JVL AGRO INDUSTRIES LIMITED NOTICEBoard of Directors M/s Singh Dikshit & Company, Chartered Accountants, the retiring auditor of the company who have furnished the eligibility certificate

NOTICE

Notice is hereby given that the 26th Annual General Meeting of the members of JVL Agro Industries Limited will be held on Friday, September 25, 2015 at 3.00 P.M. at Hotel Radisson, The Mall, Cantonment, Varanasi (U.P.), India to transact the following business:

ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Balance Sheet

as on March 31, 2015 and Statement of Profit & Loss for the year ended on that date and the report of Directors’ and Auditor’s thereon.

2. To declare a Dividend on equity shares for the financial year ended on March 31, 2015.

3. To re-appoint Mr. Dina Nath Jhunjhunwala, Director (DIN 00189195) who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint Auditors and fix their remuneration and in this regard 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 Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules 2014, and pursuant to recommendation of Audit Committee of the Board of Directors M/s Singh Dikshit & Company, Chartered Accountants, the retiring auditor of the company who have furnished the eligibility certificate under section 141 of the Companies Act, 2013 be and is hereby re-appointed as Statutory Auditor of the Company from the conclusion of this Annual General Meeting of the Company until the conclusion of next Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors in consultation with Audit Committee, exclusive of travelling and other out of pocket expenses.”

SPECIAL BUSINESS:5. To approve the remuneration of the Cost Auditors for the

financial year ending March 31, 2016 and in this regard to consider and, if thought fit, to pass, with or without modification(s), following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Mr. Sudhir Saxena, Cost Accountant (S.K. Saxena & Co., C/o 11, Shanti Nagar, Nai Sarak, Gwalior, Madhya Pradesh) who was appointed as Cost Auditors by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2016, be paid the remuneration of H50,000/- plus out of pocket expenses incurred for traveling, lodging and other expenses in connection with conducting the cost audit as recommended by the audit committee be and is hereby ratified and confirmed.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts & take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

6. To adopt new Article of Association of the Company containing regulations in conformity with the Companies Act, 2013 and in this regard to consider and, if thought fit, to pass, with or without modification(s), following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 5 and 14, Schedule I made thereunder read with Companies (Incorporation) Rules, 2014 and all other applicable provisions of the Companies Act, 2013 (including any

JVL AGRO INDUSTRIES LIMITEDRegd. Off: Jhunjhunwala Bhawan,Nati Imli, Varanasi-221001 (U.P.)

Tele: +91-542-2595930-32; Fax: +91-542-2595941 e-mail: [email protected] ; website: www.jvlagro.com, www.jhoola.com

(CIN L15140UP1989PLC011396)

statutory modification(s) or re-enactment thereof, for the time being in force), the new set of Articles of Association pursuant to the Act based on the form of Table F under the Act as submitted to this meeting be and is hereby approved and adopted in substitution, and to the entire exclusion, of the articles contained in the existing Articles of Association of the Company.”

“RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board be and is hereby authorized to do such acts, deeds and things as it may, in its absolute discretion, deem necessary and expedient to settle all questions, difficulties or doubts arising at any stage in this regard without requiring the Board to secure any further

consent or approval from the members of the Company and intend that they shall be deemed to have given their approval expressly by the authority of this resolution.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Place: Varanasi By order of the Board of DirectorsDate: August 25, 2015 Sd/- Kartik Agrawal Company Secretary

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH A PROXY/PROXIES NEED NOT BE A MEMBER OF THE COMPANY.

A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. The instrument appointing a proxy should, however, be deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting.

2. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to special business to be transacted at the meeting annexed hereto.

3. In terms of Sections 107 & 108 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and read with clause 35B of the Listing Agreement, the Company is providing its members the facility to exercise their right to vote at the meeting by electronic means on any or all of the businesses specified in the accompanying Notice. Necessary arrangements have been made by the Company with CDSL to facilitate e-voting. E-voting is optional and members shall have the option to vote either through e-voting or in person at the General Meeting.

The procedure and instructions for voting through electronic

means are as follows:-

A. In case of Shareholders receiving e-mail from CDSL:

(i) The remote e-voting period begins on 22/09/2015 at 9:00 A.M. and ends on 24/09/2015 at 5:00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 18/09/2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com during the voting period.

(iii) Click on “Shareholders” tab.

(iv) Select the “JVL AGRO INDUSTRIES LIMITED” form the drop down menu and click on submit

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the EVSN selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform.

Note: It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this notice.

(xii) Click on the EVSN for the relevant JVL Agro Industries Limited on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm

your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the voting page.

(xviii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Note for Institutional Shareholders:

• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporate.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details they have to create a compliance user using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders), and

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the folio number/member ID in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the number of shares in the Dividend Bank details field.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an e-mail to [email protected].

(xx) GENREAL INSTRUCTIONS :

• Commencement of e-voting: From 9:00 A.M. on 22/09/2015

End of e-voting: Up to 5:00 P.M. on 24/09/2015

• During the e-voting period, Shareholders of the Company, holding shares as on the cut-off date (record date) 18/09/2015 either in physical form or in dematerialized form may cast their vote electronically. The E-voting module shall be disabled by CDSL for voting thereafter.

The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on (record date) of 18th September, 2015

(xxi) The Company has appointed Mr. Adesh Tandon, Practicing Company Secretary (Membership No. F2253 and Certificate of Practice No.1121), as ‘Scrutinizer’ to scrutinse the e-voting in a fair and transparent manner. The Scrutinizer shall, within a period of not exceeding three working days from the conclusion of the e-voting period, unblock the votes in the presence of at least two witnesses, not in employment of the Company and make Scrutinizer’s Report of the votes cast in favour of or against, if any, forthwith to the Chairman of the Company.

(xxii) Kartik Agrawal, Company Secretary e-mail: [email protected] has been designated for the purpose of registering complaints by investor, pursuant to clause 47(f) of the Listing Agreement.

(xxiii) The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in

electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

(xxiv) Facility for voting, either through electronic voting system or ballot or polling paper shall also be made available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting shall be able exercise their right at the meeting.

(xxv) The members who have cast their vote by remote e -voting may also attend the meeting but shall not be entitled to cast their vote again.

4. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

5. Members/Proxies should fill the attendance slip for attending the meeting. Members who hold shares in dematerialized form are requested to bring their client ID and DP ID numbers for easy identification for attendance at the meeting.

6. The company has notified closure of register of members and share transfer books of the company from 19th September 2015 to 25th September 2015 (both days inclusive).

7. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to inform the change of their registered address to our Registrar Transfer agent (RTA), M/s MCS Share Transfer Agent Ltd. at its office at F-65, 1st Floor, Okhla Indl. Area, Phase 1, New Delhi 110 020 by quoting their folio number.

8. Company’s equity shares are listed at Bombay Stock Exchange & National Stock Exchange.


EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”)

ITEM NO.5

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of Mr. Sudhir Saxena, Cost Accountant (S.K. Saxena & Co., C/o 11, Shanti Nagar, Nai Sarak, Gwalior, Madhya Pradesh) as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2016 at a remuneration of H50,000/- plus out of pocket expenses incurred for traveling, lodging and other expenses in connection with conducting the cost audit.

In accordance with the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No.5 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2016.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.5 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No.5 of the Notice for approval by the shareholders.

