To The Members of Sanwaria,
Your Directors have pleasure in presenting their report along with the accounts of the
Company for the year ended 31 March 2013.
FINANCIAL RESULTS (Rs in Lacs)
|Net Turnover & Other Income
|Profit before depreciation, Interest and Tax
|Depreciation & Amortization expenses
|Profit before Tax
|Provision for Tax
|Profit after Tax (Before Deferred Tax)
|Less/Add : Tax (Deferred)
|Profit After Deferred Tax
PERFORMANCE REVIEW- OPERATIONAL
Company is making out all effort to ensure that the products developed are in tune with
the needs of the consumers and initiated several steps to mark its presence in the premium
markets, reducing the marketing lag and improve of the Company`s product are some of the
current initiative that are expected to help the Company to be a cost effective to enable
its to meet the challenges of competitive markets in the future.
During the year Soya Seeds processed stood at 191362.04 MT. Your company
sustained to be one of leading player in the Edible Oil sector. The Capacity Utilization
of the solvent extraction plant has been constantly higher than Industry average.
Production of Refined oil stood at 22425.814 MT during the year under review.
As determine of cautiousness and with a view to conserve resources for funding the
business expansion plans of the Company, no dividend on the Equity Shares for the year
ended 31st March, 2013 was recommended.
Transfer to Reserves
The Board has recommended to transfer of Rs. 200 Lacs, being 10% (Approx) to the profit
earned during the year to the General reserve and an amount of Rs. 1854 lacs out of
Current year`s profit is retained in the profit & loss account.
The Authorised Capital of the Company is as it is of last year and also the paid
up Share capital of the Company is same for the year ended 31 March, 2013 in comparison of
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the management discussion and analysis report provided in separate
section elsewhere in this Annual report.
BRANDING, AWARD AND RECOGNITION
Your Company won many accolades;
Our Company is registered as ISO 14001:2004 for Environmental Management System
as certified by Care Certification Private Limited.
Our Company is also registered as ISO 22000:2005 for food Safety Management with
HACCP as certified by Care Certification Private Limited.
SAOL is also awarded with Certification of compliance for good Manufacturing Practice (GMP)
System as per the norms laid down by World Health Organization and certified by UK
Certification & Inspection Ltd.
Our company is also got the status of "Star Export House" granted by
Joint Director General of Foreign Trade, Bhopal in accordance with the provisions of the
foreign Trade policy, 2009-14.
Ranked at 345 by "ET TOP 500 Companies" out of 500 companies in 2011.
Your Company has been ranked at 263 under "INC India 500 Companies".
By the Star of the Industry Group and 5 Indira internation innovation summit the
Sanwaria honored with the "Best in class Opreational Excellence Award".
Ranked by "Plimsoll Global Analysis, United Kingdom" at 426 largest
Company in the Consumer Food Manufacturers industry amongst the top 500 Food Manufacturers
and also listed as a top performer at 363 most profitable food manufacturing company.
STEPPED DOWN AREA
Your Company continues to provide the superlative services in its product
portfolio-both in number and performance. The Company has launched:
BASMATI RICE, We are also focusing on new brand of Sanwaria i.e., Basmati Rice, the
plant is set up in Mandideep and the production is also started. We will be sure
that as other brand products, this will also ascend the company`s profitability and
SALT, Your Company has launched a new differentiated product in the year of 12-13
in addition to existing portfolio Additionally, the company is focused on these brand
WHOLE WHEAT CHAKKI FRESH ATTA under the brand "SANWARIA SETH" in a
consumer pack of 1, 2, 5 & 10 Kg. Currently it has been launched in M. P., CG. Going
forward it shall be launched in some other parts of central region and in North &
South (Andhra Pradesh, Tamil Nadu) region also. We are going for
fortification of this Chakki fresh Atta which is enriched with more protein and nutrient
that meet the WHO standards.
SOYA NUGGETS /CHUNKS "SANWARIA PRODIET", Leveraging new
capabilities to open up new growth vectors new products like "Prodiet" launched
which is currently being outsourced. Consumption opportunities were successfully tapped
and widened through Introduction of (Soya Nuggets /Chunks), In the upcoming year the Soya
Nuggets production plant is also on the radar.
"SANWARIA" brand, promoted during the year in addition to "NARMADA"
hold promise and hope for the Company business. Import of commodities like Soya Crude
Degummed Oil, Crude Palm Oil, Coal, RBD Palmolien and sunflower Oil etc. are already
placed to strengthen the business.
