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AJANTA SOYA LIMITED

NOTICE
NOTICE is hereby given that the 15th Annual General Meeting of the Members of the Company will be held on Saturday, 30th
September, 2006 at 11.30 A.M. at the Registered Office and Works of the Company at SP-916, RIICO Industrial Area, Phase
III, Bhiwadi 301 019, Distt. Alwar, Rajasthan to transact the following business:

ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2006 and Profit and Loss
Account for the year ended on that date together with the Reports of the Auditors and Directors thereon.
2. To appoint a Director in place of Mr Bishan Goyal who retires by rotation and, being eligible, offers himself for re-appointment.
3. To appoint a Director in place of Mr Harsh Chander Kansal who retires by rotation and, being eligible, offers himself for re-
appointment.
4. To appoint the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of
the next annual general meeting and to authorize the Board to fix their remuneration.

SPECIAL BUSINESS:
5. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 198, 269 and 309 read with Schedule XIII of the Companies
Act, 1956 and the Articles of the Association of the Company, and other applicable provisions, if any, the consent of the
members be and is hereby given for appointment of Mr Gagan Goyal as a Whole Time Director of the Company for a
period of three years with effect from 1st May, 2006 at a gross monthly remuneration not exceeding Rs. 15,000 (Rupees
fifteen thousand only) whether paid as salary, allowance(s), perquisites or a combination thereof provided that the following
perquisites will not be included in the aforesaid remuneration:
a. Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together
are not taxable under the Income-tax Act, 1961;
b. Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service; and
c. Encashment of leave at the end of tenure.
Provided further that payment/re-imbursement of telephone and/or mobile phone(s) bills, conveyance, fuel expenses or
other out of pocket expenses incurred in course of the official duties will not be included in the aforesaid remuneration.
RESOLVED FURTHER THAT in the event of loss, absence or inadequacy of profits, the aforesaid remuneration shall be
the minimum remuneration.
RESOLVED FURTHER THAT the Board of Directors of the Company (including any committee/sub-committee of the
Board) be and is hereby authorised to assign and delegate, from time to time, such work, duties, power and authorities to
the Whole Time Director as it may deem fit and proper.
RESOLVED FURTHER THAT the Board of Directors and the Remuneration Committee of the Company be and are
hereby severally authorised to fix such remuneration and to work out various components of the remuneration package
as it may deem fit and proper within the overall limits of the remuneration as approved above.
RESOLVED FURTHER THAT the Board of Directors of the Company (including any committee/sub-committee of the
Board) be and is hereby authorised to take all necessary steps to give effect to the aforesaid resolution.”
6. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 198, 269 and 309 read with Schedule XIII of the Companies
Act, 1956 and the Articles of the Association of the Company, and other applicable provisions, if any, consent of the
Members be and is hereby given for increase in remuneration of Mr Sushil Goyal, Managing Director of the Company with
effect from 1st October, 2006 for the remaining period of his current term as the Managing Director of the Company in the
following manner:

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AJANTA SOYA LIMITED

(i) Gross monthly remuneration not exceeding Rs. 50,000 (Rupees fifty thousand only) whether paid as salary,
allowance(s), perquisites or a combination thereof;
provided that the following perquisites will not be included in the aforesaid remuneration:
a. Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put
together are not taxable under the Income-tax Act, 1961;
b. Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service; and
c. Encashment of leave at the end of tenure.
(ii) payment/re-imbursement of telephone and/or mobile phone(s) bills, conveyance, fuel expenses or other out of
pocket expenses incurred in course of the official duties will not be included in the aforesaid remuneration.
RESOLVED FURTHER THAT in the event of loss, absence or inadequacy of profits, the aforesaid remuneration shall be
the minimum remuneration.
RESOLVED FURTHER THAT the Board of Directors of the Company (including any committee/sub-committee of the
Board) be and is hereby authorised to assign and delegate, from time to time, such work, duties, power and authorities to
the Managing Director as it may deem fit and proper.
RESOLVED FURTHER THAT the Board of Directors and the Remuneration Committee of the Company be and are
hereby severally authorised to fix such remuneration and to work out various components of the remuneration package
as it may deem fit and proper within the overall limits of the remuneration as approved above.
RESOLVED FURTHER THAT the Board of Directors of the Company (including any committee/sub-committee of the
Board) be and is hereby authorised to take all necessary steps to give effect to the aforesaid resolution.”

For and on Behalf of the Board


For AJANTA SOYA LTD

Sd/-
Date : 25th August, 2006 SUSHIL GOYAL
Place : New Delhi Managing Director

NOTES:

A. Appointment of Proxy: A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend
and vote instead of himself/herself and the proxy need not be a member of the Company. The proxy form in order
to be effective must be deposited with the Company not less than 48 hours before the time fixed for commencement
of the Meeting.
B. Corporate Members: Corporate Members intending to send their authorised representatives are requested to send a
duly certified copy of the Board Resolution authorizing the representatives to attend and vote at the Annual General
Meeting.
C. Members/Proxies attending the meeting are requested to bring their copy of Annual Report to the Meeting.
D. Queries at the AGM: Queries proposed to be raised at the Annual General Meeting may be sent to the Company at its
registered office at least seven days prior to the date of AGM to enable the management to compile the relevant information
to reply the same in the meeting.
E. Book Closure: The Register of Members and Share Transfer Books of the Company will remain closed from Monday,
25th September, 2006 to Saturday, 30th September, 2006 (both days inclusive) for the purpose of the AGM.
F. Members are requested to notify any change in their address/ mandate/ bank details immediately to the share transfer
Agent of the Company- M/s Skyline Financial Services Pvt Ltd.
G. Inspection of Documents: Documents referred to in the Notice etc., are open for inspection at the registered office of
the Company at all working days except Saturdays between 11 A.M. and 2 P.M. up to the date of Annual General
Meeting.

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AJANTA SOYA LIMITED

H. Explanatory Statement: Explanatory Statement as required under section 173(2) of the Companies Act, 1956, in respect
of Special Business under item no. 5 and 6 enclosed herewith.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956


ITEM NO. 5:
Mr Gagan Goyal was appointed as the Whole Time Director of the Company in the Board meeting held on 29th April, 2006
w.e.f. 1st May, 2006. His Appointment as Whole Time Director is subject to the approval of members of the Company. Mr
Gagan Goyal is BBA by qualification and has good experience in Marketing & Finance. He is involved in Marketing and finance
related matters of the Company.
Brief details of Mr Gagan Goyal is given in the report on Corporate Governance, which is enclosed with the Directors’ Report.
The Board of Directors and the Remuneration Committee have already approved the appointment and remuneration respectively.
The members’ approval is required by way of an ordinary resolution in this regard.
None of the directors of the Company except Mr Sushil Goyal, Mr Bishan Goyal and Mr Gagan Goyal himself is concerned or
interested in the proposed resolution.

ITEM NO. 6:
Mr Sushil Goyal has been the Managing Director of the Company since last eight years. He was re-appointed as Managing
Director of the Company w.e.f. 27th July, 2003 for a further period of 5 years. Considering his valuable contributions to the
Company, it is proposed to increase the remuneration payable to Mr Sushil Goyal, Managing Director. The enhanced remuneration
will be payable with effect from 1st October, 2006 till the date of expiry of his current term as Managing Director i.e., 26th July,
2008. The Remuneration Committee has already approved and recommended the proposed enhancement of remuneration.
Members’ approval is required by way of a ordinary resolution for the proposed increase in remuneration.
None of the directors of the Company except Mr Gagan Goyal, Mr Bishan Goyal and Mr Sushil Goyal himself is concerned or
interested in the proposed resolution.

For and on Behalf of the Board


For AJANTA SOYA LTD

Sd/-
Date : 25th August, 2006 SUSHIL GOYAL
Place : New Delhi Managing Director

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AJANTA SOYA LIMITED

DIRECTORS’ REPORT
Dear Members
Your Directors have pleasure in presenting the Annual Report of your Company together with the Audited Annual Accounts for
the financial year ended 31st March, 2006.

FINANCIAL HIGHLIGHTS (Amount in Lacs)


Year ended Year ended
Particulars 31/03/2006 31/03/2005
Net Sales
a) Vanaspati/Refined/Raw Oil 22,007.52 19888.26
b) Rice – 814.50
c) Copper – 1495.22
d) Shares/Securities 0.39 –
Other Income 14.77 15.81
Increase/ (Decrease) in Stocks 350.54 (48.03)
Total Income 22,373.22 22165.76
Total Expenditure 22,314.66 22109.54
Extraordinary Items (1.52) (0.35)
Profit before tax 57.04 55.87
Provision for tax (2.30) (23.93)
Profit after tax 54.74 31.94
Transfer to Reserve – –
Paid-up Share Capital 1189.66 1189.66
Reserves and Surplus (excluding revaluation reserve) 596.78 542.05

YEAR IN RETROSPECT
During the year under review, total income of the Company was Rs. 22373.22 lacs as against Rs. 22165.76 lacs in the
previous year. The Company was able to earn a profit after tax of Rs. 54.74 lacs for the year as against a profit of Rs. 31.94.
Your Directors are putting in their best efforts to improve the performance of the Company.
During the year, the company has suspended its operations in Rice and Copper segments and concentrated on the Vanaspati/
Refined oil business segment. The detailed Management Discussion & Analysis Report is attached hereto with the Director’s
Report and should be read as part of this Directors Report.

ISSUE OF WARRANT
During the financial year the Board of Directors of the Company in its meeting held on 25th October, 2005 issued 23,00,000
warrants to strategic investors with an option/entitlement of conversion into/exchange with the equity shares of the Company
within a period of 18 months from the date of issue of warrants. No Option of conversion of warrants into equity shares has
been exercised till date.

MATERIAL CHANGES ETC.


Loan from the Managing Director: the Company has taken unsecured loan from Mr Sushil Goyal, Managing Director of the
Company for business purposes. Except this there are no material changes and commitments affecting the financial position of
the Company, which have occurred from the end of the financial year ended 31st March 2006.

DIVIDEND
The Board of Directors of your Company have decided to retain and plough back the profits into the business of the Company,
thus no dividend is being recommended for this year.

CORPORATE GOVERNANCE
A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors’ Certificate on
compliance of Clause 49 of the Listing Agreement.

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AJANTA SOYA LIMITED

PUBLIC DEPOSITS
During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section
58A of the Companies Act, 1956.

