quality back-up.

(B) Benefits derived as a result of the above R & D

The R & D activities helped to add new quality product to the range viz. sunfloweroil and to achieve greater customer acceptance in the retail market. These activities alsoenabled the Company to reduce waste increase productivity achieve higher "customersatisfaction" and derive following benefits:

a. Increase product range coupled with technology upgradations and cost reduction;

b. Introduction of new product with a focus on achieving global acceptance and inconformity to Indian and International standards;

c. Improved quality in edible oil manufacturing;

d. Increased customer base and additional business volumes;

(C) Future plan of action a. The Company will explore various options to adopt latesttechnology and use of equipment for its operations.

b. Investment in expanding distribution footprint.

(D) Expenditure on R & D

Expenses incurred on R & D were not material enough to be stated in this report andbeing an ongoing process it is difficult to allocate under the above referred heads.

(E) Technology absorption adaptation and innovation

(i) Efforts in brief made towards technology absorption adaptation and innovation:-

The Company values innovation and applies it to every facet of its business. Thisdrives development of distinctive new products ever-improving quality standards and moreefficient processes.

JVL is the only Company in to have installed the most advanced oil refinery in Haldia.It continues to strive for improvement and has currently adopted technology that helpsautomate the processes. Product development receives primacy in JVL. The Company is comingup with several premium segment oils as a part of its innovative drive. It has receivednumerous industry awards over the years.

The Company has augmented its revenues and per unit price realization by deployinginnovative marketing strategies and offering exciting new products.

(ii) Benefits derived as a result of the above efforts e.g. Product improvement costreduction product development import substitution etc.:-

As a result of the above the following benefits have been achieved:

a. Better efficiency in operations

b. Reduced dependence on external sources for technology for developing new productsand upgrading existing products

c. Expansion of product range and cost reduction

d. Meeting Global Standards of quality

e. Retention of existing customers and expansion of customer base.

(iii) Imported Technology (Imported during the last five years reckoned from thebeginning of the financial year)

N.A.

3. FOREIGN EXCHANGE EARNING AND OUTGO:

(Rs. in cr.)
Foreign Exchange Year ended 31st March 2016 Year ended 31st March 2015
Earning and Outgo
Total Foreign Exchange earned - 24.83
Total Foreign Exchange used 2996.37 3936.43

"ANNEXURE – VI" OF BOARDS' REPORT

Disclosure of Information under Section 197(12) of Companies At 2013 read with Rule 5of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

I. Ratio of the remuneration of each director to the median remuneration* of theemployees of the Company for the financial year 2015-16:

S. No. Name of the Director Remuneration of each Director Per Annum (in Rs.) Median Remuneration of Employees Per Annum (In Rs.) Ratio (Remuneration of each Director to Median Remuneration)
1. D. N. Jhunjhunwala 2100000 84624 24.82 times
2. S.N. Jhunjhunwala 2600000 84624 31.20 times
3. Adarsh Jhunjhunwala 2000000 84624 24.11 times
4. Anju Jhunjhunwala 500000 84624 11.63 times

II. Percentage increase in remuneration of each director CFO CEO CS or Manager inthe financial year 2015-16:

Name of the Director/ CFO/CEO/CS/Manager Designation Total Remuneration paid during FY 2015- 16 (In Rs.) Total Remuneration paid during FY 2014- 15 (In Rs.) % increase between (I) and (II) [(I-II)/II*100]
(i) (ii)
1. D. N. Jhunjhunwala Chairman of the Board 2100000 2100000 -
2. S.N. Jhunjhunwala Managing Director 2640000 2600000 -
3. Adarsh Jhunjhunwala Whole Time Director 2040000 2000000 -
4. Anju Jhunjhunwala Director 984000 500000 96.80
(including rent)
5. Deepak Kumar Chopra CEO 418242 1080000 (61.27)
6. R.C. Garg CFO 601757 508750 18.28
7. Kartik Agrawal CS 600000 485000 -

III. Percentage increase in the median remuneration of employees in the financial year2015-16:

Median Remuneration of employees during the FY 2015-16 (in Rs.) Median Remuneration of employees during the FY 2014-15 (in Rs.) Percentage Increase
84624 87480 (3.26)

IV. Number of permanent employees on the rolls of the Company – There were 404permanent employees as on Mach 31 2016. V. Explanation on the relationship betweenaverage increase in remuneration and Company performance:

Factors considered while increase in remuneration are financial performance of theCompany Comparison with peer companies industry benchmark consideration towards cost ofliving inflation regulatory guidelines as applicable.