ITEM NO.6

The Articles of Association (“AoA”) of the Company is presently in force since its incorporation of the Company i.e. year 1989. The existing Articles of Association are in line with the erstwhile Companies Act 1956, which are thus no longer in full conformity with the Companies Act, 2013 (’New Act’). The New Act is now largely in force and substantive sections of the Act which deal

with the general working of companies stand notified. With the coming into force of the Act several articles of the existing Articles of Association of the Company require alteration / deletions. Given this position, it is considered expedient to wholly replace the existing Articles of Association by a new set of Articles. It is thus expedient to adopt new set of Articles of Association (primarily based on Table F set out under the Companies Act, 2013), in place of existing Articles of Association of the Company instead of amending the Articles of Association by alteration/incorporation of provisions of the Companies Act, 2013. Hence the Board of Directors at its meeting held on August 25, 2015 decided to adopt new set of Articles in place of existing Articles of Association of the Company and seek shareholders’ approval for the same. In terms of section 5 and 14 of the Companies Act, 2013, the consent of the members by way of special resolution is required for adoption of new set of Articles of Association of the Company. Your approval is sought by voting via e-Voting/polling in terms of the provisions of inter-alia, Section 14 of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014. A copy of the proposed set of new Articles of Association of the Company would be available for inspection for the members at the Registered Office of the Company during the office hours on any working day, except Saturdays, between 11.00 a.m. to 6.00 p.m. None of the Directors, Key Managerial Personnel of Company and their relatives are concerned or interested in the said resolution.


PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL (Joint shareholders may obtain additional slip at the venue of the meeting).

DP ID* ...................................................................................... Folio No............................................................................

Client ID* ................................................................................... No. Of Shares....................................................................

NAME AND ADDRESS OF THE SHAREHOLDER

I hereby record my presence at the 26th Annual general Meeting of the company held on 25th September 2015 at 3.00 P.M. at Hotel Radisson, The Mall, Cantonment, Varanasi (U.P.) India

..............................................................*Applicable for shareholders holding shares in electronic form Signature of shareholder/Proxy

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ATTENDANCE SLIP



(CIN L15140UP1989PLC011396)

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Proxy FormForm No. MGT-11

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

(CIN L15140UP1989PLC011396)Name of the company: JVL Agro Industries Limited

Registered office: Jhunjhunwala Bhawan, Nati Imli, Varanasi – 221001 (U.P.) India

Name of the member (s) :

Registered address :

E-mail Id:

Folio No/ *Client Id :

*DP ID :

I/We, being the member (s) of ................................................................... shares of the above named company, hereby appoint:

1. Name :Address : E-mail Id : Signature : .......................................................... , or failing him



as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 26th Annual General Meeting of the Company, to be held on the 25th day of September 2015 at 3.00 P.M. at Hotel Radisson, The Mall, Cantonment, Varanasi (U.P.) India and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

1. To consider and adopt audited financial statement, reports of the Board of Directors and Auditors. (Ordinary Resolution)

2. To declare a Dividend on equity shares for the financial year ended on March 31, 2015. (Ordinary Resolution)

3. To re-appoint Mr. Dina Nath Jhunjhunwala, Director who retires by rotation. (Ordinary Resolution)

4. Re-appointment of Statutory Auditor of the Company. (Ordinary Resolution)

5. To approve the remuneration of Cost Auditor. (Ordinary Resolution)

6. To adopt new set of Articles of Association of the company. (Special Resolution)

Signed this ..................... day of .................20.............

Signature of shareholder

Signature of Proxy holder(s)

AffixRevenueStamp

Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. A Proxy need not be a member of the Company.

3. A person can not act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10 % of the share capital of the Company carrying voting rights. A member holding more than 10 % of the share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

4. This is only optional. Please put a “X” in the appropriate column against the resolution indicated in the box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

5. Appointing a proxy does not prevent a member from attending the meeting in person if he wishes.

6. In the case of joint-holders, the signature of any one holder will be sufficient, but names of all the joint-holders should be stated.

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POLLING PAPER

ASSENT / DISSENT FORM FOR VOTING ON AGM RESOLUTIONS1. Name(s) & Registered Address : of the sole / first named Member2. Name(s) of the : Joint-Holder(s), if any3. i) Registered Folio No. : ii) *DP ID No. & Client ID No. [*Applicable to Members holding shares in dematerialized form]4. Number of Share(s) held:5. I / We hereby exercise my / our vote in respect of the following resolutions to be passed for the business stated in the Notice of the

26th Annual General Meeting dated September 25, 2015, by conveying my / our assent or dissent to the resolutions by placing tick (√) mark in the appropriate box below:

S. No.

RESOLUTION No. of Shares

I / We assent to (FOR)

I / We dissent to (FOR)

Ordinary Business

1. Adoption of Financial Statements for the financial year ended March 31, 2015 and Reports of Board of Directors and Auditors thereon.

2. Declaration of dividend on equity shares for the financial year ended 31st March, 2015

3. Appointment of a director in place of Mr. D.N. Jhunjhunwala, who retires by rotation and being eligible, offers himself for re- appointment

4. Appointment of M/s Singh Dikshit & Co., Chartered Accountants, Varanasi as Statutory Auditors of the Company and to fix their remuneration.Special Business

5. To approve the remuneration of the Cost Auditors for the financial year ending March 31, 2016

6. To adopt new set of Articles of Association of the Company in line with the Companies Act, 2013

Place: ..................................................Date: Signature of the Member or Authorized RepresentativeNotes: (i) If you opt to cast your vote by e-voting, there is no need to fill up and sign this form.

(ii) Last date for receipt of Assent/Dissent Form by the Scrutinizer: September 23rd, 2015 (6.00 pm).

(iii) Please read the instructions printed overleaf carefully before exercising your vote.



(CIN L15140UP1989PLC011396)

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Dear Shareholder,

RE: Green Initiative in Corporate Governance: Go Paperless

The Ministry of Corporate Affairs (‘Ministry’) has taken a “Green Initiative in Corporate Governance” by allowing paperless compliances by companies through electronic mode. In accordance with the recent circulars bearing no. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011 issued by the Ministry, companies can now send various notices /documents (including notice calling Annual General Meeting, Audited Financial Statements, Directors’ Report, Auditors’ Report etc) to their shareholders through electronic mode, to the registered e-mail addresses of the shareholders.

It is a welcome move for the society at large, as this will reduce paper consumption to a great extent and allow public at large to contribute towards a greener environment.

This is also a golden opportunity for every shareholder of JVL AGRO INDUSTRIES LIMITED (the Company) to contribute to the Corporate Social Responsibility initiative of the Company. Please note that the Company will send future communications including Annual Reports etc. in electronic mode to your e-mail ID.

We therefore invite you to contribute to the cause, by requesting you that:

1. If your shares are in electronic mode, kindly update your e-mail Id with your Depository Participant, and

2. If your shares are in physical mode, kindly register your e-mail-Id with our RTA MCS Share Transfer Agent Limited by sending a letter at following address:

MCS SHARE TRANSFER AGENT LIMITED OR JVL AGRO INDUSTRIES LIMITEDF-65, Ist Floor, Jhunjhunwala BhawanOkhla Industrial Area, Phase-I, Nati ImliNew Delhi- 110020 Varanasi – 221001, U.P.

Kindly note that if you still wish to get a hard copy/physical copy of all the communications, the Company undertakes to provide the same at no extra cost to you. In case you desire to receive the above mentioned documents in physical form, you are requested to send an e-mail to [email protected] or send a letter at the above mentioned address.

The form for registering your e-mail Id is enclosed (Only for Physical shareholders).

Thanking You.For JVL Agro Industries Limited

Sd/-(Kartik Agrawal)Company Secretary



(CIN L15140UP1989PLC011396)

E-COMMUNICATION REGISTERATION FORM(Unit: JVL AGRO INDUSTRIES LTD.)

To.........................................................................................................................................................................................