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


a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information
as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.
b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all
steps are being taken to adopt the same. In this direction, the Company has installed an petcoke based Indcon Heater,
converted old boiler to pet coke based boiler, heating system (raw material), chilling plant and installed machinery to
increase hydrogenation capacity in its factory premises at Bhiwadi, during the year under review. The Company is using
indigenous technology which is well established in the Country and no foreign technology/ know how was purchased. The
Company has spent Rs. 186350/- in the internal laboratory of the company for the quality testing of raw material purchased
and finished vanaspati/refined oil prepared.
c. Export Activities: The Company has suspended its operations in Rice business segment and there was no export made
by the Company during in the previous financial year.
d. Foreign Exchange Earnings and Outgo: (Amount in Rs Lacs)

2005-06 2004-05
Total Foreign Exchange Inflow NIL 814.50
Total Foreign Exchange outflow 1913.41 3191.84
i. Traveling expenses 3.81 0.66
ii. Purchase of Oil 1851.25 1605.34
iii. Purchase of Copper 58.35 1414.85
iv. Freight on Rice Export – 170.99

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

DIRECTORS
Mr Gagan Goyal was appointed as a Whole Time Director of the Company with effect from 1st May, 2006 for a period of three
years. His appointment is subject to the approval of the members of the Company. His appointment as an ordinary Director of
the Company is placed before the Members for consideration. The Board recommends the resolution for adoption by the
members.
Mr Bishan Goyal and Mr Harsh Chander Kansal, Directors retire by rotation and being eligible offer themselves for re-appointment.
Directors recommend their re-appointment.

AUDITORS
M/s Tas Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the
Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors
recommend their re-appointment.

AUDITORS’ REPORT
Comments made by the Statutory Auditors in the Auditors’ Report are self-explanatory and do not require any further clarification.

DIRECTORS’ RESPONSIBILITY STATEMENT


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

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AJANTA SOYA LIMITED

a. in preparation of the annual accounts, the applicable accounting standards have been followed;
b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,
2006 and of the profit of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; and
d. the Directors have prepared the Annual Accounts on a going concern basis.

STOCK EXCHANGE LISTING


The shares of the Company are listed on the Bombay Stock Exchange and Calcutta Stock Exchange. Company’s application
for de-listing of its shares is still pending with the Calcutta Stock Exchange.
The listing fee for the financial year 2006-07 has already been paid to the Bombay Stock Exchange. However, the same has
not been paid to the Calcutta Stock Exchange in view of pending de-listing application with the Calcutta Stock Exchange. The
Company has postponed its proposal for listing of its shares on the National Stock Exchange.

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

For and on Behalf of the Board


For AJANTA SOYA LTD

Sd/-
Place : New Delhi (SUSHIL GOYAL)
Date : 25th August, 2006 Chairman & Managing Director

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AJANTA SOYA LIMITED

ANNEXURE - A TABLE A
Form for Disclosure of Particulars with respected to Conservation of Energy
A. POWER AND FUEL CONSUMPTION
1. Electricity
(a) Purchased Current Year Previous Year
Unit 5233320 4684590
Total amount 23697054 20856059
Rate/unit 4.53 4.45
(b) Own generation
(i) Through diesel generator
Unit 153975 167482
Units per ltr. of HSD oil 3.09 0.51
Cost/unit 9.06 10.96
(ii) Through steam turbine/generator
Units — —-
Units per ltr. of fuel oil/gas — —-
Cost/units — —-

2. Coal (specify quality and where used)


Quantity (tones) 4073 3509.472
Total cost 18088367 16376000
Average rate 4441.04 4666.23

3. Furnace oil
Quantity (k.ltrs.) — —
Total amount — —
Average rate — —

4. Others/internal generation (please give details)


Quantity (Hydrogen Gas) 67501 23281
Total cost 8727342 2805172
Rate/unit 129.29 120.50
(a) Quantity {Rice Husk}(IN TONS) 3010 3389
Total cost 6749168 6935694
Rate/unit 2242.25 2046.53

B. CONSUMPTION PER UNIT OF PRODUCTION


Standards (if any) Current Year Previous Year
Vanaspati /Refined Oil — — —
Electricity — 100.43 111.02
H.S.D — 2.96 3.97
Coal (specify quality) — 0.08 0.08
Others (Hydrogen Gas) — 1.29 0.55
Others (Rice Husk) — 0.06 0.08

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AJANTA SOYA LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS REPORT


Cautionary Statement
The management Discussion and Analysis Report may contain certain statements that might be considered forward looking.
These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the
statement as important factors could influence Company’s operations such as Government policies, economic development,
political factors and such other factors beyond the control of the Company.
Overview
The company has suspended its operations of exporting of Rice to various African countries and importing of copper. Company
is now concentrating on Vanaspati/Refined Oil business segment.
Industry Structure & Developments
Indigenous production of edible oils has not been able to keep pace with the increase in demand. Hence, India continues to
depend heavily on imported oils. Accordingly, Indian Vanaspati and Edible oil business remains exposed to international
market trends and Government policies regarding import.
The edible oils industry is one sector in India that may see considerable reform in the foreseeable future.
Outlook
Vanaspati and Refined Oils, being items of essential consumption, will always be in demand from household as well as institutional
segments. Robust economic growth in the country augurs well for the demand of edible oil products. While consumption
pattern in urban markets has shifted to refined oils, semi-urban and rural markets consume a mix of Vanaspati, raw/filtered oils
and less expensive refined oils. The demand for Vanaspati and Refined Oils will continue to grow with increase in population
and income levels.
Opportunities & Threats
Company is now concentrating on Vanaspati/Refined Oil business segment only. In Vanaspati industry price competition has
intensified due to import of Vanaspati from some neighboring countries at zero rate of custom duty. Consumption pattern in
urban markets has significantly shifted to refined oils. Edible Oil market is though competitive provides growth opportunity also.
Risks & Concern
There is stiff competition in the edible oil market with the international entrants. On a macro level business continues to be
impacted by changes in Government Policy and International Oil Markets.
Human resource / Industrial relations
The Company recognizes the importance and contribution of its human resources for its growth and development and is
committed to the development of its people.
The Company has cordial relations with employees and staff. There are no industrial relations problems during the year and
the Company does not anticipate any material problems on this count in the current year.
The management is also committed to help the employees and workers to sharpen their skills and to improve their knowledge
base for which continuous efforts are made on training and development.
Internal Control Systems and Adequacy
The Company has established internal control systems for ensuring optimum use of resources and safeguarding the assets.
The Internal Control Systems and procedure are adequate and commensurate with the size of the Company. These business
control procedures ensure efficient use and protection of the resources and compliance with the policies, procedures and
status.
Productwise Performance
SALES
PRODUCT PREVIOUS YEAR 2004 – 2005 CURRENT YEAR 2005 – 2006
QUANTITY (MT) VALUE (Rs. Lacs) QUANTITY (MT) VALUE (Rs. Lacs)
Vanaspati/Refined Oils 42267.206 18714.26 52010.919 19360.76
Rice 5825.000 814.50 – –
Copper 1126.670 1495.22 – –

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AJANTA SOYA LIMITED

CORPORATE GOVERNANCE REPORT


Pursuant to Clause 49 of the Listing Agreement a Report on Corporate Governance is given below:
COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance deals with the laws, procedures and practices which determine Company’s ability to take managerial
decisions and in particular relations with shareholders, customers, suppliers and employees. The objective of Good Corporate
Governance is to enhance the long-term shareholders value and maximize interest of other stakeholders. The Company
believes that it’s systems and actions must be dovetailed for enhancing the performance and shareholder’s value in the long
term.
The Company is conscious of its responsibility as a good corporate citizen. The Company values transparency, professionalism
and accountability.
BOARD OF DIRECTORS
The Board had an optimum combination of Executive, Non Executive and Independent Directors. The Company had total 6
directors on the Board on 31st March, 2006. Mr Sushil Goyal is the Chairman cum Managing Director of the Company and Mr
Gagan Goyal is Whole Time Director.

Name of the Category No. of positions held in other


Director & Designation Public Companies
Board Committee
Membership Chairmanship
Mr Sushil Goyal Promoter & Executive 1 Nil Nil
Chairman & Managing Director
Mr Gagan Goyal Promoter & Executive Nil Nil Nil
Whole Time Director*
Mr Bishan Goyal Promoter & Non Executive Nil Nil Nil
Director
Mr Prahlad Goyal Non Executive Independent Nil Nil Nil
Director
Mr Harsh Chander Kansal Non Executive Independent Nil Nil Nil
Director
Mr Mahak Kansal Non Executive Independent Nil Nil Nil
Director
* Appointed as Whole Time Director with effect from 1st May, 2006.
Directors’ Attendance Record
During the Financial Year 2005-06, 12 (twelve) meetings of the Board of Directors were held on 04.04.2005, 29.04.2005,
10.05.2005, 30.06.2005, 29.07.2005, 04.08.2005, 03.09.2005, 25.10.2005, 31.10.2005, 10.12.2005, 28.01.2006 and
31.03.2006. The Board was supplied with all relevant information and supporting papers which were required to transact the
business specified in the agenda of Board Meetings held. The intervening period between the Board Meetings was well within
the maximum time gap of three months as prescribed in clause 49 of the Listing Agreement. Details of attendance of Directors
in the Board meeting during the Financial year 2005-06 are as under:
Name of the Director No. of Board Meeting Attendance at Whether attended
the Board Meeting Last AGM
Mr Sushil Goyal 12 11 Yes
Mr Gagan Goyal 8 5 Yes
Mr Bishan Goyal 12 11 Yes
Mr Prahlad Goyal 12 12 Yes
Mr Harsh Chander Kansal 12 12 No
Mr Mahak Kansal 12 11 No
Disclosure Regarding Appointment & Re-appointment of Directors in the ensuing AGM
Mr Bishan Goyal and Mr Harsh Chander Kansal, Directors who shall be retiring in this AGM, being eligible have offered
themselves for re-appointment. Brief particulars of these gentlemen are as follows:

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AJANTA SOYA LIMITED

Particulars Mr Bishan Goyal Mr Harsh Chander Kansal


Father’s Name Mr Sohan Lal Goyal Mr Vijay Kumar Kansal
Date of Birth 27-05-1964 18-09-1972
Address PP-1, Maurya Enclave, 83/A-3, Sector - 8,
Pitampura, Delhi 110 034 Rohini, Delhi 110 085
Designation Director Director
Education Graduate Graduate
Experience Steel Business & Finance Marketing & Finance
Companies in which holds Directorship GD Ferro Alloys Pvt Lvt Nil
Companies in which holds membership Reliance Forms Pvt. Ltd
of committees Nil Nil
Shareholding in the Company (No. & %) 474643 (3.99%) Nil

