Divya Jyoti Industries Limited - COMPANY INFORMATION ...Divya Jyoti Industries Limited The Directors have pleasure in presenting before the Shareholders the 19th Annual Report on the

BOARD OF DIRECTORS

CHIEF EXECUTIVE OFFICER

CHIEF OPERATING OFFICER

CHIEF FINANCIAL OFFICER

COMPANY SECRETARY

AUDITORS

BANKERS:

REGISTERED OFFICE/ WORKS

ADMINISTRATIVE OFFICE

REGISTRAR AND SHARE TRANSFER AGENT

WEBSITE: www.divyajyoti.net

Mr. Rangnath Nyati ChairmanMr. Girdhari R. Nyati Whole Time DirectorMr. Gopal Nyati Executive DirectorMr. Shriniwas Soni DirectorMr. Sudarshan Shastri Director

Mr. Sanjay Baweja

Mr. Anirudh Nyati

CA. Mala Rohara

Ms. Neha Sharma

Dafria & Co.Chartered AccountantsA-1, Megh Building,13/2, M.G. Road, Indore-452 001 (M.P.)

Dena BankOriental Bank of CommerceThe Saraswat Co-op. Bank Ltd.

Plot No. M-19-39, Sector-III, Industrial AreaPithampur-454 775, Dist. - Dhar (M.P.)Phones : 07292-421900-01, Fax : 07292-421947

92/3, Sapna Sangeeta Main Road,Near Tanishq Showroom, Indore-452 001 (M.P.)Phones : 0731-4010900-01, Fax : 0731-4010902

Link Intime India Pvt. LimitedC-13, Pannalal Silk Mills Compound,LBS Marg Bhandup (W), Mumbai - 400078Phone : 022-25963838, Fax : 022-25946969

COMPANY INFORMATION

CONTENTS :

1234571212

Notice

Annexure to the Notice

Chairman's Message

Five Year Financial Performance

Director's Report

Corporate Governance Report

Auditor's Certificate on Corporate Governance

Auditor's Report

131415161718

23

Management Discussion and Analysis Report

Annexure to the Auditor's Report

Balance Sheet

Profit and Loss Account

Cash Flow Statement

Schedule Forming Part of Balance Sheet and Profit & Loss Account

Significant Accounting Policies and Notes to Accounts.

NOTICE

INCREASE IN THE REMUNERATION OF WHOLE TIME DIRECTOR:

INCREASE IN THE REMUNERATION OF EXECUTIVE DIRECTOR:

Notice is hereby given that the 19th Annual General Meeting of the members of DIVYA JYOTI INDUSTRIES LIMITED will be held on Friday the 16th September 2011 at 11:00 A.M. at Registered Office of the company at M-19-39, Sector III, Industrial Area, Pithampur-454775 District Dhar (MP) to transact the following business.

1. To receive, consider and adopt the Audited Balance Sheet and Profit & Loss Account of the company for the year ended 31st March, 2011 and the reports of Directors and Auditors thereon.

2. To appoint a Director in place of Shri Sudarshan Shastri, who retires by rotation and being eligible offer himself for re-appointment.

3. To appoint Auditors and fix their remuneration.

4. To consider and if thought fit, to pass with or without modification the following as Ordinary Resolutions:

“RESOLVED that pursuant to the provisions of sections 198,269,309,310,311 and other applicable provisions if any, and in terms of Schedule XIII of the Companies Act, 1956 as amended up to date, the remuneration of Shri Girdhari R. Nyati, Whole Time Director of the Company be and is hereby increased from 50,000/-per month to 70,000/-per month w.e.f. 1st September, 2011 with the Annual increment of 7,500/- per year for the remaining period, up to 31.08.2014, as set out hereunder:

Salary 70, 000/-(Rupees Seventy Thousand Only) per month and other terms and terms and conditions will remain same.”

“RESOLVED FURTHER that where in any financial year the Company has no profits, or its profits are inadequate during the term of office of Shri Girdhari R. Nyati, the remuneration aforesaid shall be minimum remuneration.”

“RESOLVED FURTHER that the Board of Directors be and hereby authorized to vary, alter, increase or enhance/change from time to time, the terms and conditions of appointment and remuneration of Shri Girdhari R. Nyati subject to the requisite approvals, if any, being obtained.”

“RESOLVED FURTHER that for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary, expedient, usual and proper.”

5. To consider and if thought fit, to pass with or without modification the following as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of sections 198,269,309,310,311 and other applicable provisions if any, and in terms of Schedule XIII of the Companies Act, 1956 as amended up to date, the remuneration of Shri Gopal Nyati, Executive Director of the Company be and is hereby increased from 50,000/-per month to 70, 000/-per month w.e.f. 1st September, 2011 with the Annual increment of 7,500/- per year for the remaining period, up to 31.03.2013, as set out hereunder:

Salary 70,000/-(Rupees Seventy Thousand Only) per month and other terms and terms and conditions will remain same.”

“RESOLVED FURTHER that where in any financial year the Company has no profits, or its profits are inadequate during the term of office of Shri Gopal Nyati, the remuneration aforesaid shall be minimum remuneration.”

“RESOLVED FURTHER that the Board of Directors be and hereby authorized to vary, alter, increase or enhance/change from time to time, the terms and conditions of appointment and remuneration of Shri Girdhari R. Nyati subject to the requisite approvals, if any, being obtained.”

“RESOLVED FURTHER that for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary, expedient, usual and proper.”

` ` `

`

` ` `

`

Place: INDOREDate : August 12, 2011

By Order of the Board,RANGNATH NYATIChairman

(1)

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING PROXY SHOULD BE DESPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of item no. 4 & 5 in the above notice is annexed hereto.

3. Register of Member of the Company shall remain closed from 14.09.2011 to 16.09.2011 (Both days inclusive) for the purpose of Annual General Meeting.

4. Member/Proxies attending the meeting should bring their copy of the Annual Report for reference at the meeting.

5. Members are requested to notify the change in their address to the company and always quote their Folio Numbers or DP ID and Client ID Numbers in all correspondence with the company. In respect of holding in electronic form, Members are requested to notify any change of address to their respective Depository Participant.

As required by Section 173(2) of Companies Act 1956 the following explanatory statement sets out the material facts relating to the Special business of the Accompanying Notice dated 12.08.2011.

FOR ITEM NO.4:

At the Board of Directors meeting, held on 12th August, 2011 have approved the increase in the remuneration of Whole Time Director, Shri Girdhari R. Nyati.

Salary ` 70,000/- per month for the remaining period, upto 31.08.2014. Other terms and conditions will remain unchanged. Except Shri Rangnath Nyati and Shri Gopal Nyati, none of the Directors of the Company is concerned or interested in the said resolution.

FOR ITEM NO.5:

At the Board of Directors meeting, held on 12th August, 2011 have approved the increase in the remuneration of Whole Time Director, Shri Gopal Nyati.

Salary ` 70,000/- per month for the remaining period, upto 31.03.2013. Other terms and conditions will remain unchanged. Except Shri Rangnath Nyati and Shri Girdhari R. Nyati, none of the Directors of the Company is concerned or interested in the said resolution.





NOTES

ANNEXURE TO THE NOTICE EXPLANATORY STATEMENTS PURSUANT TO SECTION 173(2) OF THE COMPANIES

ACT 1956

(2)

Dear Shareholders,

The past is behind us and the future beckons us to achieve greater heights.

This year was again a tough & challenging year for Soya Industry due to various factors. In March due to natural calamity Tsunami in Japan, export of Soya Meal got affected. The crushing cost got increased due to increase in prices of Coal, Hexane, Diesel and Electricity. In spite of various hurdles, your company’s performance was better than last year due to ever increasing demand of Edible Oil.