Dear Sir/Madam,

RE: Green Initiative in Corporate Governance

I agree to receive all communication from the Company in electronic mode. Please register my e-mail id in your records for sending communication through e-mail.Folio No. / DP ID & Client ID : ............................................................................................................................................

Name of 1st Registered Holder : ............................................................................................................................................

Name of Joint Holder(s) : ............................................................................................................................................

.............................................................................................................................................

Registered Address : ............................................................................................................................................

.............................................................................................................................................

.............................................................................................................................................

E-mail ID : ............................................................................................................................................

Date: .....................................Signature of the first holder ..................................................

Important Notes:

1) On registration, all the communications will be sent to the e-mail ID registered in the folio/DP ID & Client ID.

2) The form is also available on the website of the company www.jvlagro.com.

3) Shareholders are requested to keep company informed as and when there is any change in the e-mail address. Unless the e-mail Id given hereunder is changed by you by sending another communication in writing, the company will continue to send the notices/documents to you on the above mentioned e-mail ID.

4) If shares held in electronic mode, kindly register your e-mail id with your DP and

5) You can also e-mail us on [email protected].

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JVL Agro Industries LimitedRegistered Office

Jhunjhunwala Bhawan, Nati ImliVaranasi 221001 (U.P.), India

P: +91-542-2595930/31/32, F: +91-542-2595941E: [email protected], W: www.jvlagro.com

CIN: L15140UP1989PLC011396

saal ek shuruaat anek!

JVL AGRO INDUSTRIES LIMITED

ANNUAL REPORT

142015

Corporate identity04

Our business model22

Being socially responsible35

Corporate governance report61

Financial highlights06

Better than the others26

Corporate information36

Financial section75

Our journey over the years08

Management discussion and analysis27

Director’s profile37

Managing director’s review12

Risk management33

Directors’ report38

Forward-Looking StatementIn this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements, written or oral, that we periodically make, contain forward-looking statements that set out anticipated results based on management’s plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion relating to future performance of the Company

We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Saal ek.In 2014-15, JVL Agro Industries Limited reported profitable growth. Our revenues increased by 1.23% inspite of fall in oil prices in the international markets while profit after tax strengthened by 2.24%.

However, the big message that we wish to send out to our stakeholders is that the real performance of the year under review lies in the initiative taken by the Company, the true outcome of which will manifest in the years to come.

Shuruaat

JVL’s real achievement of 2014-15 revolved around various back-end initiatives, the true impact of which will only manifest in the years to come.

Through a widened portfolio. Through an enhanced capacity. Through a foray into newer regions. Through backward integration.

With the objective to emerge as a sustainably profitable company by addressing the growing appetite of a resurgent India.

anek!

15.53(in kilogram) quantum of vegetable oil consumed per capita in India

23.73(in kilogram) global average quantum of vegetable oil consumed per capita

The projected increase in vegetable oil demand in India if per capita consumption increases by 1 kg is 1.27 MT leading to a growth of 8-9% assuming population to remain stagnate.

1.27(in billion) the consumer base in India, the second largest in the world

JVL Agro Industries Limited’s story is not merely one that is unfolding within its manufacturing facilities.

It is unfolding across India.

Across kitchens. Dining tables. Retail stores.Markets. Mindsets.

With just one underlying message.

People saying...

It is around this simple health-based aspiration that we are transforming JVL Agro Industries Limited.

From being a processed oils company to a one-stop processed foods organisation.

From being a products-oriented company to a products-cum-infrastructure company.

From a single-country presence to a multi-country operation.

From addressing rural and suburban palates to becoming a preferred brand across economic classes.

From a regional presence to a pan-India footprint.

“We wish to eat safer and healthier.”

2 | JVL Agro Industries Limited Annual Report, 2014-15 | 3

JVL Agro Industries Limited.

The Company behind the brands available in the most densely populated states of India.

The Company behind the brands addressing 5% of the country’s processed oil basket.

The Company that is a market leader in key processed oil categories.

Who we areIncorporated in 1989 by Founder-Promoter, Mr. D. N. Jhunjhunwala, JVL Agro is one of the fastest growing edible oil processing companies in India (capacity of 3,000 TPD).

What we doAt JVL Agro, we are engaged in the manufacture of refined soyabean oil, refined palm oil, refined sunflower oil, refined cotton seed oil, vanaspati along with mustard oil and bakery shortening agents. The Company is also producing rice from its mill in Bihar with a production capacity of 60,000 TPA.

Where we areHeadquartered in Varanasi, the Company has manufacturing facilities located at various locations across India.

JVL Agro has a subsidiary company and an operational cum supply chain management office in Singapore.

The Company’s shares are listed and actively traded on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

Awards and accreditations• All JVL Agro plants and products comply with national food quality standards like FSSAI; all its plants are ISO 9001:2008-certified.

• The Company was recognised as the ‘Fastest Growing Vanaspati’ brand in 2006

• The Company was ‘Emerging Company of the Year’ 2007 by Globoil

• Mr. S.N. Jhunjhunwala, Managing Director, was conferred the ‘Globoil Man of the Year 2008’ award

• Mr. D.N. Jhunjhunwala, Chairman, was awarded the ‘Globoil India Legend 2011’ award

• The Company is in process of getting Kosher & Halal Quality Certification for making its products exportable to middle east countries.

MissionTo extend leadership from saturated fats to the entire vegetable oils segment in the first stage and to agro-based premium food products thereafter, from being present in a single region in India to acquiring a global manufacturing and marketing presence.

VisionTo delight the consumer through a complete portfolio of vegetable oils and other FMCG products through continuous research and development, leading to single-stop convenience.

Brand• Jhoola • Payal • Royal

Variants • Steamed • Par-boiled

• White rice

Rice

Brand• Jhoola • Shankar • Royal

Variants • Kachchi ghani

• Pakki ghani

Mustard oil

Brand• Jhoola • Payal • Royal

Variants• Olein • Soyabean • Cotton

seed • Palm • Sunflower

Refined oil

BrandJhoola

VariantsVanaspati Ghee

Vanaspati

BrandJhoola

Bakery shortening

Our products and brands

Products Product variant Brand name Manufacturing locations Capacity

Vanaspati Vanaspati Ghee, Bakery Shortening

Jhoola Naupur (Uttar Pradesh) and Dehri-on-sone (Bihar) 1,65,000 TPA

Refined Oil Olein, Soyabean, Cotton Seed, Palm and Sunflower

Jhoola, Payal and Royal

Naupur (Uttar Pradesh), Dehri-on-sone (Bihar), Alwar (Rajasthan) and Haldia (West Bengal)

6,00,000 TPA

Mustard Oil Kachchi ghani and Pakki ghani

Jhoola, Shankar and Royal

Alwar (Rajasthan) 1,20,000 TPA

Rice Steamed, Par Boiled and White Rice

Jhoola, Payal and Royal

Rohtas (Bihar) 60,000 TPA


How JVL performed in 2014-15

2014-15 versus 2013-14

FY 2015 revenue break-up (products) (in J crore)

Vanaspati

Refined oil

Mustard oil

10/11 11/12 12/13 13/14 14/15

12.9

2

12.0

3

11.6

4

11.3

6

10.7

1

Fixed asset:turnover ratio

10/11 11/12 12/13 13/14 14/15

0.55

0.55

0.49

0.44

0.45

Debt-equity ratio

10/11 11/12 12/13 13/14 14/15

203.

00 289

.80 38

1.38 45

5.86

500.

36

Gross block (H crore)

Our initiativesEdible oils• Commissioned a sunflower oil processing plant at the Haldia unit.

• Launched ‘Royal’, the premium mustard and soyabean oil brand.