AUDIT COMMITTEE
(a) Terms of Reference
The Audit Committee has been constituted as per Section 292A of the Companies Act, 1956 and the provisions of the
Clause 49 of the Listing Agreement. The Audit Committee is responsible for effective supervision of the financial reporting
process, ensuring financial and accounting controls and compliance with financial policies of the Company. The other
roles and terms of reference of Audit Committee covers areas mentioned under clause 49 of the Listing Agreement and
Section 292A of the Companies Act, 1956, besides other terms as may be referred by the Board of Directors from time to
time.
(b) Composition
The Audit Committee of the Company comprises of three non executive directors i.e. Mr Prahlad Goyal – as Chairman; Mr
Harsh Chander Kansal and Mr Bishan Goyal as the Members of the Committee.
(c) Attendance
The Committee met five (5) times during the Financial Year 2005-2006 on the following dates: 29.04.2005, 29.07.2005,
02.09.2005, 31.10.2005 and 28.01.2006. Details of attendance of Directors in the Audit Committee meeting are as
under:
Name of the Director Category Attendance at the Audit Committee Meeting
Mr Prahlad Goyal -Chairman Non Executive Independent Director 5
Mr Harsh Chander Kansal Non Executive Independent Director 5
Mr Bishan Goyal Promoter & Non Executive Director 4

REMUNERATION COMMITTEE
(a) Composition & Terms of Reference
A Remuneration Committee of the Board of Directors was constituted comprising of three non-executive and independent
directors namely Mr Prahlad Goyal- as Chairman, Mr Harsh Chander Kansal, Mr Mahak Kansal as Members.
The Committee was constituted to approve the remuneration payable to Managing Director, Whole time Director or other
directors of the Company. Thus the Committee shall have the meetings as and when so required.
However, no meeting of the Remuneration Committee was held during the financial year ended 31st March, 2006.
(b) Remuneration Policy of the Company
The Managing Director and the Whole Time Director of the Company are entitled for payment of Remuneration as
decided by the Board and approved by the members as per the provisions of the Companies Act, 1956. Directors are also
entitled for the sitting fee for attending Board/ Committee Meeting except the Managing Director and Whole Time Director.
However all the Non executive Directors of the Company have waived the sitting fee payable to them for attending Board/
Committee Meeting of the Company.

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AJANTA SOYA LIMITED

(c) Details of the Directors’ Remuneration for the financial year ended 31st March, 2006
Salaries & Commision, Total No. of Shares
Name of Director Sitting fees Perqusities Bonus Exgratia Amount held &
(in Rs.) (in Rs.) %
Mr. Sushil Goyal* Nil 3,00,000 Nil 3,00,000 232948 (1.96%)
Mr Gagan Goyal# Nil Nil Nil Nil 276916 (2.33%)
Mr Bishan Goyal Nil Nil Nil Nil 474643 (3.99%)
Mr Prahlad Goyal Nil Nil Nil Nil Nil
Mr Harsh Chander Kansal Nil Nil Nil Nil Nil
Mr Mahak Kansal Nil Nil Nil Nil Nil
* Mr Sushil Goyal had been appointed as the Managing Director of the Company w.e.f 27th July, 2003 for a period 5 years.
# Mr Gagan Goyal has been appointed as a Whole Time Director of the Company w.e.f 1st May, 2006.
INVESTORS’ GRIEVANCE COMMITTEE
(i) In compliance with the requirement of the Corporate Governance under the Listing Agreement with the Stock Exchange,
the Company has constituted an “Investors’ Grievance Committee” to look into issues relating to shareholders including
share transfer, complaints, share transmission etc.
(ii) Composition:
Name of the Director Category Designation
Mr. Prahlad Goyal Non-executive Independent Chairman
Mr. Harsh Chander Kansal Non-executive Independent Member
The committee met thirteen (13) times during the year on 09.04.2005, 20.04.2005, 10.05.2005, 10.06.2005, 09.07.2005,
10.08.2005, 08.09.2005, 07.10.2005, 09.11.2005, 08.12.2005, 10.01.2006, 10.02.2006 and 10.03.2006.
(iii) Mr. Tajinder Singh Bhatia is the Compliance Officer of the Company for this purpose of Clause 47 of the Listing Agreements
to look after the compliances under the Listing Agreement and other SEBI Rules & Regulations etc.
(iv) During the year, the company received 12 complaints from the shareholders, all of which all were resolved. There was no
pending share transfers as on 31st March 2006.
GENERAL BODY MEETINGS
Particulars of past three Annual General Meetings of the Company:
No. of Special
YEAR DATE VENUE TIME Resolution(s) passed
2003 13.12.2003 SP-916, RIICO Industrial Area, Phase – III,
Bhiwadi-301 019, Distt. Alwar, Rajasthan 11.30. A.M. Nil
2004 30.09.2004 SP-916, RIICO Industrial Area, Phase – III,
Bhiwadi-301 019, Distt. Alwar, Rajasthan 11.30. A.M. One
2005 29.09.2005 SP-916, RIICO Industrial Area, Phase – III,
Bhiwadi-301 019, Distt. Alwar, Rajasthan 11.30. A.M. Two
No resolution was put through Postal Ballot in the last year and there is no resolution, which is required to be passed by Postal
Ballot at present.
DISCLOSURES
(a) Related Party Transactions
There are no materially significant related party transactions with its Promoters, the Directors or the Management, their
Subsidiaries or Relatives etc., which may have potential conflict with the interest of the company at large. The other
related party transactions are given in point no. 16 of Notes on Accounts annexed to and forming the part of Balance
Sheet and Profit and Loss Account of the Company.
(b) Non compliance by the Company, Penalties, Strictures
There were no instances of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock
Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years.
(c) Non mandatory requirements
The Company proposes to adopt the non-mandatory requirements including adoption of Whistle Blower Policy given in
Annexure-3 of Clause 49 of the listing agreement in due course of time.

11
AJANTA SOYA LIMITED

CODE OF CONDUCT
The Board has formulated a code of conduct for the Board members and senior management of the Company. The same has
also been posted on the website of the Company. All Board members and senior management personnel have affirmed their
compliance with the code.
Declaration on compliance with code of conduct by the Chairman & Managing Director:
The Board has formulated a code of conduct for the Board members and senior management of the Company, which has been
posted on the website of the Company – www.ajantasoya.com.
It is hereby affirmed that all the Directors and senior management personnel have complied with the code of conduct framed by
the Company and a confirmation to that effect has been obtained from the directors and senior management.
Sd/-
Sushil Goyal
Chairman & Managing Director
MEANS OF COMMUNICATION
(a) At present quarterly/ half-yearly reports are not being sent to each household of shareholders.
(b) The Quarterly / half-yearly / annual accounts results are published in the English and Hindi Newspapers.
— which newspaper normally published in : Financial Express(English) & Jan Satta (Hindi)
— Any website where displayed : Yes - www.ajantasoya.com
: Pursuant to clause 51 of the listing agreements, financial
information like quarterly financial statements, shareholding
pattern are available on SEBI’s website
www.sebiedifar.nic.in.
(c) The Management Discussion and Analysis forms a part of the Annual Report.

GENERAL SHAREHOLDERS INFORMATION


i) Annual General Meeting
Day & Date Time Venue
Saturday, September 30, 2006 11.30 A.M. SP-916, RIICO Industrial Area, Phase - III,
Bhiwadi-301 019, Distt. Alwar, Rajasthan
ii) Financial Calendar
Events Tentative time frame
Financial Reporting for the first quarter ended 30th June, 2006 29th July, 2006 (actual)
Financial Reporting for the second quarter ending 30th September, 2006 Last Week of October, 2006
Financial Reporting for the third quarter ending 31st December, 2006 Last Week of January, 2007
Financial Reporting for the fourth quarter ending 31st March, 2007 Last Week of April, 2007
iii) Dates of Book Closure 25th September 2006 to 30th September 2006
(Both days inclusive)
iv) Dividend Payment Date Not applicable
v) Listing on Stock Exchanges : The Shares of the Company are listed on the Bombay Stock Exchange and Calcutta
Stock Exchange.
vi) Stock Code/ Symbol : 519216 at the Bombay Stock Exchange.
vii) Market Price Data : High/ low of market price of the Company’s equity shares traded on BSE during the last financial
year were as follows:

Year High Low Volume Year High Low Volume


Apr-05 13.90 8.13 155827 Oct-05 9.90 6.70 224113
May-05 12.16 8.11 215364 Nov-05 8.45 6.80 110539
Jun-05 13.05 9.00 432031 Dec-05 7.20 5.60 136867
Jul-05 15.49 7.63 626979 Jan-06 7.35 6.05 183815
Aug-05 16.99 10.35 1410128 Feb-06 6.69 4.90 139799
Sep-05 16.50 10.21 866052 Mar-06 7.03 4.82 242841
Source : www.bseindia.com

12
AJANTA SOYA LIMITED

viii) Registrar and Share Transfer Agent & Share Transfer System
M/s. Skyline Financial Services Pvt Ltd is the Registrar and Share Transfer Agent for the shares of the Company in both
physical as well as electronic modes. The Company has authorised the Registrar and Transfer Agent to approve and
execute transfer and transmission of shares subject to a maximum holding of any one person together with the existing
holding not exceeding 1% of total paid up equity share capital of the Company at the time of such transfer. Any transfer,
transmission in excess of aforesaid limit of 1% is given effect by the Investor Grievance Committee of the Company. All
correspondence with regard to share transfers and matters related therewith may directly be addressed to the Registrar
and Share Transfer Agents at the address given below:
Particulars Skyline Financial Services Pvt Ltd
Contact Person Mr V K Rana
Address 123, Vinobha Puri, Lajpat Nagar, New Delhi - 110 024
Telephone No. 011-2983 3777, 2983 7136
Fax No. 011-2984 8352
E mail admin@skylinerta.com
The Company’s shares are traded in the Stock Exchange, Mumbai compulsorily in Demat mode. Physical shares which
are lodged with the Registrar & Transfer Agent or/ Company for transfer are processed and returned to the shareholders
duly transferred within the time stipulated under the Listing Agreement subject to the documents being in order.
ix) Distribution of Shareholding as on 31st March 2006:
Shareholding of Nominal Value of Shareholders Share Amount
Rs. Rs. Number % to Total In Rs. % to Total
(1) (2) (3) (4) (5)
Up to 5,000 20849 94.70 28,251,830.00 23.75
5,001 10,000 623 2.83 5,238,060.00 4.40
10,001 20,000 247 1.12 3,896,820.00 3.28
20,001 30,000 85 0.39 2,189,390.00 1.84
30,001 40,000 38 0.17 1,378,660.00 1.16
40,001 50,000 54 0.25 2,553,340.00 2.15
50,001 1,00,000 59 0.27 4,210,090.00 3.54
1,00,001 and Above 60 0.27 71,247,790.00 59.89
Total 22015 100.00 118,965,980.00 100.00
x) Dematerialisation of shares and liquidity: As on 31st March 2006 about 80.61% of the Company’s equity paid-up capital
had been dematerialized. Trading in equity shares of the Company at the Stock Exchange is permitted compulsorily in
demat mode.
xi) During the financial year the Board of Directors of the Company in its meeting held on 25th October, 2005 issued 23,00,000
warrants to strategic investors with an option/entitlement of conversion into/exchange with the equity shares of the Company
within a period of 18 months from the date of issue of such warrants. No Option of conversion of warrants into equity
shares have been exercised till date. Except this there are no outstanding GDRs/ ADRs/ Warrants or any Convertible
other Instruments.
xii) Plant Locations: The Company has Vanaspati Plant and refinery located at:
SP 916, RIICO Industrial Area
Phase III, Bhiwadi - 301 019 Distt. Alwar, Rajasthan.
xiii) Address for Correspondence: The shareholders may send their communication grievances/ queries to the Registrar
and Share Transfer Agents at their Address mentioned above or to the Company at:
Investor Relation Centre
Ajanta Soya Ltd
4C, Bigjo’s Tower, A-8, Netaji Subhash Place
Wazirpur Distt.Center, Delhi 110034
Phone: 011- 2735 4063, 2735 2606, Fax: 011- 2735 5594
e-mail: ajantasoya@eth.net
NON-MANDATORY REQUIREMENTS
The Company proposes to adopt the non-mandatory requirements given in Annexure-3 of Clause 49 of the listing agreement
in due course of time.