This year your company has implemented 100 TPD Edible Oil Refinery in a record time. You will be pleased to know that the quality of our Refined Oil is very well accepted in the market. Getting encouragement from this your company has decided to launch its own branded oil shortly.

Your company has been awarded the prestigious Halal Certification for “Quality Management Systems for Manufacturing and Supply of Lecithin. This will go a long way to establish Divya Jyoti as a quality oriented organization.

In the end, I would like to thank all my colleagues, staff, workers, customers, suppliers and bankers for their support, commitment and understanding through the year that has helped reach the company to its current level of operations. I would also like to thank our shareholders for the trust they have reposed in the Company over the years and look forward to their continued support and guidance.

Thank You.

Chairman

12th August, 2011

Rangnath Nyati

CHAIRMAN'S MESSAGE

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Operating Results

Financial Position

Turnover

Other Income

Earnings Before Interest,

Depreciation & Tax

Interest & Financial Charges

Depreciation

Profit Before Tax

Tax

Prior Period Expenses

Profit After Tax

Share Capital

Reserve & Surplus

Net Worth

Deferred Tax Liability

Total Debt

Total Capital Employed

Net Fixed Assets

Investments

Net Working Capital

Miscellaneous Expenditure

Total Net Assets

A

B

17,132.49

16.96

266.13

178.80

57.28

30.05

14.48

0.00

15.57

1,000.35

478.92

1,479.27

0.00

1,995.00

3,474.27

766.06

0.28

2,707.93

0.00

3,474.27

18,810.48

9.08

295.44

174.52

64.48

56.43

21.02

1.30

34.12

1,000.35

370.64

1,370.99

157.83

781.78

2,310.60

1,163.50

0.28

1,146.82

0.00

2,310.60

27,895.38

19.32

243.36

148.03

82.84

12.49

7.13

2.74

2.61

1,030.00

414.76

1,444.76

161.89

1,355.57

2,962.23

1,162.17

0.28

1,799.78

0.00

2,962.23

15,770.16

74.88

3,401.51

1,131.88

0.28

2,259.55

9.80

3,401.51

386.72

216.64

86.07

84.01

21.84

2.85

59.32

1,030.00

474.08

1,504.08

163.17

1,734.26

25,485.67

30.83

621.80

371.81

121.47

128.52

58.15

4.47

65.90

1,030.00

539.98

1,569.98

218.72

5,265.43

7,054.13

2,372.68

0.29

4,681.16

0.00

7,054.13

(` In Lacs)Particulars

2006-07 2007-08 2008-09 2009-10 2010-11

Five Year Financial Performance

Turnover (` In Lacs)

Profit Before Tax(` In Lacs)

30,000.00

25,000.00

20,000.00

15,000.00

10,000.00

5,000.00

0.00

2006-07 2007-08 2008-09 2009-10 2010-11

(4)

2006-07 2007-08 2008-09 2009-10 2010-11

0.00

20.00

40.00

60.00

80.00

100.00

120.00

140.00

DIRECTORS REPORT

ToThe Members,Divya Jyoti Industries Limited

The Directors have pleasure in presenting before the Shareholders the 19th Annual Report on the working of the Company together with Audited Accounts of the Company for the year ended 31st March, 2011.

The Financial results of the Company for the year under review are summarized as under:FINANCIAL PERFORMANCE

DIVIDEND

PUBLIC DEPOSITS

BUSINESS PERFORMANCE

FORWARD INTEGRATION PROJECT

PARTICULARS OF EMPLOYEES

The Company intends to retain internal accruals for funding growth to generate a good return for shareholders for today and for tomorrow. Thus the Board of directors do not propose dividend for the year ended 2010-11.

The Company has not invited/ accepted public deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under, during the year under review.

The Business has performed well, with the productivity gains, growth in volumes and sustained margins notwithstanding rise in input costs. Your company’s business continues to be successful despite of several economic constraints. As the Company has successfully started Refinery Project this year and is producing high quality Edible Soya Refined Oil which is very well accepted in the market, resulted into substantial increase in profits of the company during the year.

The company has successfully implemented 100 TPD Edible Oil Refinery this year. Now your Company has decided to start its packing division and launch its own branded Soya Refined Oil. The Company has also taken certificate of Halal Committee to expand its business activities to South East Asian Countries.

There was no employee in the Company who was employed throughout the financial year or for part of the financial year was in receipt of remuneration whose particulars if so employed, are required to be included in the report of Directors in accordance with the provisions of Sections 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Sales & Other IncomeEarnings Before Interest, Depreciation & Tax

Less: Interest & Financial ChargesProfit Before DepreciationLess: DepreciationProfit Before TaxLess: Provision for Current TaxLess: Provision for Deferred TaxProfit After TaxLess: Prior Period Expenses

Add: Profit Brought ForwardProfit Available for Appropriation

25,516.50621.

371.81249.99121.47128.52

2.6055.5570.37

4.4765.90

432.57498.47

15,845.04386.73

216.64170.09

86.0784.0220.57

1.2862.17

2.8559.32

373.25432.57

31.03.201031.03.2011

Rupees (`) in Lacs

Particulars

(5)

DIRECTORS

DIRECTORS’ RESPONSIBILITY STATEMENT

AUDITORS AND THEIR REPORT

CORPORATE GOVERNANCE

MANAGEMENT DISCUSSION AND ANALYSIS

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with provisions of the Companies Act, 1956 and Article of Association of the Company, Shri Sudarshan Shastri, Director of the company, retires by rotation and being eligible offer himself for re-appointment.

Pursuant to Section 217 (2AA) of the companies Act, 1956 the Directors confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

2. They have, in the selection of the accounting policies, consulted the statutory auditors and have 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 at end of the financial year and of the profit of the company for that period.

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

4. The annual accounts have been prepared on a going concern basis.

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments.

M/s Dafria & Co., Chartered Accountants, Statutory Auditors of the company, retire at the conclusion of ensuring Annual General Meeting of the company. They have offered themselves for re-appointment as Statutory Auditors and have confirmed that their appointment, if made would be within the prescribed limits under section 224(1B) of the companies Act, 1956.

The company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditor’s Certificate dated 12th August 2011 in accordance with the clause 49 of the Listing Agreement and report on Corporate Governance is annexed to and forming part of the Director’s Report.

A Management discussion and Analysis as required under the Clause 49 of the Listing Agreement is annexed and forming part of the Directors Report.

Information as per sections 217 (1) (e) read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 are given hereunder:

(A) Power and Fuel Consumption:

(B) Electricity:

(a) Purchased units

(b) Total Amount (in ̀ )

(c) Rate / unit (`)

(C) Own generations (Through D.G. Set)

(D) Coal

(E) Diesel

FORM - ACONSERVATION OF ENERGY

4895568.00 KWH

23988014.00

4.90

109530.000 KWH

10026.823 MT

21906.000 LTR

(6)

1. Earnings: -

The Company has directly exported 1184.590 M.T. Soya DOC for $ 4,02,750.00 amounting 1,79,71,937.50 during the year.

2. Out Go: - Value of CIF Imports

Expenditure in Foreign Currency 1,40,025/-

ENVIRONMENT PROTECTION:

The Company has implemented for disposal of effluents an E.T. P. system at its Solvent Extraction Plant.

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and government authorities. Your Director also thanks the employees at all levels, who through their dedication, co-operation and support given by them to the company and their confidence reposed in its management.

`

` 71,07,000/-

`

ACKNOWLEDGEMENT

FORM – CFOREIGN EXCHANGE EARNINGS AND OUTGO



CORPORATE GOVERNANCE REPORT

The Directors present the Company’s Report on Corporate Governance.