The Company follows detailed performance review mechanism to ensure that the increaseis commensurate with the performance of the employee. However during the year underreview there has been no change in remuneration of employees.

VI. Comparison of remuneration of Key Managerial Personnel against performance of yourCompany:

For the financial year 2015-16 KMPs were paid approximately 1.95% of the net profitfor the year. There was no increase in the remuneration of the KMPs during the year underreview.

VII. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease or decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer:

Market Capitalization Price Earnings Ratio
As on 31st March 2016 (based on NSE closing price) 298.93 6.29
As on 31st March 2015 (as per last year's Annual Report) 246.03 3.93

 

Last Market Quotation of the Shares of the Company (in Rs.)
As on 31st March 2016 (I) * 17.80
As on date of last public offer (II) -
% increase/decrease between (I) & (II) [(I-II)/II*100] -

* Taken from NSE

VIII. Average percentile increase already made in the salaries of employees other thanmanagerial personnel in the last financial year and its comparison with percentileincrease in managerial remuneration and justification thereof and point out if there areany exceptional circumstances for increase in the managerial remuneration:

Average increase in remuneration of managerial personnel as identified as perNomination and Remuneration Policy of the Company and employees other than ManagerialPersonnel is given as follows:

All Permanent Employees other than Managerial Personnel Managerial Personnel (Directors)
A Total salary given in FY 2015-16 (In Rs.crores) 10.64 0.67
B Total number in FY 2015-16 404 3.0
C Average Salary in FY 2015-16 (A/B) 0.026 0.22
D Total salary given in FY 2014-15 (In Rs. crores) 10.94 0.64
E Total number in FY 2014-15 616 3
F Average Salary in FY 2014-15 (D/E) 0.018 0.21
G % increase from FY 2014-15 to FY 2015-16 (Average Percentile) [(C-F)/F*100] 0.008 -

Average increase in remuneration of managerial personnel as identified as perNomination and Remuneration Policy of the Company and employees other than ManagerialPersonnel is detailed below. Increase in remuneration of both managerial personnel andemployees other than Managerial Personnel are in line with financial performance of theCompany industry benchmark consideration towards cost of living inflation regulatoryguidelines and after review of performance of all employees and existing contract andapprovals if any. No particular discrimination is made between increase of remunerationof managerial personnel and employees other than Managerial Personnel.

IX. Comparison of the each remuneration of the Key Managerial Personnel againstperformance of your company

S. No. Name of the Key Managerial Personnel % of Net Profit for the financial year 2015-16
1 D.N. Jhunjhunwala 0.44
2 S.N. Jhunjhunwala 0.53
3 Adarsh Jhunjhunwala 0.40
4 Deepak Kumar Chopra 0.09
5 R.C. Garg 0.13
6 Kartik Agrawal 0.13

X. Key parameters for any variable component of remuneration availed by the Directors:

No variable component in remuneration of the Directors and other Key ManagerialPersonnel.

XI. Ratio of remuneration of the highest paid Director to that of the employees who arenot directors but receive remuneration in excess of the highest paid Director during theyear:

None

XII. Afirmation that remuneration is as per remuneration policy of the Company:

It is hereby affirmed that the remuneration of all Employees is in accordance with theremuneration policy of the Company.

Note:

1. Remuneration includes salary allowances and value of perquisites and excludescontribution to provident fund gratuity and encashment of leaves as per rules of theCompany.

Disclosure under Section 197(14)

Details of Whole Time Directors or Managing Directors who are in receipt of anycommission from the Company as well as Holding Company or Subsidiary Company:

Name of WTD or MD Details of commission received from the Company (In Rs.) (%) Commission received from the holding company/subsidiary Company (Name of the company) (Relationship) (In Rs.) (%)
N.A. N.A. N.A.