13
AJANTA SOYA LIMITED

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To,
The Board of Directors
Ajanta Soya Limited

We have examined the compliance of conditions of Corporate Governance by AJANTA SOYA LIMITED for the year ended
March 31st, 2006 as stipulated in clause 49 of the Listing Agreement of the said company with Stock Exchange(s).

The compliance of conditions of 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 the
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has
complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that no investor grievance(s) is pending for a period exceeding one month against the company as per the records
maintained by the Shareholders’/Investors’ 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.

For TAS ASSOCIATES


Chartered Accountants
Sd/-
Place : New Delhi (SUBODH GUPTA)
Dated : August 25, 2006 Partner
M. No. : 087099

14
AJANTA SOYA LIMITED

AUDITOR’S REPORT
TO THE MEMBERS OF AJANTA SOYA LIMITED

1. We have audited the attached Balance Sheet of Ajanta Soya Limited as at March 31, 2006 and also the Profit and Loss
Account and the 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 the Accounting 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-statements. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 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 paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
a) We have obtained all the information and explanations, which to the best of our knowledge and belief, were necessary
for the purpose of our audit;
b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from
our examination of those books;
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report, are in agreement
with the books of account;
d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report
comply with the applicable Accounting Standards as issued by the Institute of Chartered Accountants of India and
referred to in section 211(3C) of the Companies Act, 1956.
e) On the basis of written representations received from the directors, as on 31st March, 2006, and taken on record by
the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2006 from being appointed
as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies’ Act, 1956.
f) To the best of our knowledge & belief, the provisions of Section 441A of the Companies Act, 1956 regarding the levy
& collection of cess on turnover or gross receipts of the Company, have not yet been notified by the Central
Government. Accordingly, the question, of the compliance of the said section in terms of clause (g) of sub-section 3
of section 227 of the Companies Act, 1956 and clause 9 of the Annexure attached to our this report, .doesn’t arise.
g) In our opinion and to the best of our information and according the explanations given to us, the said accounts,
together with the notes thereon, give the information required by the Companies’ Act, 1956, in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in India:
I. in the case of the Balance Sheet, of the state of affairs of the company, as at March 31, 2006; and
II. in the case of the Profit and Loss Account, of the Profit of the company, for the year ended on that date; and
III. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For TAS ASSOCIATES


Chartered Accountants
Sd/-
Place : New Delhi (SUBODH GUPTA)
Dated : August 25, 2006 Partner
M. No. : 087099

15
AJANTA SOYA LIMITED

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF
AJANTA SOYA LIMITED FOR THE YEAR ENDED MARCH 31, 2006.
1. a) The company has maintained proper records showing full particulars including quantitative details and situation of
fixed assets.
b) During the year, these fixed assets have been physically verified by the management in a phased manner which, in
our opinion, is reasonable having regard to the size of the company and the nature of its fixed assets. As mentioned
to us no serious discrepancies were noticed by the management on such verification.
c) The company has not disposed substantial part of its fixed assets during the year.
2. a) The inventory has been physically verified by the management at reasonable intervals. In our opinion the frequency
of verification is reasonable.
b) In our opinion, the procedure of physical verification of inventory followed by the management is reasonable and
adequate in relation to the size of the company and nature of its business.
c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining
proper records of inventory. The discrepancies between physical inventory and the book records, as observed on
verification, which were not material in relation to the size of the company, have been properly dealt with in the
books of accounts.
3. a) The company has taken unsecured loan from 3 companies covered in the register maintained under section 301 of
the Companies Act, 1956. The maximum amount involved during the year was Rs. 53.65 Lacs and the year-end
balance of unsecured loans taken from such parties was Rs. 14.00 Lacs.
b) No loan has been taken on interest and other terms and conditions on which loans have been taken from companies
listed in the register maintained under section 301 are not, prima facie, prejudicial to the interest of the company.
c) The company is regular in repaying the principal amounts, wherever stipulated.
d) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained
under section 301.
e) There is no party covered in the register maintained under section 301 of the Companies Act, 1956, to which the
company has granted loans.
4. In our opinion and according to the information and explanations given to us, there are adequate internal control
procedures commensurate with the size of the company and the nature of its business for the purpose of purchase
of inventory and fixed assets and for sale of goods. During the course of our audit, on random test check basis, no
major weakness has been noticed in the internal controls in respect of these areas.
5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the
management, we are of the opinion that the transactions that need to be entered into the register maintained under
section 301 have been so entered.
b) According to the information and explanations given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 and exceeding the value of five lakh rupees, in
respect of any party during the year, have been made at prices which are reasonable having regard to prevailing
market prices at the relevant time.
6. According to information and explanations given to us, the company has not accepted any deposits to which provisions
of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there
under are applicable.
7. In our opinion, the company has an adequate Internal Audit system commensurate with its size and nature of its
business.
8. Pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1)
(d) of the Companies Act, 1956, we are of the opinion that, prima facie, the prescribed accounts and records,
relating to materials, labour and other items of cost, have been made and maintained.
9. a) According to the records of the company, the company is regular in depositing with appropriate authorities, undisputed
statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance,
Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable
to it.

16
AJANTA SOYA LIMITED

b) According to the records of the company and information and explanations given to us, there are no dues of Sales
Tax, Income Tax, Service Tax, Custom Duty, Wealth Tax, Excise Duty and Cess on account of any dispute except
(i) demand of Sales Tax of Rs. 5.69 Lacs, against which the company has filed a first Appeal with Commissioner of
Sales Tax Appeal (Bhiwadi) and (ii) demand of Rs. 3.64 Lacs towards income tax, against which the company has
filed a Appeal with Commissioner of Income Tax Appeal. e
10. The company has no accumulated losses as on the balance sheet date. The company has not incurred any cash
losses during the financial year covered by our audit or the immediately preceding financial year.
11. Based on our audit procedures and on the information and explanations given by the management, we are of the
opinion that the company has not defaulted in repayment of dues to banks. There are no dues payable to financial
institutions or debenture holders.
12 According to information and explanations given to us and based on the documents and records produced before
us, the company has not granted any loans or advances on the basis of security by way of pledge of shares,
debentures and other securities.
13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, there is no special
statute applicable to the company, hence provisions related to requirement of NOF, prudential norms for income
recognition, appraisal of credit proposal etc. are not required to be complied by the company.
14. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that
the company has maintained proper records of transactions and contracts in respect of trading in shares and other
securities and timely entries have been made therein. All shares and securities have been held by the company in
its own name.
15. According to information and explanations given to us, the terms and conditions, on which the company has given
guarantee for loans taken by others from bank or financial institutions, are not prejudicial to the interest of the
company, in view of the counter guarantee provided by such other person.
16. Based on information and explanations given to us and in our opinion, no term loan has been raised by the company
during the year.
17. According to the information and explanation given to us and on an overall examination of the balance sheet of the
company, we report that the funds, raised on short-term basis were not used, for long-term investments.
18. During the year, the company has not made any preferential allotment of shares to parties and companies covered
in the Register maintained under Section 301 of the Companies Act, 1956.
19. The company has not issued any debentures.
20. The company has not raised any money through a public issue during the year.
21. Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statements
and as per the information and explanations given by the management, we report that no fraud on or by the company
has been noticed or reported during the course of our audit.

For TAS ASSOCIATES


Chartered Accountants
Sd/-
Place : New Delhi (SUBODH GUPTA)
Dated : August 25, 2006 Partner
M. No. : 087099

17
AJANTA SOYA LIMITED

BALANCE SHEET AS AT 31st MARCH, 2006


As at As at
Schedules 31.03.2006 31.03.2005
(Rs.) (Rs.)
I. SOURCES OF FUND
1. SHARE HOLDERS FUNDS
a) Share Capital A 118,965,980 118,965,980
b) Reserves & Surplus B 59,678,193 54,204,692
2. CONVERTIBLE SHARE WARRENTS 3,220,000
(Refer note no. 03 of Part B of Schedule ‘N’)
3. LOAN FUNDS C
a) Secured Loans 114,085,346 123,084,369
b) Unsecured Loans 6,400,000 120,485,346 9,775,000 132,859,369
--------------------------------- ---------------------------------
4. DEFERRED TAX LIABILITY 22,495,051 24,419,600
--------------------------------- ---------------------------------
324,844,570 330,449,641
======================================== ========================================
II. APPLICATIONS OF FUNDS
1. FIXED ASSETS D
a) Gross Block 200,873,724 189,982,529
Less : Accumulated Depreciation 83,693,678 74,252,672
--------------------------------- ---------------------------------
117,180,046 115,729,857
b) Capital Work in Progress 500,000 182,221
2. INVESTMENTS E 28,581,020 12,020,000
3. CURRENT ASSETS, LOANS & ADVANCES F
a) Current Assets
Inventories 116,147,327 69,319,210
Cash & Bank Balances 5,143,060 11,380,493
Sundry Debtors 107,113,101 186,807,255
b) Loans & Advances 21,205,228 12,305,769
--------------------------------- ---------------------------------
249,608,716 279,812,727
Less: CURRENT LIABILITIES &
PROVISIONS G 71,162,840 77,417,605
--------------------------------- ---------------------------------
178,445,876 202,395,122
4. MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted) H 137,628 122,441
--------------------------------- ---------------------------------
324,844,570 330,449,641
======================================== ========================================
SIGNIFICANT ACCOUNTING POLICIES &
NOTES TO THE ACCOUNTS N
This is the Balance Sheet referred to in our report of even date attached
For TAS ASSOCIATES
Chartered Accountants
Sd/- Sd/- Sd/- Sd/-
(SUBODH GUPTA) (SUSHIL GOYAL) (BISHAN GOYAL) (SHALINI AGARWAL)
(Partner) Managing Director Director Company Secretary
M. No. : 087099