The company adheres to good corporate governance practices and is constantly striving to better them and adopt emerging best practices. The Board of Directors shall always endeavour to create an environment of fairness, equity and transparency in transactions with the underlying objective of securing long term shareholders value creation and enhancement while at the same time, respecting the rights of all stockholders viz. Bank, Employees, Central and State Governments and the society at large. The Company is in compliance with requirements of the guidelines on corporate government stipulated under clause 49 of the Listing Agreement with the Stock Exchanges.

THE COMPANY’S GOVERNANCE PHILOSOPHY

(7)

1. The Company is not carrying any R&D in special area but is continuously engaged in improvement of Plant and Machinery to conserve energy for better working results.

2. Benefits derived as a result of the above R&D: N.A.

3. Future Plan of Action : At the moment , the company has no special areas to carry R&D

4. Expenditure on R&D.: N.A.

Technology Absorption, Adaption and Innovation:

1. The technology is innovated on the basis of experience gained in the working of the plant.

2. However, it is not possible to evaluate the exact cost reduction and production improvement.

3. We do not have any improved technology and hence, the details required to be given for imported technology is not applicable.

FORM - BRESEARCH & DEVELOPMENT

c) REMUNERATION

S.No. Name of Director Description of Transaction Amount (in

01 Girdhari R. Nyati Remuneration 5,70,000/-

02 Gopal Nyati Remuneration 5,55,000/-

`)

AUDIT COMMITTEE

MEETINGS HELD:

The Audit Committee is constituted in accordance with the provision of clause 49(II) (A) of Listing Agreement and the Companies Act, 1956. All the members of the Audit Committee are financially literate in which Mr. Gopal Nyati is the finance professional and Mr. Sudarshan Shastri possess knowledge and expertise in Company Law.

During the Financial Year 2010-11 4(Four) Audit Committee Meetings were held on the following dates:

April 30, 2010, October 30, 2010

July 31, 2010, January 31, 2011

(8)

b) MEETINGS AND ATTENDANCE

During the financial year ended 31st March, 2011 five Board meetings were held on the following dates and the maximum time gap between two meetings did not exceed four months.

April 30, 2010 , July 12, 2010, July 31, 2010

October 30, 2010, January 31, 2011

The particulars of the Directors’ attendance at the Board Meeting and the last Annual General Meeting are given

below:

Name of the Director No. of Board Meeting during the Attended last AGM held on

F.Y. 2010-2011 20th September 2010

Held Attended

Shri Rangnath Nyati 5 5 YES

Shri Girdhari R. Nyati 5 5 YES

Shri Gopal Nyati 5 5 YES

Shri Shriniwas Soni 5 5 YES

Shri Sudarshan Shastri 5 5 YES

No. Of outside Directorship(s) held

Director Executive/Non- Public Pvt. Section 25

Executive/Independent Companies Companies Companies

Shri Rangnath Nyati Non Executive --Nil-- --Nil-- --Nil--

Shri Girdhari R. Nyati Executive --Nil-- 1 --Nil--

Shri Gopal Nyati Executive --Nil-- 1 --Nil--

Shri Shriniwas Soni Independent --Nil-- --Nil-- --Nil--

Shri Sudarshan Shastri Independent 2 3 --Nil--

BOARD OF DIRECTORSa) COMPOSITION OF THE BOARDThe Board of Directors of the Company consists of an optimum combination of Executive, Non Executive and Independent directors, to ensure the independent functioning of the Board expect to appoint one more independent director. The composition of the Board of Directors and the number of other board in which they are Directors are as follows.

DISCLOSURES

COMMUNICATIONS

A. Disclosure regarding materially significant related party transactions:

The Company has not entered into any transactions of material nature with the promoters or directors or their relatives or any Companies or firms in which they are directly or indirectly interested, that may have any potential conflict with the interests of the Company.

B. Disclosure of non-compliance by the Company:

There was no instance of non- compliance on any matter related to the capital markets, during the last three years.

The Quarterly Results of the Company are announced with a month of the end of the respective quarter and furnish to the BSE where the Company’s Equity Shares are listed and are normally published in Chautha Sansaar & Free Press News papers. These also can be accessed on the Company’s website i.e. www.divyajyoti.net.

(9)

REMUNERATION COMMITTEE

SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE

The composition of Board and quantum of remuneration being paid to Whole Time Directors do not warrant formation of separate remuneration committee. The Board of Directors will carry out this function.

Name Of the Member

Mr. Rangnath Nyati

Mr. Girdhari R. Nyati

Mr. Sudarshan Shastri

Composition as on March 31,2011

Chairman

Member

Member

During the F.Y. 2010-11, the company has not received any complaints from Investors/ Shareholders. And all the pending complaints were attended as per applicable guidelines and regulations.

The last three Annual General Meetings were held as per details given below:

GENERAL MEETINGS

Year Date Time Venue No. of Special Resolutions

2007-2008

2008-2009

2009-2010

September 20,2008

August 29,2009

September 20,2010

11.00am

11.00am

11.00am

Registered Office

Registered Office

Registered Office

7

2

0

All the resolution, including special resolutions, was passed by the shareholders as set out in the respective notices. No resolution was put through postal ballot during the F.Y. 2010-11.

Name Of the Member

Mr. Shriniwas Soni Chairman 4

Mr. Gopal Nyati Member 4

Mr. Sudarshan Shastri Member 4

Composition as on March 31,2011 No. of Meetings Attended

COMPOSITION AND ATTENDANCE:

(10)

CODE OF CONDUCT

GENERAL SHAREHOLDER INFORMATION

STOCK MARKET PRICE DATA

The Board of Directors has adopted the Code of Ethics and Business Principles for the Directors and also for the Members of Senior Management. The said code has been communicated to all the directors and members of the senior management and they have affirmed their compliance with the code of conduct/ ethics as approved and adopted by the Board of Directors.

1 AGM DETAILSDate : Friday, September 16, 2011Venue : Plot No.M-19-39, Sector-III,Industrial Area, PithampurTime : 11.00 am

2 Financial Year : April 1, 2010 to March 31, 2011 3 Book Closure Date : September 14, 2011 to September 16, 20114 Listing on Stock Exchanges : Bombay Stock Exchange Limited5 Stock Code : 5262856 Demat ISIN : INE666B01018

REGISTRAR & SHARE TRANSFER AGENT

SHARE TRANSFER SYSTEM

Link Intime India Pvt. Limited

C-13, Pannalal Silk Mills Compound,

LBS Marg Bhandup(W), Mumbai - 400078

Phone No: - 25963838 Fax : 25946969

Transfer and dematerialization of shares are processed by Link Intime India Pvt. Limited, Mumbai and are approved by Shareholders/ Investors Grievance Committee. Average times taken for transfer of shares as well as dematerialization are three weeks.

Month High (in `) Low (in `) No. of Shares

* Source: www.bseindia.com

April 10May 10June 10July 10August 10September 10October 10November 10December 10January 11February 11March 11

16.5016.4015.5013.2713.1012.8014.1512.9013.0513.3012.9012.55

13.4013.1511.6511.6011.1311.3510.9111.2611.0311.1010.2011.16

1033334517781658261604978475762

1385058398875824153243578521586

DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2011

No. Of Equity Shares held No. Of Shareholders % Of Shareholders No. Of Shares held % Of Shareholding

Up to 50005001-1000010001-2000020001-3000030001-4000040001-5000050001-100000100001 & AboveTotal

10722526272

7234476088

11821

90.704.452.300.610.290.400.510.74

100.00

1674471440628418412187691121844224433443538

678898310300000

16.264.284.061.821.182.184.31

65.91100.00

DEMATERIALISATION

PLANT LOCATION

ADDRESS FOR INVESTORS GRIEVANCES

The shares of the Company are under compulsory demat segment and are listed on Bombay Stock Exchange, Mumbai and Madhya Pradesh Stock Exchange, Indore. The Company's shares are available for trading in the depository of both NSDL & CDSL.