• Proposed to set up an edible oil refinery in Pipavav

(Gujarat), inclusive of a cotton seed crushing facility

• Proposed to set up a manufacturing capacity in Assam for producing refined oil, crushing mustard seeds and manufacturing cosmetics and rice.

Processed foods• Launched the Royal brand of rice

Food infrastructure• Proposed to set up a Mega Food Park in Bihar, one of the first in Eastern India.

Cosmetics• Proposed unit to manufacture cosmetics in Assam.

273.83234.54

2,740.32

J62.632014-15

J61.26 2013-14

PAT (crore)

J4,403.882014-15

J4,350.472013-14

Revenues (crore)

J123.792014-15

J123.97 2013-14

EBIDTA (crore)

2.812014-15

2.852013-14

EBIDTA margins (%)

1.422014-15

1.41 2013-14

Net margins (%)

J78.872014-15

J80.012013-14

Cash profit (crore)


Our journey over the last 25 years

2008 2009 2010 2011 2015• Commenced production from the rice mill in Bihar.

• Clocked the highest profits in its history (H62.63 crore) despite slow growth in sales and sharp fall in oil prices in international markets.

• Commissioned a sunflower oil processing plant at its Haldia Unit and launched a branded sunflower oil in the market.

• Entered the premium segment with the launch of a new brand ‘Royal’ for refined and mustard oils.

2014• Garnered all-time high revenues of H4,405 crore.

• Extended into other processed food segments by establishing a rice mill in Bihar with a capacity of 60,000 TPA.

• Consolidated its growth by focusing on optimum utilisation of assets and curtailing interest costs.

• Laid the foundation for the next round of growth in other processed food segments.

2013• Achieved a topline of H3,500 crore.

• Set out to establish a rice mill and a cement unit in Rohtas, Bihar.

• Received an approval in principle from the Ministry of Food Processing in December 2013 for the Mega Food Park project promoted by the Company.

2012• Increased mustard seed crushing capacity to 400 MTPD, solvent extraction to 450 MTPD and storage capacity of mustard seed by 6,400 MT at the Alwar unit.

• Commenced production from the Company’s biggest unit, at Haldia.

• Introduced refined oil in Eastern India.

Listed on the National Stock Exchange of India Limited.

Commenced development of the Haldia unit with 1,200 TPD refining capacity, captive power plant and oleo chemical section.

• Commenced commercial production from the Bihar unit.

• Introduced products in Jammu and Kashmir, Himachal Pradesh and West Bengal.

• Commissioned an edible oil refinery/ saturated fats unit in Bihar.

• Commenced production from a new refinery in UP.

• Initiated de-oiled cake exports.

2007

• Emerged as the first UP based vanaspati manufacturer to commission a 3-MW power plant.

• Formed a wholly-owned Singapore-based subsidiary under JVL Overseas PTE Ltd.

• Introduced products in the North-Eastern states.

2006

• Acquired Rajasthan-based mustard oil seed crushing and refining plant.

• Invested in Adamjee Extraction, Sri Lanka, to import saturated fats under the Jhoola brand.

• Sold products in the states of UP, Bihar, Jharkhand, Madhya Pradesh, Uttaranchal and Chhattisgarh.

2005

Introduced a fractionation unit with a capacity of 200-TPD.

2000

Increased vanaspati production capacity to 200 TPD.

1999

• Operationalised a 60-TPD refined oil unit at Jaunpur.

• Forayed into crude soyabean and palmolein oil segments.

1995

Switched from legacy chemical method to modern mechanical method for vanaspati processing.

1993

Achieved a production of capacity of 100-TPD at the Varanasi facility.

1990

Commenced production with a manufacturing capacity of 25-TPD.


From one product manufacturer in 2005-06, the Company has now

become a multi-product manufacturer over the years.

Our cooking


Managing Director’s reviewA question and answer session with Mr. S. N Jhunjhunwala, the MD of the Company

increased the number of premium oil brands within our portfolio.

We introduced our own rice brand during the course of the year, leveraging the established brand of our vegetable oil products, the full impact of which will reflect in the financials in 2015-16. The result is that the non-edible oil proportion of our revenues increased by H4.43 crore during the second half of the financial year under review.

The big message that one needs to send out is that after decades of servicing India’s suburban and rural markets, we are moving towards premiumisation. The true impact of these moves will be manifested through enhanced margins and profits from 2015-16 onwards.

Q: What other big message you wish to send out to the shareholders? A: The other big message is that we continued to accelerate our evolution from a vegetable oils company into an FMCG organisation. Over the last decade, JVL Agro Industries Limited strengthened its intangibles – its sales channels, its brands, its sectoral knowledge and its vendor relationships. The time has come for the Company to leverage two of its biggest assets – its brand and its distribution network. The Jhoola brand enjoys top-of-the-mind recall across 40% of the Indian landmass. Our distribution network covers 19 states and nearly 60% of the country’s population. The Company recognised that these two building blocks would allow us to market more products with speed and cost-competiveness. This is precisely the direction that the Company is now headed in. The result is that we are rapidly growing the non-

vegetable oil component of our business over the foreseeable future through calculated forays into dairy, corn and wheat processing segments.

Q: Why are these initiatives relevant? A: There is a transition sweeping the country even as we speak. This transition is the result of a number of concurrent realities and developments – the rise of the electronic media, increased incomes, enhanced aspirations, a willingness to extend beyond traditional diets, an openness to use new cooking media beyond the traditional ones, a growing recognition of the fact that unbalanced diets can lead to lifestyle diseases and a growing desire to buy branded products. At JVL Agro Industries Limited, we could have selected to remain a vanaspati company. The reality is that vanaspati accounted for no more than 6.22% of our revenues during the financial year under review.

The other big message that we intend to send out is that we could have conveniently remained an edible oils company focused on one oil. Instead, we have evolved into a multi-product edible oils company. We are now engaged in premiumising our portfolio while at the bottom of our product pyramid are vanaspati and palm oil while at the apex are sunflower and soyabean oils, making it possible to address the needs of every consumer segment.

Most corporates would have been content with this transition but not JVL Agro Industries Limited. The Company embarked on its next evolutionary stage – from processed oils to processed foods. The proportion of foods in our revenue mix is only 0.10% today but over the

next five years, we expect to increase this to 20%, thereby strengthening our revenues growth, margins, profits and overall de-risking.

Q: In what other ways is the Company focused on capturing prevailing opportunities? A: Perhaps the biggest initiative at JVL Agro Industries Limited is centered round the Mega Food Park. It is our conviction that one of the most attractive sectors to invest in India is the food processing sector. India is the second largest producer of vegetable in the world. However, only 6% of the food grown in the country is processed today, significantly lower than some of the developed markets. The country’s food processing sector is intrinsic to national growth and development; it strengthens the case for the organised sector that leads to upstream (farmer) and downstream (consumer) benefits. It also enhances agricultural value-addition and standardisation and facilitates a transfer of wealth from the urban to the rural.

The Indian Government has done well to capitalise on this reality. Attractive fiscal incentives have been offered by the Central and State Governments including capital subsidies, tax rebates, depreciation benefits, as well as reduced customs and excise duties for processed food and relevant machinery. The Central Government has been incentivising the creation of a cutting-edge processing infrastructure which has, in turn, driven the growth of JVL

Agro Industries Limited over the last few years. The time has come for the Company to leverage the prevailing governmental support to ascend to the

next league – through the creation of a full-fledged Mega Food Park within a vegetable-rich pocket of the country. The proposed food park that JVL Agro Industries Limited intends to launch will represent a seamless ecosystem (farm to fork), comprising processing plants, downstream consumption industries, ancillary (banking among others) businesses, and effluent treatment infrastructure. It is our conviction that the creation of such an infrastructure will be catalytic for our business – it will provide us with the opportunity to locate a number of processing plants within the complex and will enable us to lease such facilities to other companies as well. We foresee that India will be littered with such hubs across the coming decades and our first-mover advantage in this niche will make it possible for us to extend this concept across various states before others.