Place : New Delhi


Dated : August 25, 2006

18
AJANTA SOYA LIMITED

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2006
As at As at
Schedules 31.03.2006 31.03.2005
(Rs.) (Rs.)
INCOME
1. Sales
(i) Vanaspati/Refined Oil/Raw Oil 2,192,753,559 2,022,543,289
By Products 10,163,791 15,272,752
--------------------------------------------------------------- -------------------------------------
2,202,917,350 2,037,816,041
Less : Excise Duty 2,165,696 2,200,751,654 48,990,397 1,988,825,644
--------------------------------------------------------------- -------------------------------------
(ii) Rice – 81,450,497
(iii) Copper – 149,521,794
(iv) Shares/Securities 39,168 –
2. Other Income I 1,477,478 1,580,674
3. Increase/ (Decrease) in stocks J 35,053,806 (4,802,921)
--------------------------------------------------------------- -------------------------------------
2,237,322,106 2,216,575,688
========================================== ========================================
EXPENDITURE
1. Raw Material & Cost of Goods Sold K 2,114,007,549 2,074,512,467
2. Manufacturing, Administrative and
other overheads L 99,425,575 120,321,976
3. Financial Charges M 8,536,734 6,819,155
4. Depreciation 9,441,006 9,259,575
5. Misc. Expenditure written off 54,813 40,813
--------------------------------------------------------------- -------------------------------------
2,231,465,677 2,210,953,986
========================================== ========================================
BALANCE 5,856,429 5,621,702
EXTRAORDINARY ITEMS
– Prior period expenses (152,102) (35,236)
--------------------------------------------------------------- -------------------------------------
NET PROFIT FOR THE YEAR 5,704,327 5,586,466
LESS: PROVISION FOR TAXATION
– Current taxation (2,077,060) (1,436,600)
– Deferred taxation 1,924,549 (956,354)
– Fringe Benefit Tax (233,693) –
– Excess Provision for tax for earlier years 155,378 (230,826) – (2,392,954)
--------------------------------------------------------------- --------------------------------------------------------------- ------------------------------------- -------------------------------------
SURPLUS, CARRIED TO THE BALANCE SHEET 5,473,501 3,193,512
========================================== ========================================
BASIC & DILUTED EARNING PER SHARE OF Rs.10 EACH
– Before Extra Ordinary Items 0.46 0.27
– After Extra Ordinary Items 0.46 0.27
(Refer note no. 15 of Part B of Schedule ‘N’)
SIGNIFICANT ACCOUNTING POLICIES &
NOTES TO THE ACCOUNTS N
This is the Profit & Loss Accounts referred to in our report of even date attached
For TAS ASSOCIATES
Chartered Accountants
Sd/- Sd/- Sd/- Sd/-
(SUBODH GUPTA) (SUSHIL GOYAL) (BISHAN GOYAL) (SHALINI AGARWAL)
(Partner) Managing Director Director Company Secretary
M. No. : 087099
Place : New Delhi
Dated : August 25, 2006

19
AJANTA SOYA LIMITED

SCHEDULES FORMING PART OF THE BALANCE SHEET


As at As at
31.03.2006 31.03.2005
(Rs.) (Rs.)
SCHEDULE - A : SHARE CAPITAL

AUTHORISED
1,42,50,000 (Previous year 1,20,00,000)
Equity Shares of Rs. 10/- each 142,500,000 120,000,000
Nil (Previous Year 1,25,000) 15%
Non-cumulative Non-convertible
Redeemable Preference Shares of Rs. 100/- each — 142,500,000 12,500,000 132,500,000
-------------------------------- =================================== ----------------------------- ================================

ISSUED, SUBSCRIBED & PAID UP


11,896,598 Equity Shares (Previous Year 11,896,598) 118,965,980 118,965,980
of Rs. 10/- each, fully paid up.
(of the above 1,926,598 Equity Shares
(Previous Year 1,926,598) of Rs. 10/- each, have been
issued without payment being received in cash, to the
shareholders of erstwhile kasturi Finlease & Investments
Limited, pursuant to the Scheme of Amalgamation.)
------------------------------- -----------------------------
118,965,980 118,965,980
================================== ================================

SCHEDULE -B: RESERVES & SURPLUS


Capital Reserves
Capital Subsidy 1,500,000 1,500,000
Statutory Reserve Fund
As per last year 1,133,228 1,133,228
General Reserve
As per last year 19,130,289 19,130,289
Profit & Loss Account
As per last year 32,441,175 29,247,663
Surplus, carried from Profit & Loss Account 5,473,501 37,914,676 3,193,512 32,441,175
------------------------------- ------------------------------- ----------------------------- -----------------------------
59,678,193 54,204,692
================================== ================================

20
AJANTA SOYA LIMITED

As at As at
31.03.2006 31.03.2005
(Rs.) (Rs.)
SCHEDULE - C : LOAN FUNDS
SECURED LOANS
1. Working Capital Loan from Bank 113,468,217 122,123,263
i) Secured by way of first charge/hypothecation of raw material,
stores and spares, work in process, finished goods,
by- products, packing materials, and chemical
lying at works, depots and/or in transit.
ii) Further secured by personal guarantee of Managing Director, one
Director and two relatives of Managing Director of the company and
corporate guarantee of another company under the same management.
iii) Collaterally secured by way of first charge over the block
assets of the company including Company’s Land & Building
and Plant & Machinery at Bhiwadi.
2. Hire Purchase Creditors 617,129 961,106
(Secured against hypothecation of respective assets)
UNSECURED LOANS
- Inter Corporate Deposits 6,400,000 9,775,000
------------------------------- -----------------------------
120,485,346 132,859,369
================================== ================================

SCHEDULE - D : FIXED ASSETS


GROSS BLOCK D E P R E C I AT I O N NET BLOCK

As at Addition Deductions As at Upto For the Deducations/ Upto Asat As at


PARTICULARS 01.04.2005 during during 31.03.2006 01.04.2005 year Adjustments 31.03.2006 31.03.2006 31.03.2005
the year the year
Lease Hold Land 4,783,029 — — 4,783,029 — — — — 4,783,029 4,783,029
Buildings # 26,938,254 — — 26,938,254 8,933,128 815,036 — 9,748,164 17,190,090 18,005,126
Plant & Machineries 140,264,249 10,752,850 — 151,017,099 56,241,463 7,447,787 — 63,689,250 87,327,849 84,022,786
Electrical Installations
& Fittings 4,406,812 — — 4,406,812 2,484,213 209,324 — 2,693,537 1,713,275 1,922,599
Furniture & Fixtures 722,419 12,320 — 734,739 570,497 56,495 — 626,992 107,747 151,922
Vehicles 4,729,163 4,729,163 1,573,975 449,204 — 2,023,179 2,705,984 3,155,188
Laboratory Equipments 314,314 — — 314,314 190,518 14,930 — 205,448 108,866 123,796
Other Equipments &
Appliances 7,824,289 126,025 — 7,950,314 4,258,878 448,230 — 4,707,108 3,243,206 3,565,411

Total Current Year 189,982,529 10,891,195 — 200,873,724 74,252,672 9,441,006 — 83,693,678 117,180,046 115,729,857

Total Previous Year 184,714,030 6,732,949 (1,464,450) 189,982,529 65,614,694 9,259,575 (621,597) 74,252,672 115,729,857 119,099,336

Add : Capital Work -in -Progress (Including Capital Advances) 500,000 182,221
# Buildings include Rs. 28.39 Lacs for building purchased with physical possession under Flat Buyer’s Agreement dated. 28th July, 1999, which is pending Execution & Registration of
Conveyance Deed in the name of the Company.

SCHEDULE - E: INVESTMENTS (AT COST)


Long Term - Unquoted - Non-trade
In companies under the same managament
— Dhruv Globals Limited 12,020,000 12,020,000
(5,37,950 equity shares of Rs. 10 each fully paid up)
— Mera Baba Reality Associates Pvt. Ltd. 16,561,020 28,581,020 — 12,020,000
(2,19,670 equity shares of Rs. 10 each fully paid up)
------------------------------- ------------------------------- ----------------------------- -----------------------------
28,581,020 12,020,000
================================== ================================

21
AJANTA SOYA LIMITED

As at As at
31.03.2006 31.03.2005
(Rs.) (Rs.)

SCHEDULE - F : CURRENT ASSETS, LOANS & ADVANCES


A) CURRENT ASSETS
1. INVENTORIES (As valued and verified by management)
i) Stock in Trade
— Raw Material (Oil, including In-Transit) 39,804,181 27,123,263
— Packing 6,844,544 7,980,984
— Shares & Securities 29,793 33,613
— Others 6,780,046 53,458,564 6,546,392 41,684,252
------------------------------- -----------------------------
ii) Stock in Process 39,494,033 15,783,194
iii) Finished Products
— Vanaspati 13,131,970 10,627,554
— Refined Oil 2,013,032 368,632
— Bakery Shoretning (including in transit) 7,993,374 –
— By Products 56,354 855,578
------------------------------- -----------------------------
23,194,730 11,851,764
------------------------------- -----------------------------
116,147,327 69,319,210
================================== ================================
2. CASH AND BANK BALANCES
i) Cash in Hand 710,066 463,638
ii) Balance with Scheduled Banks
— In Current Accounts 15,753 813,099
— Fixed Deposit including interest accrued
(pledged with Banks as margin money against
bank guarantees and foreign letters of credit) 4,417,241 10,103,756
------------------------------- -----------------------------
5,143,060 11,380,493
================================== ================================
3. SUNDRY DEBTORS (Unsecured & considered good)
— Outstanding for a period exceeding six months 1,187,062 41,235,626
— Others 105,926,039 107,113,101 145,667,699 186,903,325
------------------------------- -----------------------------
Less : Provision for doubtful debts — 96,070
------------------------------- -----------------------------
107,113,101 186,807,255
================================== ================================

B) LOANS AND ADVANCES


(Unsecured & considered good unless otherwise stated)
i) Advances recoverable in cash or in kind
or for value to be received 11,347,032 3,486,760
ii) Security and other deposits 2,578,884 2,582,884
Less : Provision for doubtful debts 50,016 2,528,868 50,016 2,532,868
------------------------------- -----------------------------
iii) Staff Loans & Imprest 293,960 416,068
iv) Excise Duty Recoverable 24,883 479,094
v) Advance Tax/TDS 366,651 342,562
vi) Income Tax Deposit under protest 100,000
vii) Prepaid Expenses 1,148,545 1,083,474
viii) Custom Duty Recoverable 4,305,039 3,964,943
ix) Share Application Money 1,090,250 —
------------------------------- -----------------------------
21,205,228 12,305,769
================================== ================================

22
AJANTA SOYA LIMITED

As at As at
31.03.2006 31.03.2005
(Rs.) (Rs.)