The Company is gaining momentum for Supply of "SULABH" RBD Palmolien
domestically with a view of growing demand in the upcoming years. Fortified Soya refined
Oil, Blended edible oil, Refined Bleached Deodorized Palm olien, High protein soya meal,
Full fated and Defatted Soya flour are the new avenues to capture market.
We are expanding our own marketing network into various regions. The core business and
will work with strategic partnerships or alliances in the various divisions to create more
value for the shareholders with a vision is emerging as an FMCG player and focusing to
promote its "SANWARIA" brand by entering into long-term marketing and
branding strategy in place and through this company will increase its branded sale to 40%
from 15% of current level.
On the other hand Future products are:-
SOYA MILK POWDER: Our Company is taking initiative to launch the new product Soya
Milk Powder. Your Company focused attention on building new capabilities and a robust
pipeline of innovation. This product is specially launching for the health care of the
Also the Commercial Production of new product i.e., Soya flour and soya chunk (Bari) is
expected to be produce in the month of new season i.e., October onwards during this year.
Some value added Soya based products Like Soya Flour, Soya Tofu and Potato based
Like Chips, Flakes, and Vanaspati, Vegetable oil refinery are in pipeline.
There has been no business activity during the year by Sanwaria Singapore Pte. Limited
(Singapore), a subsidiary of your Company. The Reports of directors and Statement of
Accounts of Indian Subsidiary Shrinathji Solvex Limited together with the Auditors report
thereon are attached.
Mr. Hans Kumar Verma, Mr. Shyam Babu Agrawal and Mr. Rajul Agrawal retire by rotation
in accordance with the provisions of the articles of Association of the company and being
eligible offers themselves for reappointment.
Mrs. Geeta Devi Agrawal is appointed as a Director cum Chairperson of the company
w.e.f. 14.05.2013 and Late Shri Ram Narayan Agrawal, Chairman of the Company was ceased
from the directorship of the company due to his demise on 10.04.2013
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies (Amendment) Act 2000, the Directors
In preparation of the Annual Accounts, the applicable Accounting Standards have been
followed and that there are no material departures. They have consulted the Statutory
Auditor in the selection of Accounting Policies. The Policies have been applied
consistently and the judgments and estimates made are reasonable and prudent so as to give
a true and fair view of the state of affairs of the company at the end of the financial
year ended March 31 , 2013 and the profit and loss for the year ended March 31 , 2013.
Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956 for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities. The
Annual Accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS / OUTGO
Details of energy conservation and Research and Development activities undertaken by
the Company along with information in accordance with the provisions of Section 217(e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, are given in Annexure to the Directors` Report.
Your Company has not accepted any deposits under section 58A of the Companies Act, 1956
and hence no amount of principal and interest was outstanding as on the date of this
FIANANCE & INSURANCE
The Company`s relationships with its consortium and other bankers continued to be
cordial during the year.
Company would like to thanks its Bankers for their support. The assets of the Company
are adequately insured against all types of risks. The "CARE" has retained this
assigned rating to Company "A2+" for short term debts and "BBB+"
for long term debt.
The Company is also in viewing to step into Overseas Listing and also plan for listing
in MCX (Stock Exchange). At present the shares of the Company are listed on Bombay Stock
Exchange of India limited and National Stock Exchange of India Limited,
PARTICULARS OF EMPLOYEES
The Company has not paid any remuneration attracting the provisions of the Companies
(Particulars of Employees) Rules, 1975 read with sub-section (2A) of Section 217 of the
Companies Act, 1956, hence statement containing particulars of employees falling under
aforesaid is not required to be appended to this Report.
AUDITORS AND AUDITORS` REPORT
M/s Sunil Saraf & Associates, Chartered Accountants, Indore, auditors of the
company retire at the ensuing Annual General meeting and have confirmed their eligibility
and willingness to accept office, if re-appointed.
The Board of Director recommends reappointment of Auditors of the Company for the
financial year 2013-2014 for shareholders approval.
In compliance of Circular No. F No.52/26/CAB-2010 dated 24th January, 2012 issued by
the Ministry of Corporate Affairs, Government of India, Cost Audit Branch, the Company has
appointed M/s. Yogesh Chourasia & Co., cost accountants as cost auditor to
conduct cost audit for the Financial year 2013-14.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is supporting the activities of Seth Shri Shri Narayan Agrawal Charitable
Trust which is providing healthcare services to the general public at large running one
The report of the Board of Directors of the Company on Corporate Governance is given as
a separate section titled Report on Corporate Governance, which forms part of the Annual
Report. The Auditors Report on Corporate Governance compliance is also annexed therewith
and compliance report signed by the Chairman of the Company in connection with compliance
with the Code of Conduct and also CEO/CFO certification in addition to Certificate from
Statutory Auditors of your Company regarding compliance of Conditions of Corporate
Governance as required by the amended clause 49 of the listing agreement.