Q: How is this project expected to unfold?A: We expect that this H125 crore project will be commissioned over the next three years. The project will not only generate attractive financial returns for JVL Agro Industries Limited but unleash a host of opportunities by making it possible to commission world-class food processing facilities within the organised realm at relatively lower costs.

Q: Were you pleased with the performance of the Company in 2014-15?A: The financial year 2014-15 was all about consolidation, wherein we focused on maximising asset utilisation, increasing our throughput, strengthening our operational efficiencies and attempting to grow our margins and profits. A number of shareholders will be surprised that despite such a proactive mindset, the Company reported relatively flat topline growth. The reality is that the industry was marked by a decline in average realisations for most edible oil manufacturers, which translated into muted topline growth of around 10% increase in tonnage.

Q. What were some of the positives of the Company’s working during the year under review?A: There were a number of positive developments during the year under review, the effects of which were not immediately visible in our working but will progressively manifest themselves in stronger financials in the years to come.

We were able to increase the sweating of our production capacities in 2014-15, which made it possible to generate higher operating efficiencies and amortise our fixed costs more effectively.

We enhanced the visibility of our sunflower and soyabean oil brands during the course of the year and

The reality is that vanaspati accounted for no more than 6.22% of our revenues during the financial year under review.


Q. What are some of the other initiatives undertaken by the Company to strengthen the business?A: One of the decisive initiatives undertaken by our Company during the last financial year was acquiring the approval related to setting up a vegetable oil refining capacity in Ethiopia. At JVL Agro Industries Limited, we are convinced that Africa is today where India was about 20 years ago – with

one difference. Africa will catch up with the future faster than India had taken. Companies that invest proactively in the continent will be able to understand consumer needs quicker, launch demand-centric products, and strengthen their foothold in a relatively under-branded market – basically shrinking the learning curve faster.

The approval for setting up a vegetable oil plant in Ethiopia last year was perhaps the only instance of such a license being awarded to an Indian food processing corporate. The land was allotted to a wholly-owned subsidiary. This decision will make it possible for us to achieve a number of things – de-risk the Company from an overdependence on a single country and enter new geographies just when their growth curve begin to swell. Thus making it possible for us to extend our full range of Indian products to Africa.

Q: How does the Company intend to widen its pan-Indian presence? A: During the year under review, JVL Agro Industries Limited acquired 12.5

acres of land at the Pipavav port in Gujarat to commission its next plant (7.5 acres adjacent to the port and 5 acres inside the port). We are optimistic that this will open up a completely new growth avenue. We will import raw oils, process this at the port and use existing linkages to transfer the oil to key consumption pockets within the hinterland. We shall also be crushing cotton seed at this plant.

Assuming that this plant will be operational over the next three years, we acquired an edible oil processing capacity in Gujarat on a job-work basis with the objective to seed the market and establish a sales and distribution network even before the plant becomes operational. This is a tried and tested strategy which ensures that at least 50% of our throughput is in place even before the plant commences commercial production.

Besides, we intend to commission an oil, chemical and rice processing facility in Guwahati, the permission for which we expect to get soon. This initiative will represent a forward integration, a conscious divergence from our present business model where we serve byproducts that are sold to prominent FMCG brands. Once we commission the plant, we will directly manufacture cosmetics. Even as this is uncharted territory for us, we are optimistic on account of the cost benefits available to us on the one hand and the governmental incentives in Assam on the other, expected to translate into an

attractively low breakeven point from day one. We are optimistic of introducing reasonably priced cosmetic products addressing the middle-class, thereby democratising the market.

Q: What is the outlook for the Company? A: At JVL Agro Industries Limited, we are targeting a 15-20% growth in throughput and a 3% increase in EBIDTA margin over the next two years provided all market conditions remain stable. One of the things that we would like our shareholders to note is that we have progressively de-risked the Company even as we have grown in size and stature. In the last two years, we have repaid H48.90 crore in terms loans, strengthening our debt-equity ratio from 0.49 to 0.45. Over the next two years, we expect that our working capital cycle will decline, reducing our interest outflow. We intend to enhance our profitability through a stronger product mix on the one hand and prudent use of government incentives on the other.

Q: Why do you think the valuation of JVL Agro Industries Limited has been low for years?A: This is something that has been a cause of concern. Despite the management having grown the Company’s financials while de-risking them, the Company’s discounting has under-performed the broad edible oil sector. We wish to communicate to shareholders that the JVL Agro management will continue to widen its portfolio and premiumise the product mix with the conviction that the volume-value interplay will enhance revenues, margins and profits, enhancing value in the hands of our shareholders.

In the last two years, we have repaid H48.90 crore in terms loans, strengthening our debt-equity ratio from 0.49 to 0.45.

JVL Agro Industries Limited. Making a case for reconsidering the valuation of the Company.

Net worth as on March 31, 2015: H557 crore

Cash balances as on March 31, 2015: H413 crore

Cumulative net profits in the last five years: H291 crore

Revenue increase over the last five years: H2,200 crore

Debt-equity ratio (long and short-term): 0.45

Capital expenditure incurred over the last five years: H243 crore

Years of uninterrupted dividend payouts: 10

Capacity expansion over the last four years: 4,05,000 TPA to 9,45,000 TPA Subsidy earned

over the last four years: H143 crore

Net fixed assets of as on March 31, 2015: H411 crore

Years of management experience in the edible oils industry: 30

Years of uninterrupted profitability: 10

Manufacturing locations across the country: 5

Our rich fundamentals


Saal ek. Shuruaat anek!

AT JVL AGRO, EVEN AS WE

GENERATED A SIZEABLE

H4,403.88 CRORE IN REVENUES

IN 2014-15, EVERY SINGLE

RUPEE WAS EARNED OUT OF

INDIA.

The JVL management believes that the time has

come to leverage our rich sectoral understanding and

extend beyond India. Africa appears to be an ideal

destination for its demographic similarities with India.

Right now, with a couple of country exceptions,

Africa’s population density is relatively low. The

continent’s overall population is expected to more

than quadruple over just 90 years, an astonishingly

rapid growth that will make Africa more important

than ever. And it is not just that there will four times

the workforce, four times the resource burden and

four times as many voters. The rapid growth itself will

likely transform political and social dynamics within

African countries and their relationship with the rest

of the world.

Subsequently, the Company embarked on

commissioning a vegetable oil refinery in Ethiopia

(Africa). As a means to this end, the Company

acquired a 12,500 acre plantation on lease during

the fiscal under review.

This plant (production capacity 500 TPD) will not

only increase the present capacity by 16.67% but

will also establish JVL’s identity as a first-mover

within India’s processed oils space to commission a

plant in Africa.

This proactive step will allow the Company to be at

the right time and the right place to capitalise on

emerging opportunities.

AT JVL, IT’S TIME FOR



WIDENING OUR INDIAN

OVER THE LAST COUPLE OF

DECADES, JVL AGRO GREW OUT

OF ITS VARANASI LOCATION

AND SPREAD ITSELF ACROSS

DIFFERENT LOCATIONS IN

INDIA, COVERING 40% OF

THE NATIONAL LANDMASS

AND 60% OF THE COUNTRY’S

POPULATION.

During the year under review, JVL Agro made a

significant extension in its presence.

The Company decided to commission a refinery near

Pipavav (Gujarat) port, its second port-based plant

(after Haldia).

The decision will make it possible for the Company to

import raw oils for onwards processing at the port and

market finished products across western and northern

India for the first time in its history.