SCHEDULE - G: CURRENT LIABILITIES AND PROVISIONS


A. CURRENT LIABILITIES
Sundry Creditors
— Small Scale Industrial Undertakings 601,439 823,953
(Refer note no. 19 of part ‘B’ of Schedule ‘N’)
— Others 60,913,905 61,515,344 69,691,843 70,515,796
------------------------------- -----------------------------
Security Deposits from Dealers 464,767 459,552
Advance from Customers 412,498 365,082
Other Liabilities 4,736,360 3,502,872
------------------------------- -----------------------------
67,128,969 74,843,302

B. PROVISIONS
— Provision for Income Tax (Net of Advance Tax/TDS) 1,441,681 136,252
— Provision for Fringe Benefit Tax 208,693 —
— Provision for retirement benefits 2,383,497 2,438,051
------------------------------- -----------------------------
71,162,840 77,417,605
================================== ================================

SCHEDULE - H : MISCELLANEOUS EXPENDITURE


(to the extent not written off or adjusted)
a) Preliminary Expenses (As per last year) 122,441 163,254
Addition during the year 70,000 —
Less: Written off to Profit & Loss Account 54,813 137,628 40,813 122,441
------------------------------- ------------------------------- ----------------------------- -----------------------------
137,628 122,441
================================== ================================

SCHEDULE - I : OTHER INCOME


Interest (Trade at Gross, including TDS of
Rs. 116,442; Previous year Rs. 200,348) 651,246 812,926
Debts, no longer payable written off (Net) 441,066 63,929
Duty Entitlements against Exports — 679,377
Sales Tax Refund 91,244 —
Bad Debts Recovered 96,070 —
Miscellaneous Income 197,852 24,442
------------------------------- -----------------------------
1,477,478 1,580,674
================================== ================================

23
AJANTA SOYA LIMITED

As at As at
31.03.2006 31.03.2005
(Rs.) (Rs.)

SCHEDULE - J : INCREASE/(DECREASE) IN STOCKS


VANASPATI / REFINED OIL
Opening Stock
Finished Products 10,996,186 17,220,955
Stock in Process 15,783,194 13,706,994
By Products 855,578 1,509,930
------------------------------- -----------------------------
27,634,958 32,437,879
Less: Closing Stock
Finished Goods 23,138,376 10,996,186
Stock in Process 39,494,033 15,783,194
By Products 56,354 855,578
------------------------------- -----------------------------
62,688,764 27,634,958
------------------------------- -----------------------------
Increase/(decrease) in stocks 35,053,806 (4,802,921)
================================== ================================

SCHEDULE - K : RAW MATERIAL & COST OF GOODS SOLD


a) Raw Oils
1. Raw Oils
Opening Stock 27,123,263 25,090,034
Oil Purchase 1,918,077,377 1,479,393,100
Custom Duty 110,969,672 306,646,762
Freight, Brokerage, Bank charges etc 45,294,583 44,548,561
---------------------------------- ----------------------------------
2,101,464,895 1,855,678,457
Less: Closing Stock (including ln-Transit) 39,804,181 2,061,660,714 27,123,263 1,828,555,194
---------------------------------- ----------------------------------
2. Packing Material 37,545,157 32,163,133
3. Chemicals 14,797,858 12,523,141
b) Rice
Opening Stock — —
Rice Purchase — 55,218,485
Freight, Packing, Bank charges etc. — 3,414,416
---------------------------------- ----------------------------------
— 58,632,901
Less : Closing Stock — — — 58,632,901
---------------------------------- ----------------------------------
c) Copper
Opening Stock — —
Copper Purchase — 141,484,767
Freight, Packing, Bank charges etc. — 1,152,106
---------------------------------- ----------------------------------
— 142,636,873
Less : Closing Stock — — — 142,636,873
---------------------------------- ----------------------------------
d) Shares/Securities
Opening Stock 33,613 34,838
Add : Purchase — —
---------------------------------- ----------------------------------
33,613 34,838
Less: Closing Stock 29,793 3,820 33,613 1,225
---------------------------------- ---------------------------------- ---------------------------------- ----------------------------------
2,114,007,549 2,074,512,467
======================================== =====================================

24
AJANTA SOYA LIMITED

As at As at
31.03.2006 31.03.2005
(Rs.) (Rs.)

SCHEDULE - L : MANUFACTURING, ADMINISTRATIVE & OTHER OVERHEADS


Rates & Taxes 257,208 420,317
Fuel, Power & Electricity 58,657,229 48,809,941
Handling Charges 1,817,447 1,520,711
Laboratory Expenses 220,196 187,862
Repair & Maintenance 4,917,872 4,732,026
Entry tax 736,945 469,585
Salaries & Wages 7,008,010 6,858,093
Contribution to Provident & Other Funds 956,321 911,950
Provision for Retirement Benefits & Bonus 447,103 794,564
Director’s Remuneration 300,000 300,000
Staff Welfare 711,132 997,326
Rent 616,349 541,263
Telephone Expenses 832,451 995,398
Legal, Professional Expenses 741,371 769,626
Printing & Stationery 301,566 299,947
Conveyance & Vehicle Maintenance 1,006,860 1,221,594
Loss on Sale of Assets (Net) — 314,853
Insurance 1,698,073 1,794,918
Tours & Travelling 692,113 489,865
Portclearing and Other Charges (Against Rice Exports) — 1,967,604
Charity & Donation 33,511 3,331
Business Promotion 167,347 278,512
Publicity & Advertisement 248,311 203,067
Freight Outward 8,135,306 36,921,033
Commission, Discounts & Selling Expenses 8,163,111 7,685,566
Others 759,744 833,024
------------------------------- -----------------------------
99,425,575 120,321,976
================================== ================================

SCHEDULE - M : FINANCIAL CHARGES


Interest on:
— Working Capital Loan 7,721,373 6,209,121
— Others 62,949 7,784,322 35,682 6,244,803
------------------------------- -----------------------------
Bank Charges 752,412 574,352
------------------------------- -----------------------------
8,536,734 6,819,155
================================== ================================

25
AJANTA SOYA LIMITED

SCHEDULE - N : STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS


A. SIGNIFICANT ACCOUNTING POLICIES
1. RECOGNITION OF INCOME AND EXPENDITURE:
i) The accounts are made on historical cost basis on going concern assumption and Revenues/Incomes and
Costs/Expenditure are generally accounted on accrual, as they are earned or incurred in accordance with the
Accounting Standards issued by ICAI and the provisions of Companies Act, 1956.
ii) The Preliminary Expenses & Pre-operative Expenses incurred up to 31.03.1995 are amortised over the period
of ten years. Such expenses incurred after that date are amortised over the period of five years.
2. RETIREMENT & PENSION BENEFITS
i) Company’s contribution to provident fund and pension fund is charged off to Profit & Loss A/c.
ii) Gratuity has been provided for, on the accrual basis on the assumption that all the eligible employees retire on
the Balance Sheet date.
iii) Leave Encashment is accounted for on accrual basis, on the assumption that all eligible employees retire on
the Balance Sheet date.
3. FIXED ASSETS:
i) Fixed Assets are stated at cost, less accumulated depreciation, other than ‘Leasehold Land’, where no
amortization is made. The properties/assets, in respect of which beneficial transfer has been affected, even
though pending execution/registration, are capitalised.
ii) In case of Fixed Assets acquired out of capital grants/subsidy, the cost is reduced to the extent of capital grant/
subsidy.
iii) The Capital work in progress is capitalized as fixed assets on the date of commissioning of the asset.
4. METHOD OF DEPRECIATION AND AMORTISATION:
(i) Depreciation on Fixed Assets is provided at the relevant rates of depreciation in respect of Straight Line
Method as specified in Schedule XIV to the Companies Act, 1956.
(ii) In view of the amendment in Schedule XIV, depreciation on assets costing up to Rs.5000/- are depreciated at
the rate of 100% on pro-rata basis except those which constitute more than 10% of the total actual cost of
Plant and Machinery on which the applicable rate of depreciation is charged.
(iii) Depreciation on additions to assets or on sale/adjustment of assets is calculated pro-rata from the date of
such addition or up to the date of such sale/ adjustment.
(iv) No amounts are written off against Leasehold Land by way of amortisation. However, due amortisation has
been made in respect of properties/assets which are pending registration in the name of the company.
5. VALUATION OF INVENTORIES
Method of Valuation
Raw Material, Packing Material &
Consumables (including material in-transit) : At Cost including direct procurement overhead / taxes.
Finished Goods
(including goods in transit) : At cost or net realisable value whichever is lower.
Stock in process : At cost
By Products : At net realisable value
Loose Tools : At cost and charged off when discarded.
Shares / Securities (Quoted) : At lower of cost or net realisable value
In the above, cost is arrived at by FIFO cost method. In and in case of Finished Goods and Stock in Process,; it also
includes excise duty (if applicable), manufacturing & related establishment overheads, depreciation and interest.
All the Spares, which are primarily meant to be used for capitalisation (except consumables and maintenance
stores), are considered as part of the Capital Work in Progress and shown accordingly.
6. RESEARCH AND DEVELOPMENT
Revenue expenditure including overheads on Research and Development is charged out as an expense through
the natural heads of account in the year in which incurred. Expenditure, which results in the creation of capital
assets, is taken to Fixed Assets and depreciation is provided on such assets, as are depreciable.
7. EXPENDITURE DURING CONSTRUCTION PERIOD
All expenditure, directly related to the fixed asset including interest on borrowings for the project, incurred up to the
date of installation, are directly capitalised and added, if required, pro-rata to the cost of factory buildings, wherever
applicable, and plant and machinery relating thereto.