M-19-39, Sector-III, Industrial Area,

Pithampur-454 775, Dist. Dhar (MP)

Company Secretary :

Ms. Neha Sharma

92/3, Sapna Sangeeta Main Road,

Near Tanishq Showroom,

Indore – 452 001 (M.P.) Phone No.: 4010900, 901

CATEGORIES OF SHAREHOLDING AS ON 31ST MARCH, 2011

S.No Category No. Of Shares % of Share Holding

Promoters, Directors & RelativesPublic/IndividualsBody CorporateMutual Funds & Nationalized BanksNRI’s & OCB’sClearing Members

TOTAL

30220976751254

4999440

993816767

10300000

29.3465.55

4.850

0.100.16

100%

123456

Mutual Funds &NationalizedBanks, 0.00%

Body Corporate4.85%

NRI’s & OCB’s, 0.10%

ClearingMembers, 0.16%

Promoters, Directors & Relatives

Public / Individual

Body Corporate

Mutual Funds & Nationalized Banks

NRI’s & OCB’s

Clearing Members

Promoters, Directors& Relatives,

29.34%



(11)

Public / Individual 65.55 %

To The Member ofDivya Jyoti Industries Limited

We have audited the attached Balance sheet of DIVYA JYOTI INDUSTRIES LIMITED INDORE as at 31st March, 2011 and also the Profit and Loss Account and the cash flow statement of the company for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit.

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

As required by the Companies (Auditors' 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. Further to our comments in the annexure referred to above. We report that:i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the

purposes of the audit;ii. 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;iii. The balance sheet, Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of

accounts:iv. In our opinion and according to the explanation given to us, the Profit and Loss Account and Balance Sheet comply with the

Accounting Standards referred to in sub-section (3C) section 211 of the Companies Act, 1956.v. On the basis of written representation received from the directors of the company as on 31st March, 2011 and taken on record by the

Board of Directors, we report that none of the director is disqualified from being appointed as a director of the company in terms of clause (g) of sub-section (1) of section 274 of the companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, The accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :

a. In the case of the Balance sheet of the state of affairs of the Company as at March 31, 2011;b. In the case of the Profit and Loss Account, of the Profit for the year ended on that date;c. In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

The members of Divya Jyoti Industries Limited.,

We have examined the compliance of Corporate Governance by Divya Jyoti Industries Limited, for the year ended 31st March,2011 as stipulated in clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management .Our examination was limited to 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 statement 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 mandatory requirements of Corporate Governance as stipulated in the Listing Agreement.

We state that no investor’s grievances are pending for a period exceeding one month against the company, as per the records maintained by the company.

We further state that such compliances are 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 DAFRIA & CO.Chartered Accountants FRN (001448C)

Rakesh DafriaPartnerMembership No: 81390



Auditor’s Certificate On Corporate Governance

AUDITOR'S REPORT

(12)

(13)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENT

INDUSTRY OUTLOOK

BUSINESS STRATEGY

RISK AND CONCERNS

FINANCIAL PERFORMANCE

CAUTIONARY STATEMENT

The Company is currently operating in one major business segment i.e. Solvent Extraction. The year 2010-11 was better for your Company as compared to last year in terms of business and profitability. This year your Company has successfully started its Refinery Project and now producing high quality Edible Soya Refined Oil.

The business of your Company is processing of Soyabean Seeds following high quality standard for making Soyabean Meal, Solvent Oil and Refined Oil for edible use. As India is one of the top producer of Soyabean and exporter of Soyabean meal. But due to the huge domestic market of vegetable oil, the country is heavily dependent upon import to fulfill its local demand. The major competitor for soybean oil in Indian market is palm oil which the country imports from Indonesia and Malaysia. For last few years, the soybean oil import has shown fluctuating trend whereas the palm oil import has almost doubled. Argentina, Brazil and United States are the major suppliers of soybean oil to Indian market.

As the Indian edible oil sector is a price sensitive market the demand outlook for edible oils to remain favorable, as giving positive macro indicators. Given the expected supply side constraints, import dependence would continue to be high and consequently domestic edible oil prices would remain linked and vulnerable to volatility in international edible oil price movements. Pricing and margin scenario are expected to be firm over the near term and capacity utilization levels for small/medium scale manufacturers are likely to see marginal improvement in the current financial year, given the better availability of domestic oilseeds.

To meet the challenges of growing industry size this year your Company started its Refinery Division and is producing high quality Edible Soya Refined Oil which is very well accepted in the market looking to such huge response. Now your Company has decided to go in packing plant division and launch its own branded oil. Your Company has become the preferred supplier of almost all leading buyers and through the year your Company’s Soyabean Meal is exported mainly to south east Asian countries. The Company has got an advance laboratory for quality analysis with the team of experts for maintaining quality and checking standard at every level. Your company has been also awarded the prestigious Halal Certification.

The major concern to this industry is price fluctuation. All major raw material as well as finished goods being agro based are subject to market price variation. Prices of these commodities continue to be linked to both local and international factor and which also have impact on the profitability of the Company. Your Company continues to place strong emphasis on risk management and has adopted various measures for hedging the price fluctuation in order to minimize its impact on profitability. As the coal is mainly used as a fuel in manufacturing operation, changes in price has direct impact on the total cost of the Company. Your Company has taken productive measure to control cost and to get higher margins. As your Company has totally depended on road transportation, the freight charges are continued to be area of concern for the Company. Yet your Company is also benefited due to cordial relationship with some of the transporters, as your Company gives them regular business through out the year.

The financial statements are prepared in compliance with the applicable law and Accounting Standards, Policies, Practices. Sales and other income recorded a growth of 61.04% to 255.17 crores as compared to 158.45 crores in 2009-10. Your Company achieved improved margins and recorded a growth of 52.98% in profit before tax to 128.52 lacs as against 84.01 lacs in preceding financial year.

Estimates and expectations stated in this Management Discussion Analysis describing the Company’s objectives, projections may be forward looking statements within the meaning of applicable securities laws and regulations. Actual result could differ from those express or implied. Important factor that could make a difference to the Company’s operations include economic conditions affecting demand- supply and price condition in the domestic and overseas markets in the Company operates, changes in Government Regulations, tax laws and other statues and other incidental factors.

` ` ` `




ANNEXURE REFERREDTO IN THE AUDITORS' REPORT ON THE ACCOUNTS OF

DIVYA JYOTI INDUSTRIES LIMITED FOR THE YEAR 2010-2011

S.No

12345678

Name of Dues

Commercial TaxCommercial TaxEntry TaxEntry Tax

Central Sales TaxCentral Sales TaxIncome Tax

Entry Tax

( In Lacs)

12.68 (NET)2.99 (NET)0.26 (NET)0.48 (NET)

150.4157.88

101.86 0.76

`

(NET)(NET)(NET)(NET)

Related Period

2004-052005-062005-062006-07

2003-042004-05

2007-08

2008-09

Forum where dispute is pending

Appellate Dy. Commissioner of Commercial TaxAppellate Dy. Commissioner of Commercial Tax

Writ Petition filed at Jabalpur High CourtWrit Petition filed at Jabalpur High Court

Writ Petition filed at Indore High CourtWrit Petition filed at Indore High CourtWrit Petition filed at Indore High Court

Appellate Dy. Commissioner of Commercial Tax Indore

1. (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.(b) All the fixed assets have been physically verified by the Management during the year, and there is regular system of verification which in our opinion is

reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.(c) During the year, the company has not disposed off any major part of the Plant & machinery, thereby not affecting the going concern.

2. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the

management are reasonable and adequate in relation to the size of the company and the nature of its business.In our opinion and according to the information and explanations given to us the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and book records were not material in relation to the size of the company, and have been dealt in the books of account.