The plant, expected to go on stream over the next

three years, expects to generate H1,500 crore of

annual revenues, once operationalised.



DIVERSIFY TO DRIVE

JVL AGRO BEGAN

AS A VANASPATI

MANUFACTURING

COMPANY THAT

PROGRESSIVELY

EVOLVED INTO

A ONE-STOP

EDIBLE OIL

ORGANISATION.

Thereafter, the Company evolved its personality to enter the processed foods and

ancillary infrastructure creation verticals.

In 2014-15, JVL Agro laid out plans to enter the niche cosmetics space with a

proposed manufacturing facility in Assam.

The business does not represent an unrelated diversification; it represents a

synergic extension for a number of pertinent reasons.

The major byproducts generated from the processing of edible oils are being

marketed by the Company to cosmetic majors for onward manufacture.

Going ahead, the Company intends to process these byproducts to churn out

reasonably priced cosmetics, democratising the market, capturing a large slice of

the value chain and de-risking its business.

The niche addressed by the Company represents a lucrative $ 30.03 billion

global opportunity by 2020; this strategic diversification will allow the Company

to make the most of it.


Our business model

JVL has one of the largest edible oil capacities at a single port-based location in India (Haldia, 1,200 TPD). The Company has grown its capacity more than 100-fold since inception from 25 TPD in 1990-91 to 3,000 TPD as of March 31, 2015, one of the largest in its space. It now plans to add another 500 TPD over the next couple of years.

Economies-of-scaleThe edible oil business is largely volume-driven with thin margins. This makes it imperative to cut costs. JVL Agro invested in building capacities, which helped leverage economies-of-scale and amortise a large proportion of its fixed costs.

The Company manufactures 1.8 million HDPE jars per annum and 4.2 millions tins per annum (along with handles and caps for containers). The Company is self-sufficient as far as power requirements are concerned.

Integrated approachJVL has channelised a cumulative H243 crore over the past five years towards operational integration. In 2007, the JVL invested in a 3-megawatt captive power plant at Varanasi. The entire packaging process is also taken care of in-house.

Jhoola is a market leader in Bihar and UP. The proportion of revenues earned from branded product sales constituted 77.97% of the total sales garnered during the 2014-15 fiscal.

BrandThe JVL Agro brand stands for ‘safety’ and ‘health’. Over the years, it has invested in conforming to the strictest quality and hygiene, parameters across its entire portfolio.

The Company strengthened its market preference by offering a wide range of SKUs – from 200 millilitres to 5 kilograms to 15 kilograms.

Product basket A key determinant of success in the FMCG business is sales velocity. JVL widened its product basket with the objective to address a range of customers – from mass to premium. From two products in 2005-06, the Company has emerged as a multi-product player.


The contribution of mass and semi-premium segment to the Company’s total revenue mix increased at a CAGR of 19.21% over the five years leading to 2014-15.

Value-for-money propositionThe target consumers of the Indian edible oil manufacturers are mostly price-conscious middle and lower middle-class consumers, who desire quality products at affordable prices. JVL Agro restructured its pricing strategy to address the needs of this growing segment.

JVL increased its network from 4,000 dealers in 2013-14 to 7,000 dealers in 2014-15. More than 50% of the dealers have been working with the Company for five years or more.

Deep-rooted distribution networkIn India’s competitive FMCG industry, product availability ensures success. JVL has, over the years, made prudent investments in creating a widespread distribution channel, covering more than 1 lac retail outlets across India.

The tangible results of

JVL’s business model

Our evolving personality

VanaspatiEdible oil processing

Processed food

Infrastructure (Mega Food

Park)

Cosmetics

Production volumes increased by 133.33% from 4,05,000 TPA in FY11 to 9,45,000 TPA in FY15

Premium oil output increased by 122.22% from 1,350 TPD in FY11 to 3,000 TPD in FY15

Total sales increased by 101.94% from H2,180.79 crore in FY11 to H4,403.88 crore in FY15

Dealer network increased from ~1,700 dealers in FY11 to ~7,000 dealers in FY15, an increase of 312%

The Company’s revenues increased from H2,180.79 crore in FY11 to H4,403.88 crore in FY15

The Company’s profit after tax increased from H50.02 crore in FY11 to H62.63 crore in FY15

The Company’s focus on enhancing internal efficiencies and achieving operational integration enabled it to generate incremental returns on capital employed from (1)% in 2010-11 to 11.93% in 2014-15


JVL Agro Industries Ltd. Gokul Refoils & Solvent Ltd.# Ruchi Soya Industries Ltd.# Vimal Oil & Foods Ltd.#

FY15(J crore)

FY15(J crore)

FY15(J crore)

FY15(J crore)

Total sales 4403.88 5,869.48 28,309.08 3,034.67

EBIDTA 123.79 155.56 690.96 96.68

PAT 62.63 12.43 60.93 18.05

Net block 411.32 353.10 2,480.70 32.83

Debt-equity ratio 0.45 1.58 1.68 1.32

Market cap (As on 31.3.2015)

245.97 347.54 1,249.54 174.38

Profit-equity ratio 3.93 20.55 14.02 9.70

Global economic overviewThe global economy is on the path of

regaining its lost momentum as many

high-income countries continue to deal

with the repercussions of the global

financial crisis. Resultantly, global

growth has picked up, albeit marginally

in 2014, to 2.6% from 2.5% in 2013

(Source: IMF). Several major forces

are driving the global outlook including

softer commodity prices, persistently low

interest rates and a reasonable uptick

in consumption. Most importantly, the

sharp decline in oil prices since mid-

2014 is expected to support global

activities and help offset some of the

headwinds to growth in oil-importing

economies including that of India.

Reduced crude prices pose a serious

challenge for oil-exporting countries.

Conflicts in Syria, inflow of refugees into

Turkey, terrorist attacks in Iraq, the civil

war in Yemen and uncertainty over the

nature and timing of the US-Iran nuke

deal have hampered growth prospects.

Anticipating continued depression in oil

prices, the UAE and Saudi Arabia have

revised their forecasted GDP growths.

Kenya and Nigeria are reeling under

geopolitical tension and the expected

GDP growth has also been similarly

revised. Turkey has projected a GDP

growth of 3.1%. The devaluation of the

Nigerian naira, Turkish lira, Kenyan

shilling and Moroccan dirham against

the US dollar during the second half of

2014-15 posed a threat to growth in

these markets.

In the coming years, IMF projects world

growth to pick up modestly to 3.5%

by end-2015; it is estimated to grow

to 3.7% by 2016. According to IMF

reports, while advanced economies

are expected to grow stronger at an

increased rate of 2.4% in 2015,

emerging markets are predicted to show

a weaker growth of 4.3%, reflecting

uncertainty in some of the large

emerging market and oil economies.

High-income countries are likely to

witness growth of 2.2% till 2017, up

from 1.8% in 2014, on the back of

gradually recovering labour markets,

ebbing fiscal consolidation and lowering

financing costs.

Indian economic reviewWith a new and stable government at

the helm after a considerable while, the

economy has bounced back to its growth

track after a couple years. The Indian

economy grew at 7.3% in 2014-15

on the back of an improvement in the

performance of both the services as well

as the manufacturing sectors.

Lower oil prices and widespread

monetary easing has pegged India to

grow by 8% in 2015-16 according to

forecasts by the OECD, compared to

China, which is estimated to grow at 7%

during the same time. With labour costs

spiking in China, India is now expected

to emerge as the fastest growing major

economy in 2015-16. Further, the per

capita income at current prices during

2014-15 rose by 9.2% to H87,748

as against H80,388 in the previous

fiscal (it was H64,316 in 2011-12

and H71,593 in 2012-13). Gross fixed

capital formation increased from 3% in

2013-14 to 4.1% in 2014-15. Average

retail inflation moderated to 6.3% in

2014-15 as against 8.9% in 2013-14.