26
AJANTA SOYA LIMITED

8. INVESTMENTS
Long-term investments are stated at cost price. Any diminution of permanent nature in the value of the long-term
investments is suitably provided for by charging off to revenue. Short-term investments are stated at lower of cost or
net realisable value.
In case of unquoted shares, the diminution in value of shares is arrived on the basis of break up value as per latest
available audited balance sheet of the respective company.
9. FOREIGN CURRENCY TRANSACTIONS
Foreign Currency transactions during the year are recorded at rates of exchange prevailing on the date of transaction.
Current Assets and Current Liabilities are translated at using the year-end exchange rate. Exchange gains and
losses are duly recognised in the Profit and Loss Account. In case of forward contracts, the difference between the
forward rate and the exchange rate on the date of the transaction is recognised as income or expense over the life of the
contract.
10. INCOME TAX
Provision for current Income Tax is made on the basis of estimated taxable income after taking into consideration,
estimates of benefits admissible under the provisions of Income Tax, 1961. The company provides for deferred tax
liability (after netting off deferred tax assets), based on the tax effect of timing difference resulting from the recognition
of items in the financial statements. Deferred tax assets (after, netting of deferred tax liabilities), are generally not
recognized unless there exist strong circumstances for its adjustment/realization in near future.
11. ACCOUNTING FOR DEPB
The DEPB entitlements, against exports, are accounted on accrual basis when export materialises. In case of DEPB
acquired from third parties, the same is recognised on historical cost basis.
12. IMPAIRMENT OF ASSETS
Consideration is given by the management of the company consideration is given at each balance sheet date to
determine whether there is any indication of impairment of the carrying amount of assets. If any indication exists,
impairment loss is recognised whenever the carrying amount of an assets exceeds its recoverable amount. The
recoverable amount is greater of the net selling price and value in use.
Reversal of impairment losses recognised in prior years is recorded when there is indication that the impairment
losses for the assets are no longer exist.
13. PROVISIONS AND CONTIGENT LIABLITIES
A Provision is recognised when the company has a present obligation as a result of past event and it is probable that
an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.
Provisions are not discounted to its present value and are determined based on management estimate required to
settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to
reflect the current management estimates.
The disclosure is made for all possible or present obligations that may but probably will not require outflow of
resources, as contingent liability in the financial statements.

B. NOTES TO THE ACCOUNTS


1. Contingent Liabilities not provided for:
a. Bank Guarantees / Letters of credit issued by the company in favour of (Rs. In lacs)
2005-2006 2004-2005
i) Mectech Process Engineers Pvt. Ltd. — 5.00
ii) Foreign Letters of Credit against import of oil 301.58 427.43
Total Value 301.58 432.43
Bank Guarantees / Foreign Letters of Credit are secured by way of lien marked Fixed Deposits of Rs. 44.17
Lacs (Previous year Rs. 101.04 Lacs).
b. Corporate guarantee given to a bank, in lieu of such bank having extended various secured fund based & non-fund based
credit facilities, amounting in aggregate to Rs. 2410 Lacs (Previous year Rs. 1,995 Lacs) to an associate company.
c. The company has received a demand for payment of 5.69 Lacs as Sales Tax pertaining to First Quarter of
Financial Year 2005-2006. However, the company has filed a First Appeal with Commissioner of Appeal Sales
tax, Bhiwadi against it and on amount of Rs. 0.89 Lacs has been deposited by the company under protest,
which has been shown under the head loan and advances in schedule F (B) to the Balance Sheet.
d. Demand of Rs. 3.64 Lacs has been raised by Income tax authorities for A.Y. 2003-2004 which is disputed by
the company under appeal and a sum of Rs. 100000/- has been deposited under protest, which has been
shown under the head loan and advances in schedule F (B) to the Balance Sheet.

27
AJANTA SOYA LIMITED

2. Estimated amount of contracts remaining to be executed on capital account and not provided for in accounts (net of
advances) Rs. 213.87 Lacs (Previous year Rs. 10.18 Lacs).
3. During the year, the Board of Directors of the company has allotted 23,00,000 (Twenty three Lacs) convertible warrants
on preferential basis, the warrant holders have option of subscribing one equity share of the company of Rs. 10/- each
per warrant at a price of Rs. 14/- per share any time up to 18 month from the date of issue i.e. 30th August 2006. The
company has received an amount of Rs. 32.20 Lacs (from the warrant holders) representing 10% upfront payment.
4. In the opinion of the board the current assets, loans & advances are recoverable at par in the ordinary course of
business at a price at which they are stated in the Balance Sheet.
5. Balances of debtors, creditors, loans and advances on the Balance Sheet date are subject to reconciliation and
confirmation from some of the parties.
6. Exchange rate at the closing of financial year is taken at USD 1 = Rs. 44.62 (previous year Rs. 43.85).
7. Remuneration to Director(s) : 2005-2006 2004-2005
(Rs.) (Rs.)
Salary to the Managing Director 300,000 300,000

8. Payment to Auditor's : 2005-2006 2004-2005


(Rs.) (Rs.)
(Included under legal & professional Expenses in schedule L)
a) Statutory Auditors
Audit Fees 100000 100,000
Tax Audit Fee 10000 10,000
Taxation Matters Fee 40,000 40,000
Out of Pocket expenses 8750 7200
Service Tax 11220 11220
------------------------------- -------------------------------
169970 168420
------------------------------- -------------------------------
b) Cost Auditors (including Service Tax) 31154 28,184
c) Internal Auditors (including Service Tax) 93615 78,552
9. Particulars in respect of Capacities, Production/Purchase, Stocks and Sales:
(A) Manufacturing Operations:
(i) For Sale
Installed Opening Actual
Sales Closing Stock
Class of Goods capacity Stock Production
M.T. Qty. Value Qty. Qty. Value Qty. Value
(P.A.) (MT) (Rs. in Lacs) (MT) (MT) (Rs. in Lacs) (MT) (Rs. in Lacs)
Vanaspati /Refined Oil 54000 265.161 109.96 52106.361 52010.919 19360.76 360.603 151.45
Prev. Year’s 54000 337.533 172.21 42194.834 42267.206 18714.26 265.161 109.96
a) The installed capacity for the finished products and date of installation, are as certified by the management and
relied upon by the auditors, being a technical matter.
b) Capacities are expressed on the basis of triple shift working of the factory.
(ii) For Captive Consumption:
Installed Opening Actual Consumed* Closing
Class of Goods capacity* Stock Production Stock
(P.A) Qty. Value (Rs. Qty. Qty. Qty. Value (Rs.
(Nos.) in Lacs) (Nos.) (Nos.) (Nos.) in Lacs)
P.P Jars (Nos) — 9,439 3.30 125,668 122,552 12,555 4.39
Previous Year’s — 6,939 2.18 130,129 127,629 9,439 3.30
Tin Container (Nos.) — 7,961 3.58 417,673 416,874 8,760 4.47
Previous Year’s — — — 179,066 171,105 7,961 3.58
*Installed capacities are not given, as technical estimates are not ascertainable.

28
AJANTA SOYA LIMITED

(B) Trading Operations:


(i) Oil, Rice, Bakery Shortening & Copper
Opening Stock Purchases Sales/Processing loss Closing Stock
Class of Goods Qty. (MT) Value Qty. (MT) Qty. (MT) Value Qty. (MT) Value
(Rs. Lacs) (Rs. Lacs) (Rs. Lacs)
Raw Oil — — 6433.420 6433.420 2134.47 — —
Previous Year’s — — 4346.025 4346.02 1511.17 — —
Bakery Shortening — — 1490.62 1251.37** 432.31 239.250 80.00
Previous Year’s — — — — — — —
Rice — — — — — — —
Previous Year’s — — 5849.910 5849.910* 814.50 — —
Copper — — — — — — —
Previous Year’s — — 1126.670 1126.670 1495.22 — —
* Includes shortage / processing loss of Nil MT (Previous year 24.910 MT).
** Includes packing weight of 23.545MT (Previous Year Nil)
(ii) Shares/Securities (Non-Trade)
Opening Stock Purchases* Sales / Written off Closing Stock
Qty. Value (Rs.) Qty. Qty. Value (Rs.) Qty. Value (Rs.)
Balaji Galvanising Ltd. 9800 9,800 — — — 9800 9,800
Kallam Spinning Mills Ltd. 1600 3,520 — 1600 39168 — —
Phytochem India Ltd. 1000 1,300 — — — 1000 1,300
Seax Leather Exports Ltd. 600 300 — 600* 300 — —
Via Media (India) Ltd. 75 165 — — — 75 165
Shree Krishna Polyster Ltd.
(Warrants) 800 2,248 — — — 800 2,248
Gupta Carpets Ltd. 400 280 — — — 400 280
Krishna Synthetics Ltd. 16000 16,000 — — — 16000 16,000
Total 33,613 — 29,793
* Rrepresents shares written off.
** None of the above companies are under the same management.
10. Analysis of Material Consumed in Manufacturing Operation :
Class of Goods Unit Current Year Previous Year
Qty. Value (Rs. lacs) Qty. Value (Rs. Lacs)
Oil M.T. 53744.897 18941.00 44011.725 16830.51
Packing 375.45 321.63
Chemicals 147.98 125.23
TOTAL 19464.43 17277.37

11. Value of imported and indigenous raw materials, spare parts and components consumed in manufacturing
operation and the percentage of each to the total consumption.
CURRENT YEAR PREVIOUS YEAR
Particular Raw Material Spare Parts & Components* Raw Material Spare Parts & Components*
Value % to total Value % to total Value % to total Value % to total
(Rs. Lacs) consumption (Rs. Lacs) consumption (Rs. Lacs) consumption (Rs. Lacs) consumption
Imported 12961.68 66.59% — — 14631.97 84.69% — —
Indigenous 6502.75 33.41% — — 2645.40 15.31% — —
*Manufacturing process does not require any spare parts and components.