3. As informed to us, the company has neither granted nor taken loans, Secured or Unsecured to/from parties listed in the register maintained under section 301 of the Companies Act.1956. Therefore, the requirement of class iii(b),(c),(d) of paragraph 4 of the order are not applicable.

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, with regard to the purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct any major weaknesses in internal controls.

5. In our opinion and according to information and explanations given to us, we are of the opinion that there were no such transactions that need to be entered into the register maintained U/S 301 of the Companies Act, 1956. Accordingly Clause (v) (b) of paragraph 4 of the order is not applicable.

6. In our opinion and according to information and explanations given to us, the company has not taken any deposits from the public within the meaning of the provision of section 58A and 58AA of the rules framed there under does not arise .

7. In our opinion, the company has an Internal Audit System commensurate with the size and nature of its business.8. In our opinion and according to information and explanations given to us, the company is not covered by the rules made by the Central Government for

the maintenance of cost record under section 209 (1) (d) of the Companies Act, 1956.9. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including, cess and other material statutory

dues applicable to it.(b) According to the records of the company the disputed dues in respect of sales tax and Income Tax are as under:

(c)

Income tax,

10. In our opinion, the company has no accumulated losses as at 31st March 2011 and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to information and explanations given to us, the company has not granted any loans and advances on the basis of the security by the way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a Nidhi / Mutual benefit fund / Society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

14. Since the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

15. According to information and explanations given to us, the company has not given any guarantees for loan taken by others from banks or financial institutions.

16. According to information and explanations given to us, the term loan has been applied for the purpose for which they were raised.17. According to the information and explanation given to us and on an overall examination of balance sheet of the company, we report that the no funds

raised on short-term basis have been used for long term investment.18. According to the information and explanations given to us, the company has re-issued forfeited equity shares to parties covered in the register

maintained U/S 301 of the companies act 1956 and the price at which such shares have been re-issued is not prejudicial to the interest of the company.19. According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.20. The company has not raised any money through public issue during the year.21. According to the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the

course of our audit.

(14)

(15)

AS AT 31 ST MARCH, 2011

As at31-03-2011 ( )`

As at31-03-2010 ( )`



DEFERRED TAX (NET) :-

53,997,951

21,871,989

(16)

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON 31 ST MARCH, 2011

(A) INCOME

(B) EXPENDITURE

Profit for the year Before Tax

Net Profit After Tax

Earning per share (` Per equity share of `10)

(Basic/Diluted)

Sales

Less : Excise Duty

Other Income

Increase /(Decrease) in Stock

TOTAL->

Cost of Material Consumed

Cost of Traded Goods

Manufacturing Expenses

Office & Administrative Expenses

Selling & Distribution Expenses

Other Expenses

Interest & Financial Charges

Depreciation

Provision for Taxation

Current Tax

Minimum Allternate Tax Credit Entitlement

Deferred Tax

Less :Income tax of earlier year (Net)

Profit brought forward of Previous Year

Balance carried to Balance Sheet

Accounting Policies & Notes on Accounts

TOTAL->

2,549,690,970

1,123,766

2,548,567,204

3,082,608

23,410,663

2,575,060,475

2,025,394,001

268,412,101

124,402,930

14,301,798

76,948,860

3,421,405

37,181,246

12,146,505

2,562,208,846

12,851,629

2,684,672

(2,424,630)

5,554,849

7,036,738

447,180

6,589,558

43,257,393

49,846,951

0.64

1,577,016,065

0

1,577,016,065

7,487,981

8,385,711

1,592,889,757

1,301,314,722

140,159,452

60,575,246

13,576,522

33,548,470

5,043,567

21,663,535

8,607,205

1,584,488,719

8,401,038

2,056,613

0

127,701

6,216,724

284,666

5,932,058

37,325,335

43,257,393

0.58

M

N

O

P

P

Q

R

S

T

U

E

V

As at31-03-2011 ( )`

As at31-03-2010 ( )`



(17)

CASH FLOW STATEMENT

A) CASH FLOW FROM OPERATING ACTIVITIES

B) CASH FLOW FROM INVESTING ACTIVITIES

C) CASH FLOW FROM FINANCING ACTIVITIES

Net Profit before tax but after extraordinary items

Add: Adjustments for Depreciation

Interest (Net)

Operating Profit before working capital changes

Adjustments for

Decrease/(Increase) in Current Assets

(Decrease)/Increase in Current Liabilities

Loss on sale of vehicle

(Decrease)/Increase in Net Current Assets

Cash flow before extraordinary items

Cash flow after extraordinary items

Net cash flow from operating activities

Purchase of Fixed Assets

Investment in Shares

Sale/ Disposal of Fixed Assets

(Increase)/Decrease to Capital Work in Progress

(Increase)/Decrease to Pre Operative Expenses Incurred

Net Cash used in Investing Activities

Loan Borrowed

Interest (Net)

Net Cash Inflow from Financing Activities

Net increase/(decrease) in cash & cash equivalents

Cash & Cash equivalents at the beginning of the year

Cash & Cash equivalents at the close of the year

12,404,449

12,146,505

33,585,717

58,136,671

(284,188,831)

45,029,738

1,835,009

(237,324,084)

(237,324,084)

(237,324,084)

(179,187,413)

(138,795,936)

(1,000)

84,233

650,885

980,095

(137,081,723)

353,117,676

(33,585,717)

319,531,959

3,262,823

2,982,537

6,245,360

8,116,372

8,607,205

20,568,209

37,291,786

(1,763,124)

(48,717,683)

220,107

(50,260,700)

(50,260,700)

(50,260,700)

(12,968,914)

(3,614,888)

0

154,100

(2,337,913)

(980,095)

(6,778,796)

37,868,368

(20,568,209)

17,300,159

(2,447,551)

5,430,088

2,982,537

FOR THE YEAR ENDED ON 31 ST MARCH, 2011

2010-2011( )`

2009-2010( )`



(18)

SCHEDULE FORMING PART OF THE BALANCE SHEET

SCHEDULE-A SHARE CAPITAL :-

SCHEDULE-B RESERVES AND SURPLUS

SCHEDULE-C SECURED LOANS

SCHEDULE-D UNSECURED LOANS

Authorised Share Capital -1,05,00,000 (1,05,00,000) Equity Shares of ` 10/- each.

Issued, Subscribed and Paidup Share Capital -1,03,00,000 (1,03,00,000) Equity Shares of ` 10/- each.

Reserve on forfeited sharesPremium on forfeited sharesPROFIT & LOSS ACCOUNTProfit as per accounts annexed

(A) Term Loan- from Saraswat Co- Operative Bank Ltd(Secured by Fixed Assets of the company)

- from Oriental Bank of Commerce(Secured by Fixed Assets of the company)

(B) Working Capital Loan from Consortium Banks:- Dena Bank- Saraswat Co-op Bank Ltd- Oriental Bank of Commerce(Secured against hypothecation of Stock,Book Debts,& other Current Assets of the Company)

(C ) Hire Purchase Finance- Saraswat Co-Op Bank Ltd.(Secured against hypothecation of vehicles)

(D ) Warehouse Receipt Finance- Saraswat Co-Op Bank Ltd.(Secured against Pledge of Stock of Soya Been Seed)

(E) LC Bills Discounted

Usecured Loan from Various Parties

105,000,000

103,000,000103,000,000

2,965,0001,186,000

49,846,95153,997,951

13,033,583

85,841,362

93,619,41575,292,83778,696,304

875,938

100,904,663

4,718,478452,982,579

73,560,66973,560,669

105,000,000

103,000,000103,000,000

2,965,0001,186,000

43,257,39347,408,393

16,798,891

0

49,702,33649,898,07948,959,866

66,400

0

0165,425,572

8,000,0008,000,000

A

B

C

D


As at31-03-2011 ( )`

As at31-03-2010 ( )`



(19)

(20)