Food inflation declined from 9.5% in

2013-14 to 4.8% in 2014-15. India’s

current account could be a surplus in

2015, after 32 consecutive quarters in

deficit, and the deficit for the upcoming

fiscal could halve to 0.6% of the GDP

from 1.1% during the current fiscal.

The GVA (gross value-addition), a new

Management discussion and analysis

Better than the others

• The Company maintained its EBIDTA margin at 2.81% and net profit margin of 1.42%, among the highest in its industry. This was derived from strong volume growth, low processing cost and product value-addition.

• The Company generated subsidies of H143 crore in the last four years from greenfield and brownfield expansions.

• The Company enjoys the lowest debt-equity ratio at 0.45 in comparison with industry peers as well as a cash balance of H413 crore as on March 31, 2015.

• JVL Agro has consistently reported profits and dividends over the last 10 years.

# All figures taken from BSE website


concept introduced by CSO to measure

the economic activity, rose by 7.2%

in 2014-15 compared to 6.6% in the

previous fiscal. The manufacturing sector

GVA rose by 7.1% during the year as

against 5.3% in 2013-14. Similarly, the

output of electricity, gas, water supply

and other utility services rose by 7.9%

as against 4.8% a year ago.

Indian edible oil industryIndia, with 21% of world’s area and

15% of world’s production, is the fourth

largest oilseed producing country in

the world, next to the US, China and

Brazil. Oilseeds in India account for the

second largest agricultural commodity

after cereals, accounting for 13% of the

country’s gross cropped area, nearly 5%

of the gross national product and 10% of

the overall value of agricultural products.

The industry comprises 15,000 oil

mills, 600 solvent extraction units,

600 vegetable oil refineries and 250

vanaspati manufacturing units spread

across the country. These are engaged

in crushing and processing of oilseeds,

oilcakes, rice, bran and vegetable oils.

The Indian edible oil industry is a highly

fragmented one and in terms of volumes,

palm oil, soya bean oil and mustard oil

are the three largest consumed edible

oils in India.

According to the SEA, the vegetable

oil availability from kharif oilseeds and

secondary sources is estimated at 54.60

lac tonnes compared to last year’s 57.95

lac tonnes i.e. down by 3.35 lac tonnes

for 2014-15. This indicates that local

prices have ceased to be a determinant

of domestic demand-supply dynamics

which has instead been dictated by cues

from global markets. A strong inflow of

cheap oil from overseas is keeping the

local scenario depressed. This equation

is unlikely to change in the near-term

and a setback in rabi oilseeds harvest

might not lead to a massive rise in the

prices. Domestic oilseeds production

is projected to drop by 9% in 2014-

15. Although global farm commodity

prices have eased significantly, any

plunge in pulses and oilseed planting

raises risks of imported inflation as the

country meets around half of its annual

requirement of cooking oils through

overseas purchases (Source: CACP).

The Indian edible oil industry, which has

grown at a CAGR of 13% from 2009-14

in terms of the revenue, is expected to

cross H2,080 billion by 2019 due to the

increasing number of edible oil brands

and rising consumption of edible oil in

the country.

Production: Despite having a normal

monsoon during the last financial year,

the total production of edible oils in India

is expected to be around 7.91 million

tonnes, around 2% lower than the

production achieved in 2013-14 (8.08

million tonnes), because of a sharp

decline in kharif (summer) oilseeds

output, especially of groundnut.

Production of nine oilseeds during

2014-15 is estimated at 2.98 crore

tonnes according to the second advance

estimates of the Government of India.

This shows a drop of around 9.7%

compared to 3.27 crore tonnes of

production during 2013-14, according

to final official estimates. These oilseeds

include groundnut, castor seed, sesame,

niger seed, rapeseed, linseed, safflower,

sunflower and soya bean.

Consumption: While the domestic

edible oil consumption has been

steadily growing over the past few years

to reach a per capita consumption of

approximately 16 kilograms per year

per person, it still remains far below

the estimated world average per capita

consumption of around 22 kilograms.

The demand drivers include consistent

GDP growth rate over a period of time,

demographic profile, urbanisation,

consumer tastes and preferences,

among others. However, the supply

growth has been lower primarily due

to a relative stagnation in the domestic

oilseed output, resulting in higher import

volumes.

Imports: In view of the demand-supply

gap, over 60% of the domestic edible

oil consumption is met by imports, with

palm and soya bean oil accounting for

over 85% of the imported volume. The

domestic soya crop production was

marginally lower – around 11 million

metric tonnes in India during the year

under review.

OutlookThe Indian edible oils market continues

to be underpenetrated and given the

positive macro and demographic

fundamentals, the prospects of medium-

to long-term growth seem bright. The

Indian per capita consumption for

edible oil is expected to grow from the

current consumption levels of ~16

kilograms to ~24 kilograms by 2020

with a conservative CAGR of around

6%. This growth is expected to translate

into an edible oil consumption market

of approximately 32 million tonnes by

2020.

Indian food processing industryIndia is the world’s second largest

producer of food next to China and the

Indian food processing industry is one

of the largest industries in India – it

is ranked fifth in terms of production,

consumption and exports. Accounting

for about 32% of the country’s total food

market, 14% of the manufacturing GDP,

13% of India’s exports and 6% of total

industrial investment, the Indian food

processing industry is poised for a huge

growth in years to come.

The Indian food processing industry is

divided into agro-products, milk and milk

products, and meat, poultry and marine

products. In agro-products, India is the

largest producer of several fruits, such

as banana, mango and papaya. It is also

the second largest producer of vegetables

such as brinjal, cabbage and onion,

and of rice, wheat, sugar and cotton.

In milk and milk products, India is the

largest producer, accounting for 20% of

global production. In terms of livestock,

the country has the largest livestock

population in the world.

The Indian food and grocery market

is the world’s sixth largest, with retail

accounting for 70% of the sales and is

projected to grow at the rate of 104%,

touching US$ 482 billion by 2020. This

industry contributes as much as 9-10%

of the agricultural and manufacturing

sector GDP.

The food processing industry in India

has the potential to contribute to the

country’s agricultural growth and

employment, alleviate rural poverty,

guarantee food and nutritional security

and contain food inflation. Currently,

India has 85,000 bakery units of which

75,000 operate in the unorganised

sector, garnering a 65% market share.

The per capita bakery consumption

stands at 1-2 kilograms per annum.

Growth drivers for the food processing industryGrowth of the Indian food processing

industry has been catalysed by changing

demographics, increasing population,

growing affordability and urbanisation,

resulting in a growing demand for value-

added food processing products. The

industry opportunities are marked by the

following:

Growing population: India, with 1.31

billion people, is the second most

populous country in the world after

China (1.38 billion), but by 2022,

India’s population will exceed even with

that of China. According to forecasts,

India will have 1.5 billion people by

Production

India: Total oilseeds production, supply and distribution

Oilseeds (‘000 metric tonnes) MY 2013/14 MY 2014/15 MY 2015/16

Revised Estimate Forecast

Beginning stocks 2,218 1,750 1,666

Production 37,780 35,845 40,175

MY imports 21 1 0

Total supply 40,019 37,596 41,839

MY exports 764 677 805

Crush 29,925 27,490 31,560

Food use domestic consumption 1,900 2,080 2,250

Feed waste domestic consumption 5,680 5,685 5,700

Total domestic consumption 37,505 35,255 39,510

Ending stocks 1,750 1,664 1,524

Total distribution 40,019 37,596 41,839

FY11 FY12 FY13 FY14

9.3

17.3

21.7 22

Exports of processed food and related items (In Billion $)

Exports CAGR 33.2%

(Source: http://www.asa.in/pdfs/surveys-reports/Food-Processing-Sector-in-India.pdf)


2030 and 1.7 billion by 2050. (Source:

http://money.cnn.com/2015/07/30/

news/economy/india-china-population/)

Rising Indian rural economy: Extreme

rural poverty has declined from 94% in

1985 to 61% in 2005 and is projected

to drop to 26% by 2025.