29
AJANTA SOYA LIMITED

12. The value of Imports (Raw Oil) by the company on C.I.F. basis during the financial year is Rs. 2993.50 Lacs; Previous Year
Rs. 6,850.93 Lacs.
13. In these accounts, net loss of Rs. 23.53 Lacs (previous year of Rs. 12.66 Lacs), on account of foreign exchange fluctuation
arising during the year, has been recognized under the appropriate revenue items to which it relates.
14. Earnings and Outgo in Foreign Currency : 2005-2006 2004-2005
(Rs. in Lacs) (Rs. in Lacs)
Earnings
Rice Exports 0 814.50
Outgo
Travelling Expenses 3.81 0.66
Purchase of Oil 1851.25 1605.34
Purchase of Bakery Shortening 58.35 0
Purchase of Copper 0 1414.85
Freight on Rice Export 0 170.99
15. Basic and Diluted Earning Per Share:
The Basic and Diluted Earning Per Share has been arrived as follows: (Rupees)
2005-2006 2004-2005

Profit after extra-ordinary items


Profit for the year 57,04,327 55,86,466
Less : Provision for Taxation (Net) 2,30,826 (23,92,954)
----------------------------- -----------------------------
54,73,501 31,93,512
===================================== =====================================
Profit before extra-ordinary items
Profit for the year after tax 54,73,501 31,93,512
Adjustment for :
Prior period expenses 1,52,102 35,236
Provision for tax for earlier years (1,55,378) —
----------------------------- -----------------------------
54,70,225 32,28,748
===================================== =====================================
No. of weighted average equity shares
Basic & Diluted 1,18,96,598 1,18,96,598
Nominal Value of Equity Share (Rs.) 10 10
BASIC & DILUTED EARNING PER SHARE (Rs.)
Before extra-ordinary items 0.46 0.27
After extra-ordinary items 0.46 0.27
16. Related Party Disclosures
The information given below is only in respect of the transactions entered into by the company during the year with the
related parties.
A) Names of Related Parties and description of Relationship:
i) Associates:
a) Pawansut Merchants Limited
b) Dhruv Globals Limited
c) Reliance Forms Pvt. Ltd.
d) Paramount Rolling Mills Ltd.
e) Cosmic Alloys & Metals Works Pvt. Ltd.
f) Mera Baba Reality Associate Pvt. Ltd.
g) Phoenix Steels Mills Ltd.
ii) Key Managerial Personnel:
a). Sushil Goyal, Managing Director

30
AJANTA SOYA LIMITED

B) Transactions during the year and Balances Outstanding as at the year end in respect of transactions entered
into with the Related Parties: (Rs. in Lacs)
2005-2006 2004-2005
Associates Key Managerial Associates Key Managerial
Personnel Personnel
Unsecured Loans
a) Balance as at beginning of year 37.75 — 148.60 —
b) Taken during the year 15.90 — 90.00 —
c) Repaid during the year 39.65 — 200.85 —
d) Balance as at year end 14.00 — 37.75 —
Assets/ Liabilities as on Balance Sheet date
a) Balances Payable 6.70 — 1.14 —
b) Balances Receivable 85.90
Expenditure
a) Rent 1.13 — 1.44 —
b) DEPB purchased 9.88 — 92.50 —
c) Payments to and provisions for employees — 3.00 — 3.00
Contingent Liabilities as on Balance Sheet date
a) Guarantees issued in favour of bank on
behalf of associates 2410.00 1995.00 —
b) Guarantees issued by associates in favour
of bank on behalf of the company 2700.00 3400.00 —
Investment
a) Investment in Shares 165.61 — — —
17. Details on Segment Reporting :
BUSINESS SEGMENTS : (Rs. in Lacs)
2005-2006 2004-2005
Vanaspati/ Vanaspati/
Refined Unallocable Refined Unallocable
Oil Rice Copper Total Oil Rice Copper Cable Total
Segment Revenue
Gross Segment Revenue 22016.17 0 0 0 22016.17 19,889.14 821.30 1,495.22 — 22,205.66
Less : Inter Segment Adjustment — — — — — — — — — —
Net Segment Revenue 22016.17 0 0 0 22016.17 19,889.14 821.30 1,495.22 — 22,205.66
Segment Results
Segment results before Interest & Tax 129.09 (0.72) 0 0 129.37 45.63 39.20 68.85 (43.50) 110.18
Less : Interest Expenses (77.84) 0 0 0 (77.84) — — — (62.45) (62.45)
Add : Interest Income 6.51 0 0 0 6.51 8.13 — — — 8.13
Profit before tax 57.76 (0.72) 0 0 57.04 53.76 39.20 68.85 (105.95) 55.86
Current Tax (19.22) 0 0 0 (19.22) — — — (14.37) (14.37)
Friengh Benefit Tax (2.34) (2.34)
Deferred Tax 19.25 0 0 0 19.25 — — — (9.56) (9.56)
Net profit after tax 55.46 (0.72) 0 0 54.74 53.76 39.20 68.85 (129.88) 31.93
Other Information
Segment Assets 3958.70 0 0 0 3958.70 3,170.91 408.38 274.53 223.62 4077.44
Segment Liabilities 1916.48 0 0 0 1916.48 1950.96 — 148.66 3.15 2102.77

Notes:
a) Business Segments:
During the year, the company has suspended the operation in other business segments of the company and the
only operating segment identified by the company for the year is Vanaspati and refined oil segment. This business
segregation forms the basis for review of operating performance by the management. In line with the practice and
considering the nature of the materiality in operations, the dealing in shares/securities has not been reported as a
separate segment. Accordingly the other segmental assets and liabilities if any have been merged with that of
Vanaspati and refined oil segment as at 31.03.2006.
The Vanaspati / Refined Oil segment comprises of Vanaspati Ghee, Bakery Vanaspati and various types of edible
Refined Oil.

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AJANTA SOYA LIMITED

b) The accounting policies of the segments are the same, to the extent applicable, as those described in the summary
of significant accounting policies as referred to in part ‘A’ of Schedule ‘N’ to the accounts along with the following
additional policies.
i) Revenue & expenses have been identified to a segment on the basis of relationship to operating activities of
the segment.
ii) Segment assets and liabilities represent assets and liabilities in respective segments.
18. Deferred Tax
Major components of Deferred Tax Liabilities (net of deferred tax assets) arising on account of timing differences are as
under:
(Rs in Lacs)
2005-2006 2004-2005
Deferred Tax Liabilities
– Fixed Assets 233.40 253.35
Deferred Tax Assets
– Provision for Gratuity, Bonus & Leave Encashment 8.45 9.15
------------------- ----------------
Accumulated Deferred Tax Liability (net) 224.95 244.20
Provision/ (Reversal) required for Deferred Tax Liability (19.25) 9.57
Deferred Tax Liability (net) recognised for the year (19.25) 9.57
19. The names of the Small-Scale Industrial undertakings to which the company owes for more than 30 days at the end of the
financial year are given below:
— Ions Hydro Pvt. Ltd.
The above information and that given in Schedule ‘G’ – Current Liabilities regarding Small-Scale Industrial undertakings
is as identified on the basis of information available with the company, and has been relied upon by the auditors.
20. The indications listed in paragraph 8 to 10 of Accounting Standard 28 on Impairment of Assets, (issued by the Institute of
Chartered Accountants of India), have been examined and on such examinations, it has been found that none of the
indicators are, prima facie, present in the case of the company. A formal estimate of the recoverable amount has not been
made, as there is no indication of a potential impairment loss, as per the management.
21. Previous year’s figures have been regrouped/reclassified, wherever considered necessary, to conform to current year’s
classification.
22. Information pursuant to Part - IV of the Schedule VI to the Companies Act, 1956 is given separately.

Sd/- Sd/- Sd/-


(SUSHIL GOYAL) (BISHAN GOYAL) (SHALINI AGARWAL)
Managing Director Director Company Secretary

Place : New Delhi


Dated : August 25, 2006

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AJANTA SOYA LIMITED

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE


I. Registration Details
Registration No. 16617 State Code 17
Balance Sheet Date 31.03.2006

II. Capital Raised during the Year (Amount in Rs. Thousand)


Public Issue NIL Right Issue NIL
Bonus Issue NIL Private Placement 3220

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


Total Liabilities 396007 Total Assets 396007
Sources of Funds
Paid-up-Capital 118966 Reserves & Surplus 59678
Secured Loans 114085 Unsecured Loans 6400
Deferred Tax Liability (Net) 22495
Application of Funds
Net Fixed Assets* 117680 Investments 28581
*(Includes Capital Work in Progress)
Net Current Assets 178446 Misc. Expenditure 138
Accumulated Losses NIL

IV. Performance of Company (Amount in Rs. Thousand)


Turnover 2202268 Total Expenditure 2196564
Profit/Loss before Tax 5704 Profit/Loss after Tax 5474
Earning per Share in Rs. * 0.46 Dividend Rate % NIL

V. Generic Names of Three Principal Products/Services of the Company


Item Code No. : 2100
Product Description : Vanaspati
Item Code No. : 2100
Product Description : Refined Oil
Item Code No. :
Product Description : Rice

for and on behalf of the Board of Directors

Sd/- Sd/- Sd/-


(SUSHIL GOYAL) (BISHAN GOYAL) (SHALINI AGARWAL)
Managing Director Director Company Secretary

Place : New Delhi


Dated : August 25, 2006

33
AJANTA SOYA LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2006
(Rs. in lacs)
2005 - 2006 2004 - 2005
A) CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Tax & Extraordinary items 58.56 56.22
Adjustments for:
Depreciation 94.41 92.60
Miscellaneous Expenditure written off 0.55 0.41
Interest Paid 77.84 62.45
Loss on Sale of Assets (Net) — 172.80 3.15 158.61
------------------------ ------------------------ ---------------------- ----------------------
Operating Profit before Working Capital changes 231.36 214.83
Adjustments for:
Inventories (468.28) (29.82)
Trade & Other Receivables 764.81 (412.44)
Trade Payable and Other Liabilities (62.55) 233.98 (188.38) (630.64)
------------------------ ------------------------ ---------------------- ----------------------
Cash Generated from operations 465.34 (415.81)
Less:
Interest Paid (77.84) (62.45)
Miscellaneous Expenditure Paid (0.70) —
Current Tax (20.77) (14.37)
Friengh Benefit Tax (2.34) —
Tax for earlier years 1.55 (100.10) — (76.82)
------------------------ ------------------------ ------------------------ ------------------------
Cash Flow before Extraordinary items 365.24 (492.63)
Extraordinary Items
- Prior Period Adjustment (1.52) (0.35)
------------------------ ------------------------
Net Cash from Operating Activities A 363.72 (492.98)
========================== =========================
B) CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (108.91) (67.33)
Change in Capital Work in Progress (3.18) 18.85
Sale of Fixed Assets — 5.28
Investments (165.61) —
------------------------ ------------------------
Net Cash used in Investing Activities B (277.70) (43.20)
========================== =========================
C) CASH FLOW FROM FINANCING ACTIVITIES
Preliminary Expenses Incurred — —
Movement in Working Capital Loan (86.55) 632.58
Proceeds from Other Loans — 282.75
Repayment of Other Loans (37.19) (423.99)
Proceeds from Issue of Share Wrrants 32.20 —
------------------------ ------------------------
Net Cash received in financing activities C (91.54) 491.34
========================== =========================
D) NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS (A+1) (5.52) (44.84)
Cash & Cash Equivalents as at year opening 12.78 57.62
Cash & Cash Equivalents as at year end 7.26 12.78
Notes : (I) Figures in brackets represent deductions and outflows
(II) Cash & Cash Equivalents do not include Fixed Deposits pledged with Bank and accrued interest thereon as
the same are not highly liquid and readily convertible into cash.
(III) The previous year’s figures have been restated, wherever considered necessary.

Sd/- Sd/- Sd/-


Place : New Delhi (SUSHIL GOYAL) (BISHAN GOYAL) (SHALINI AGARWAL)
Dated : August 25, 2006 Managing Director Director Company Secretary

34