As per the Clause 54 of the Listing Agreement, the Company has maintained a functional
website www.saolbhopal.com which has all the details i.e. details of its business,
financial information, shareholding pattern, compliance with corporate governance, code of
conduct, contact information of the designated officials of the company who are assisting
and handling investor grievances, detail of agreements entered into with the media
companies and /or their associates, etc.
We would like to express our deep sense of appreciation for the assistance and
co-operation received from our Bankers, Financial Institutions, Government Authorities,
Stakeholders, Investors, Clients, Distributors, Vendors and Other Business Associates
during the year under review.
We also take this opportunity to appreciate the contribution made by our Employees at
all levels for their dedicated service made towards the growth of the Company. Our
consistent growth was made possible by their hard work, solidarity, cooperation and
|Date: 30th, August, 2013
||For and on behalf of the Board
||Geeta Devi Agrawal
Information required under the Companies
(Disclosure of Particulars in the Report of Directors) Rules, 1988 and forming part of
director`s report for the year ended 31 March, 2013
A. CONSERVATION OF ENERGY:
The Company has taken the following measures towards the conservation of energy.
i) The Company has installed variable frequency drive. The Company has made efforts to
conserve and optimize the use of energy
ii) Monitoring the Conservation of energy.
iii) Maintained/controlled the mixing of Fuel & Air ratio resulting into
maximization of boiler efficiency.
iv) Online monitoring of Boiler Efficiency resulting into improvement of Efficiency by
v) Installation of higher efficiency DG sets for uninterrupted power supply.
vi) Power generation through Wind Turbine Generator.
vii) Utilization of UPS and high voltage control stabilizers.
b) The required date with regard to conservation of energy is furnished below:
Power and Fuel Consumption
||31st March, 2013
||31 st March, 2012
|a) Purchased Unit
|Rate/ Unit (KWH)
||Rs per unit
|b) Own Generation
|Rate/ Unit (KWH)
|COAL `C` & `D` Grade for Steam generation
|Average Cost per
Consumption per unit of production
||Cost per MT of Production
|Furnance Oil Litre
Benefits of above measures
i) Helping in global warming
ii) Reduction in consumption of electrical power.
iii) Reduction in Cost.
iv) Increase in production capacity.
v) Optimal load management.
vi) Reduction of Green House Gases through wind power generation.
Also Company has been able to achieve the least possible consumption of energy in
comparison to the industry average.
*Source: Observed from the cases of most of the plants in the area.
B. TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:
1. Specific areas in which Technology absorption and R&D carried out by the
1. Developing new products and product improvements.
2. Standardization of raw material, production methods and finished goods quality.
3. Up gradation of plants for the improvement in quality of oil.
4. Promotion of its Brands through Radio channels, Advertisement in T.V. channels,
Cineplex etc. to expand market share and to increase consumption of the products.
5. Reduction of emission of pollutants from Chimney by installing pollution control
6. Manufacturing of Jar for packaging of Soy Refined Oil and RBD Palm oil as captive
2. Benefits Derived as a result of above:
Product Improvement Cost Reduction Product development
Enhanced capacity utilization.
Significantly reduce the emission of pollutants into environment.
The quality of company`s products has improved and thereby enjoying significant
position in the industry.
3. Future plan of action:
The Company is taking step for R & D in the existing area and also new product,
mainly focus on the cost effectiveness, eco friendly product, and meet the requirement of
consumer. Efforts are being made to further improve the quality of products and their
FOREIGN EXCHANGE EARNINGS AND OUT GO:
The Company has continued to maintain focus and avail of export opportunities based on
economics considerations. Foreign Exchange earned and used: (In US $)
|Foreign exchange earned
||US$ 57.24 Million
||US$ 15.35 Million
|Foreign exchange used
||US$ 40.01 Million
||US$ 19.88 Million
|Net Foreign exchange earned
||US$ 17.23 Million
||US$ -4.53 Million
||For and on behalf of the Board
|Date: 30th, August, 2013
||Geeta Devi Agrawal