Rising middle class population: The

middle class, defined as households

with disposable incomes from H200,000

to 1,000,000 a year, comprises about

50 million people, roughly 5% of the

population at present. By 2025, the size

of middle class is expected to increase to

about 583 million people, or 41% of the

current population.

Rising affluent class: The affluent

class, defined as those earning above

H1,000,000 a year, will increase from

0.2% of the population at present to

2% of the population by 2025. The

affluent class’s share of national private

consumption is expected to increase

from 7% at present to 20% in 2025.

Growing per capita income: India’s per

capita net national income during 2014-

15 was pegged at around H88,538

($1,434), showing a rise of 10.1% from

H80,388 ($1,302) during 2013-14.

OutlookThe support that the Government of

India is lavishing on the growth of

the processed foods sector has led

to a positive outlook. The Central

Government’s Vision 2015 initiative has

allocated USD 20 billion towards the

sector, while relaxing the regulations

governing licensing and excise. Other

strategic initiatives by the Central

Government include the approval of

51% ownership of foreign retailers in

joint ventures and the establishment

of mega food parks and cold chain

facilities, including refrigerated vans. All

Favourable government policies The Government of India allows 100% FDI under the automatic route in the food processing sector, in agro-products, milk and milk products, and marine and meat products. Automatic approvals are provided for foreign investment and technology transfer in most cases. Units based on agro-products that are 100% export-oriented are allowed to sell up to 50% in the domestic market. There is no import duty on capital goods and raw material for 100% export-oriented units. Earnings from export activities are exempt from corporate tax. Additionally, there is 100% tax exemption for five years, followed by 25% tax exemption for the next

five years for new agro-processing industries.There is an increasing awareness about the need to bolster India’s food processing sector, given the country’s immense potential with regard to agricultural production. Some of the policies and promotions for the food processing sector are:

• Vision 2015 Action Plan: The Ministry of Food Processing Industries (MoFPI) has formulated a Vision 2015 Action Plan that includes trebling the size of the food processing industry, raising the level of processing of perishables from 6% to 20%, increasing value addition from 20% to 35%, and enhancing India’s share in global food trade from 1.5% to 3%.

• Mega food parks: According to the website of MoFPI, the Government of India is actively promoting the concept of mega food parks and is expected to set up 30 such parks across the country to attract FDI. The government has released a total assistance of USD 23 million to implement the Food Parks Scheme. It has, until now, approved 50 food parks for assistance across the country. The Centre has also planned a subsidy of USD 22 billion for mega food processing parks.

• Agro-export zones: The government has established 60 fully equipped agro-export zones (AEZs), in addition to food parks, to provide a boost to agricultural and food processing exports.

these positive measures are expected to

catapult the food processing sector onto

a higher growth trajectory that would

almost double the country’s presence

in the global food trade to 3%. These

initiatives will also enable the industry

to bring in stability in food prices,

reasonable returns for farmers and other

stakeholders, and create a projected 9

million jobs.

Company overviewJVL Agro Industries Limited (formally

known as Jhunjhunwala Vanaspati

Limited) was incorporated in 1989. The

Company manufactures hydrogenated

vegetable oil (vanaspati), refined oils

and rice from its manufacturing facilities

in Naupur (UP), Pahleza (Bihar), Alwar

(Rajasthan), Haldia (West Bengal) and

Sasaram (Bihar).

The Company commenced with a

production capacity of 25 metric tonnes

per day; today, the Company is the

single largest manufacturer of edible oil

in India (3000 metric tonnes per day).

The Company’s name was changed from

Jhunjhunwala Vanaspati Limited to JVL

Agro Industries Limited on October 21,

2008 due to diversification of Company

operations from a hydrogenated

vegetable oil manufacturer to multi-

product dealer.

Financial overviewIn 2014-15, the Company reported

an increase of 1.23% in revenues

from H4350.47 crore in 2013-14

to H4403.88 crore in 2014-15. The

revenue for all four quarters surpassed

the corresponding period of the previous

financial year. The Company’s profit after

tax grew from H61.26 crore in 2013-14

to H62.63 crore 2014-15, an increase

of 2.24%. EBIDTA decreased by 0.15%

to H123.79 crore in 2014-15 from

H123.97 crore in 2013-14. Cash profit

decreased from H80.01 crore in 2013-

14 to H78.87 crore in 2014-15.

Raw material consumption: Raw

material consumed for 2014-15

decreased by 2.48% to H3,264.13 crore

from H3,347.19 crore in 2013-14.

Operating costs: The Company’s

operating expenses increased marginally

in 2014-15 by 1% from H4,304.53

crore in 2013-14 to H4,343.12 crore in

2014-15. The proportion of operating

expenses to the total revenue stood

at 99% in 2014-15, which is almost

identical to last year.

Equity: The Company’s share capital

comprised 16,79,40,000 equity shares

with a face value of Re. 1 each. There

was no change in the equity share

capital during the last financial year.

Reserves and surplus: Reserves and

surplus increased 13% from H449.36

crore as on March 31, 2014 to H508.07

crore as on March 31, 2015 following

an increase in profit plough back. The

security premium account remained

unchanged at H112.05 crore during the

year under review.

External funds and costs: Debt forms an

integral part of the day-to-day running

of the business. The quantum and the

cost associated with the same plays

an important role in the prospect of

the business. Profits of the Company

are being impacted by the short-term

borrowings of the Company while the

long-term debts dictate the ability with

which the Company is able to mobilise

funds for its projects. Reliance of the

debt has increased this year by nearly

14% from H208.17 as on March

31, 2014 to H237.48 as on March

31, 2015, largely owing to various

expansion and diversification strategies

undertaken by the Company during the

year under review.

Long-term borrowings of the Company

constituted 28% of the total external

borrowings of the Company in 2014-15

compared to 36% in 2013-14 whereas

short-term borrowings constituted 72%

in 2014-15 compared to 64% in 2013-

14. The long-term borrowings of the

Company decreased 10% from H74.41

crore in 2013-14 to H66.66 crore in

2014-15 whereas short-term borrowings

Financial performance review, 2014-15

Particulars 2014-15 (J crore)

2013-14(J crore)

% growth

Total revenue 4403.88 4350.47 1.23

PBT 65.48 70.02 (6.48)

PAT 62.63 61.26 2.24

Cash profit 78.87 80.01 (1.42)

EPS (H) 3.73 3.65 2.19


of the Company increased 28% from

H133.76 crore as on March 31, 2014 to

H170.82 crore as on March 31, 2015.

Interest costs: The finance cost for the

Company in 2014-15 increased by

nearly 20% from H35.20 in 2013-14

to H42.07 crore in 2014-15, largely

owing to the increase in the short-term

borrowings of the Company in 2013-14.

The interest coverage for 2014-15 stood

at 2.6x compared to 3.0x in 2013-14.

Net block: The net block (tangible

assets) of the Company increased by

n

Documents

JVL AGRO INDUSTRIES LIMITED NOTICEBoard of Directors M/s Singh Dikshit & Company, Chartered Accountants, the retiring auditor of the company who have furnished the eligibility certificate