SCHEDULE-F INVESTMENT

SCHEDULE-G INVENTORY

SCHEDULE-H SUNDRY DEBTORS

SCHEDULE-I CASH AND BANK BALANCE

SCHEDULE-J LOANS & ADVANCES(UNSECURED CONSIDERED GOOD )

Un-Quoted(Long Term)- Saraswat Co-op Bank Ltd1000 (1000) Equity Shares ` 10 each- Shree Co-op.Bank Ltd30 (30) Equity Shares of ` 10 each- National Board of Trade100 (0) Equity Shares of ` 10 each

(Valued and certified by the Management)Raw MaterialSoya SeedHexane, Coal, Stores and Spares & DieselGunny Bags & PP BagsStock In ProcessSoya Solvent OilFinished GoodsSoya Solvent OilSoya DOCSoya Refined OilAcid OilLecithinFatty Acid

(Unsecured considered good)Outstanding for a period Exceeding 6 monthsOther Debts

Cash-in-handBalances with Scheduled Banks in India(i) In Current Accounts(ii) Fixed Deposits & Margin money

Advances recoverable in cash or in kind for value to be received01) Advance to Suppliers02) Advance against Expenses03) Earned Incomes04) Tax Advances05) Loans & Advances to Staff06) Deposits07) MAT Credit Entillement

25,000

3,000

1,000

29,000

215,024,66915,068,209

2,854,228

6,209,317

6,422,8357,631,533

27,842,852893,573

1,873,32174,750

283,895,288

5,547,523202,025,364207,572,887

2,130,263

1,918,9662,196,1316,245,360

26,627,77616,044,842

1,239,1437,364,065

483,9673,463,3222,424,630

57,647,745

25,000

3,000

0

28,000

54,350,28010,586,387

2,811,575

0

12,585,98314,240,188

0000

94,574,413

5,485,442134,390,978139,876,420

1,754,985

266,052961,500

2,982,537

85,33414,087,836

6,165,8023,209,937

327,0604,175,657

028,051,626

F

G

H

I

J


As at31-03-2011 ( )`

As at31-03-2010 ( )`

(21)


SCHEDULE-K CURRENT LAIBILITIES & PROVISIONS

SCHEDULE-L MISCELLANEOUS EXPENDITURE(To the extent not written off or adjusted)

SCHEDULE-M SALES

SCHEDULE-N OTHER INCOME

SCHEDULE-O INCREASE/(DECREASE) IN STOCK

SCHEDULE-P(a) MATERIAL CONSUMED SOYABEAN SEEDS

SOYA SOLVENT OIL

(b) COST OF TRADED GOODS (SOYA DOC)

01. Trade Creditors02. Creditors for Expenses (Dues to SSI Unit ` 4,48,555 Previous Year ` 4,28,027)03. Tax Liabilities04. Customers Credit Balances05. Creditors for Capital Goods06. Provisions

Pre-operative Expenses

Soya Solvent OilSoya D.O.C.Soya Refined OilAcid OilLecithinFatty AcidAcidic Sludge

InterestCash DiscountD.E.P.BDuty DrawbackMiscellaneous ReceiptSundry Balance written offForeign Exchange Receipt

Closing StockFinished GoodsStock in Process

Less : Opening StockFinished GoodsStock in Process

Opening StockAdd : PurchasesLess : Closing Stock


TOTAL OF MATERIAL CONSUMED


58,234,55217,041,627

402,0331,270,9675,480,1094,815,495

87,244,783

00

567,949,5251,666,583,098

303,809,2311,599,1277,994,319

617,00014,904

2,548,567,204

251,399104,228

00

2,045,971532,345148,665

3,082,608

44,027,5176,209,317

50,236,834

26,826,1710

26,826,17123,410,663

54,350,2802,062,821,639

215,024,6691,902,147,250

0123,246,751

0123,246,751

2,025,394,001

0269,123,448

711,347268,412,101

17,314,76017,483,435

391,5961,464,965

02,875,617

39,530,373

980,095980,095

408,819,7711,168,196,294

00000

1,577,016,065

238,67237,978

1,937,8662,607,1871,819,627

424,838421,813

7,487,981

26,826,171

26,826,171

18,440,4600

18,440,4608,385,711

84,578,5001,271,086,502

54,350,2801,301,314,722

0000

1,301,314,722

0140,159,452

0140,159,452

K

L

M

N

O

P

P


As at31-03-2011 ( )`

As at31-03-2010 ( )`

(22)

SCHEDULE FORMING PART OF THE PROFIT & LOSS ACCOUNT

SCHEDULE-Q MANUFACTURING EXPENSES

SCHEDULE-R OFFICE & ADMINISTRATIVE EXPENSES

SCHEDULE-S SELLING & DISTRIBUTION EXPENSES

SECHEDULE-T OTHERS EXPENSES

SCHEDULE-U INTEREST & FINANCIAL CHARGES

Power and FuelElectrical ExpensesSalary & WagesRepairs and Maintenance (Plant & Others)Consumption of HaxeneFreight OthersInsurance chargesLaboratory ExpensesPacking ExpensesLease RentLicense Fees, Rates & TaxesBrokerage InwardProduction Incentive ExpensesRefinery Operating ExpensesWarehouse RentExcise Duty on Finished Goods

Audit FeesVehicle Running & ConveyancePrinting and StationeryPostage & Telephone ExpensesStaff Welfare & Business Promotion ExpensesOffice ExpensesRent ExpensesMiscellaneous ExpensesTravelling ExpensesDirectors' TravellingAdvertisement and PublicitySalaries, Bonus,Gratuity etc.News Paper & PeriodicalDirectors RemunerationInternet Expenses

Freight OutwardBrokerage OutwardTesting & Analysis FeesClearing & Forwarding Charges

Professional TaxLegal & Professional ChargesForeign Currency Fluctuation ChargesCharity & DonationListing FeesMembership FeesLoss on Sale of VehicleLoss on Sale of D.G.SetLoss on Sale of Discarded MachineryDiscount on Export License

Interest on Term LoanInterest on Cash Credit/ Export Packing CreditOther InterestBank ChargesInterest on Bank Loan

61,496,228757,941

10,475,0816,832,324

22,204,999369,975

1,224,049112,359

10,410,97160,108

4,870,835579,813325,200

3,507,838909,851265,358

124,402,930

53,605691,201358,705709,236839,634370,294744,000190,140718,730

70,599118,268

8,132,3747,698

1,125,000172,314

14,301,798

73,735,8141,878,1811,138,282

196,58376,948,860

2,500887,657

50,718258,700

73,090177,379424,950424,892985,167136,352

3,421,405

5,625,79620,638,776

3,900,6963,595,5293,420,449

37,181,246

29,952,248780,519

1,766,6567,168,1968,200,662

164,3421,040,650

62,2956,172,470

56,0334,242,807

564,842403,526

000

60,575,246

38,605660,413256,940766,454679,636362,737

1,586,37243,801

407,489103,617159,323

7,624,2968,197

792,00086,642

13,576,522

31,970,119688,282848,008

42,06133,548,470

2,5001,809,0992,661,216

69,95136,695

243,999220,107

000

5,043,567

2,489,68316,522,5111,556,0151,095,326

021,663,535

Q

R

S

T

U


As at31-03-2011 ( )`

As at31-03-2010 ( )`

SHEDULE V- SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

A. SIGNIFICANCE ACCOUNTING POLICIES:1. Accounting Convention

2. Fixed Assets

3. Depreciation

4. Inventories

5. Investment

6. Foreign Currency Transactions

7. Revenue Recognition

8. Employee Benefits

9. Taxation

a. Fixed assets are carried at cost of acquisition or construction less accumulated depreciation. The cost of fixed assets includes taxes, duties, freight and other incidental expenses related to the acquisition and installation of the respective assets.

b. Advances paid towards the acquisition of the fixed assets outstanding at Balance Sheet date are disclosed under capital work in progress.

a. Depreciation on fixed as sets is provided on “Straight Line Method”.

b. Depreciation is provided at the rates and in the manner specified in schedule XIV of the Companies Act 1956.

a. Inventories are valued on FIFO basis, as follows:Raw Material - At cost priceFinished Goods - At market priceStores & Spares - At cost pricePacking Material - At cost price

b. Inventories comprise of raw material, stores & spares, consumable and finished goods include Excise Duty.

Investments are carried at cost.

Foreign Currency Transactions are recorded using the exchange rates prevailing on the date of the respective transactions. Exchange difference arising on foreign currency transactions settled during the year is recognized in Profit and Loss Account.

Revenue from sale of goods is recognized at the point of dispatch of goods.

a. Contribution to provident fund is charged against revenue.b. Gratuity liabilities are accounted for on accrual basis.

Tax expenses are the aggregate of current tax and deferred tax charged or credited in statement of profit & loss for the period.

The financial statement has been prepared and presented under historical cost convention on the accrual basis of accounting in accordance with the accounting principal generally accepted in India (“GAAP”) and comply with the mandatory accounting standard (“AS”) issued by the Institute of Chartered Accountants of India to the content applicable and with the relevant provision of the Companies Act 1956.

a. Current Tax The current tax charge for Income Tax is calculated in accordance with the relevant tax regulations applicable to the company.

b. Deferred Tax The deferred tax charge on credit reflects the tax effect of timing differences between book profit and tax profit for the period. The deferred tax charge on credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted on substantively enacted by the Balance Sheet date.

c. Minimum Alternative Tax (MAT) In case the company is liable to pay income tax u/s 115JB of Income Tax Act, 1961 (i.e. MAT) the amount of tax paid in excess of normal income tax is recognized as on and (MAT Credit Entitlement) only if then is convincing evidence for realization of such and during the specified period MAT Credit Entitlement is reviewed at each Balance Sheet date

At every balance sheet, the company determines whether the provisions should be made for the impairment loss on fixed assets by considering the indications that the carrying amount of the assets exceeds the recoverable amount as per recognition and measurement principles laid down in AS-28 “Impairment of Assets”. No impairment of assets is identified during the review carried out in the current year.

Cash Flows are reported using the indirect method, whereby profit before tax in adjusted for the effects of transactions of a non-cash nature and any deferred or accruals of part or future cash receipts or payments. The cash flows from regular revenue generating, financing and investing activities of the company are segregated.

The earning considered in ascertaining the company’s Basic EPS is the attributable Net Profit or Loss to the equity shareholders as per AS-20 “Earnings Per Share”. The number of shares used in computing Basic EPS is the weighted average number of shares outstanding during the period.

The company creates a provision when there is a present obligation as a result of past events that probably requires an outflow of resources and reliable estimates can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is possible obligation or a present obligation that may, but probably will not, requires an outflow of resources.

Borrowing costs directly attributable to the acquisition construction of assets are apportioned to the cost of fixed assets up to the date on which the assets is put to use/ commissioned. Other borrowing costs are charged to the Profit & Loss Account.

10. Impairment of Assets

11. Cash Flows

12. Earning per share

13. Provisions & Contingent Liabilities

14. Borrowing Cost

(23)

6. CAPACITY

a. License Capacity:

Under the Liberalized industrial policy of the government the products are exempted from licensing provision.

b. Installed Capacity

Installed Capacity (As certified by the

Solvent Extraction 700 TPD 650 TPDRefinery

management, being Technical Matter) 2010-11 2009-10

100 TPD -

(24)

B. NOTES TO ACCOUNTS:

4. COMMITMENTS & CONTINGENT LIABILITIES:

1. In the opinion of the board, current assets, loans and advances are approximately at the value at which stated in the Balance Sheet, if realized in the ordinary course of business. The provisions for all liabilities are adequate.

2. Debit and Credit Balances of Parties are subject to confirmation.

3. Provision for income tax has been made as per the provisions of Income Tax Act, 1961.

Particulars As at 31st 2011 As at 31st March, 2010March,

(A) Bank Guarantee issued by Banks on behalf of the Company

(B) Disputed tax demand pending on appeal

(a) Central Sales Tax(2003-04)

(b) Central Sales Tax(2004-05)

(c) Commercial Tax(2004-05)

(d) Commercial Tax (2005-06)

(e) Entry Tax (2005-06)

(f) Entry Tax (2006-07)

(g) Entry Tax (2007-08)

(h) Income Tax Appeal (2008-09)

(C) Export Obligation Against EPGC License

27.66

57.88 Net

181.46 Net

12.68 Net

2.99 Net

0.26 Net

0.48 Net

150.41 Net

0.76 Net

300.21 Net

12.00

57.88 Net

181.46 Net

12.68 Net

2.99 Net

0.33 Net

0.99 Net

Nil

Nil

Nil

(` In Lacs)

5. BORROWING COST

Particulars 2010-2011 (in `) 2009-2010 (in `)

Borrowing cost capitalized during the year 44,29,346 -

(25)

(B) REFINERY:

2009-10Particulars Unit 2010-11

QTY Value (`) QTY Value (`)

Opening StockSoya Refined OilLecithinAcid OilFatty AcidProductionSoya Refined OilLecithinAcid OilFatty AcidTurnoverSoya Refined OilLecithinAcid OilFatty AcidAcidic SludgeClosing StockSoya Refined OilLecithinAcid OilFatty AcidStock in ProcessSoya Solvent OilRaw Material ConsumptionSoya Solvent Oil (Own Manufacturing)Soya Solvent Oil (Purchased)

MTMTMTMT

MTMTMTMT

MTMTMTMTMT

MTMTMTMT

MT

MTMT

----

5577.120219.981

75.26913.690

5091.630179.830

44.43512.340

6.210

485.49040.15124.624

1.350

116.062

3712.4252173.635

----

----

-----

----

-

--

----

----

30,38,09,23179,94,31915,99,127

6,17,00014,904

2,78,42,8521,87,3218,93,573

74,750

6,209,317

-12,32,46,751

----

----

-----

----

-

--

7. PARTICULARS OF RAW MATERIAL CONSUMPTION, PRODUCTION, SALE AND STOCK:

(A) SOLVENT:

2009-10Particulars Unit 2010-11

QTY Value (`) QTY Value (`)Opening StockSoya Solvent OilSoya DOCProductionSoya Solvent OilSoya DOCPurchasesSoya Solvent OilSoya DOCTurnoverSoya Solvent OilSoya DOCSoya DOC (Traded)Issue to RefinerySoya Solvent Oil (Own Manufacturing)Soya Solvent Oil (Purchased)Closing StockSoya Solvent OilSoya DOCSoya DOC (Traded)Raw Material ConsumptionSoyabean SeedsHexane

MTMT

MTMT

MTMT

MTMTMT

MTMT

MTMTMT

MTLtr.

310.765813.725

16708.94576444.675

2173.63516604.585

13071.17076878.17016565.500

3828.4872173.635

120.053380.230

39.085

91935.307519479.000

113.100630.510

10323.02546905.645

-6747.135

10125.36046469.870

6747.135

--

310.765813.725

-

57094.261276199.000

1,25,85,9831,42,40,188

--

12,32,46,75126,91,23,448

56,79,49,5251,39,81,70,997

26,84,12,101

-12,32,46,751

64,22,83569,20,186

711,347

1,90,21,47,2502,22,04,999

45,69,2401,38,71,220

--

--

106,83,24,496172,12,13,639

-

--

1,25,85,9831,42,41,188

-

1,30,12,14,72282,00,662

(26)

10. EXPENDITURE IN FOREIGN CURRENCY (ON ACCRUAL BASIS)

2009-10 (in `)Particulars 2010-11 (in `)

Travelling 1,40,025 -

11. EARNING IN FOREIGN CURRENCY

13. MANGERIAL REMUNERATION


Sales of Soya DOC (FOB) 1,79,71,938 13,03,28,576


Salary 11,25,000 7,92,000


Excise Duty on Opening StockExcise Duty on Closing StockIncrease in Excise Duty on Closing Stock recognized in Profit & Loss A/c

-2,65,3582,65,358

---

12. The Company has disclosed the turnover as net of total excise duty (excluding difference of excise duty on closing stock

and opening stock). The Excise duty related to the difference between the closing stock and opening stock is recognized

separately in Manufacturing Expenses in the Profit & Loss Account. The same is in accordance with the Accounting

Standard Interpretation 14 (Revised), “Disclosure of Revenue from Sales Transitions” issued by the Council of the

Institute of Chartered Accountants of India.

b. Consumption of General Stores & Coal

c. Value of Raw Material , General Stores Consumed

9. C I F VALUE OF IMPORTS


Capital Goods 71,07,000 -


Stores & SparesFuel (Coal)

37,49,8913,66,46,199

40,47,9751,67,21,018

8. PARTICULARS OF RAW MATERIAL CONSUMPTION:a. Consumption of Raw Material

ParticularsQTY Value (`) QTY Value (`)

Soyabean Seeds (in MT)Soya Solvent Oil (Own Manufacturing) (in MT)Soya Solvent Oil (Purchased) (in MT)Hexane (in Liters)

91935.3073712.4252173.635

519479.000

57094.261--

276199.000

1,90,21,47,250-

12,32,46,7512,22,04,999

1,30,12,14,722--

82,00,662


Raw Materiala. Indigenousb. Imported

Stores & Sparesa. Indigenousb. Imported

100%-

100%-

100%-

100%-

2,02,53,94,001Nil

37,49,891Nil

1,30,13,14,722Nil

40,47,975Nil

2010-11 2009-10

Particulars As at 31st March, 2011 As at 31st March, 2010

Net profit After Tax used as the Numerator (In )Basic/Weighted Average Number of Share used as the denominator

Nominal value of Equity Share (In )

Basic & Diluted earning per equity share (In )

`

``

65,89,5581,03,00,000

100.64

59,32,0581,03,00,000

100.58

Consequent to the issuance of Accounting Standard-22 “Accounting for Taxes on Income” by the ICAI, as required by the standards, which is mandatory in nature, the company has recognized the deferred tax, resulting from the timing difference for current year has been credited to Profit & Loss Account.

The Company is operating only in one segment, hence no segment wise disclosure as per accounting standard-17 is provided.

Basic earning per share is arrived at by dividing the Net Profit After Tax (PAT) by the total number of share issued and subscribed as at the end of the year as under

17. SEGMENT INFORMATION

18. EARNING PER SHARE (EPS)

19. The Company has calculated its Tax Liability after considering Minimum Alternative Tax (MAT). This has not resulted in an additional expense as MAT is to be set off against any future tax liability and according Mat credit entitlement has been shown under Loans & Advances in the Balance Sheet.

The information regarding Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis information available with the Company. This has been relied upon by the auditors.

21. Previous year figures have been regrouped and rearranged wherever necessary for comparative purposes. Amounts furnished in above notes are in INR and the same are rounded off to nearest rupee.

20. OUTSTANDING DUES TO MICRO AND SMALL ENTERPRISE

(27)

14. AUDITORS REMUNERATION


Statutory Audit Fees

Tax Audit Fees

Service Tax

30,000

5,000

3,605

30,000

5,000

3,605

15. RELATED PARTY DISCLOSURES

a. List of Related Party

I. Mr. Girdhari Nyati : Director

II. Mr. Gopal Nyati : Director

III. Mr. Anirudh Nyati : Chief Operating Officer

16. DEFERRED TAXATION

Particulars Volume of Transactions in 2010-11(in `) Volume of Transactions in 2009-10(in `)

RemunerationMr. Girdhari NyatiMr. Gopal NyatiMr. Anirudh Nyati

5,55,0005,70,0002,05,000

4,32,0003,60,000

Nil

Particulars As at 31st March, 2011(in `) As at 31st March, 2010 (in `)

Opening Deferred Tax Liability

Add: Deferred Tax Liability provided during the year

Closing Deferred Tax Liability

1,63,17,140

55,54,849

2,18,71,989

1,61,89,439

1,27,701

1,63,17,140

b. Related Party Transactions

(28)

1. Registration Details

2. Capital raised during the year

3. Position of mobilization and deployment of funds ( in ’000)

Registration No : 07090Balance Sheet Date : 31.03.2011State Code : 10

Public Issue : NilBonus Issue : NilRights Issue : NilPrivate Placement : Nil

`

4. Performance of the Company ( ` in ‘000)

5. Generic Name of three Principal Products of the Company

Total Liability : 70,54,13Total Assets : 70,54,13Sources of Funds :Paid up Capital : 10,30,00Secured Loans : 45,29,83Unsecured Loans : 7,35,61Reserve and Surplus : 5,39,98Deferred Tax : 2,18,71Application of Funds :Net Fixed Assets : 23,72,68Net Current Assets : 46,81,16Investments : 29Miscellaneous Expenditure : NIL

Turnover : 2,54,96,91Total Expenditure : 2,56,22,09Profit Before Tax : 1,28,52Profit After Tax : 65,90Earning per Share : 0.64Dividend : NIL

Product Description Item Code No.

Soya DOC 150790Soya Solvent Oil 15071000Soya Refined Oil 2110

ADDITIONAL INFORMATION REQUIRED IN PURSUANT TO PART ‘D’ OF THE SCHEDULE (VII) TO THE COMPANIES ACT, 1956



Plot No. M-19-39, Sector III, Industrial Area, Pithampur-454 775, Dist-Dhar (M.P)

Plot No. M-19-39, Sector III, Industrial Area, Pithampur-454 775, Dist-Dhar (M.P)

NOTE SLIP: Please fill this attendance slip and hand it over at the ENTRANCE OF THE MEETING HALL

Reg. Folio No.________________ No. of Shares Held____________________

D.P. ID No.___________________

Client ID No.__________________

_________________________________________Member's/Proxy's Name in Block Letters

_________________________________________Member's / Proxy's Signature

I Certify that I am a registered shareholder / Proxy for the registered shareholder of the Company I hereby record

my presence at the Nineteenth Annual General Meeting of the Company at Plot No. M-19-39, Sector III, Industrial

Area, Pithampur, Dist-Dhar (M.P.) on 16th September,2011 at 11.00 A.M.

I /We________________________________________________________________________________________of

________________________________________________________ being a member / members of the above company

hereby appoint__________________________________________________________________________________of

of failing him ____________________________________________________________________________________ of

___________________________________________________as my / our proxy to vote for me/us on my / our behalf at

the Nineteenth Annual General Meeting of the Company to be held on Friday 16th September 2011 and at any adjournment thereof.

Signed this_____________day of____________ _ 2011

Regd. Folio No.____________________________

D.P. ID No.________________________________

Client ID No.________________________________

No. of Shares Held__________________________

_

____

____

__

___

Note: This Proxy Form in order to be effective should be duly stamped, completed and signed and must be deposited at the Registered office of the Company, not less than 48 hours before the time fixed for holding the aforesaid meeting.

NINETEENTH ANNUAL GENERAL MEETING 16TH SEPTEMBER, 2011

ATTENDANCE SLIP

PROXY FORM

Affix1

RevenueStamp

`

Signature

Divya Jyoti Industries Limited - COMPANY INFORMATION ...Divya Jyoti Industries Limited The Directors have pleasure in presenting before the Shareholders the 19th Annual Report on the

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