MIRA INFORM REPORT

Report Date :

11.02.2013

IDENTIFICATION DETAILS

Name :	JVL AGRO INDUSTRIES LIMITED
Registered Office :	Jhunjhunwala Bhavan, Nati Imili Varanasi - 221001, Uttar Pradesh
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	17.11.1989
Com. Reg. No.:	20-011396
Capital Investment / Paid-up Capital :	Rs. 140.400 Millions
CIN No.: [Company Identification No.]	L15140UP1989PLC011396
TAN No.: [Tax Deduction & Collection Account No.]	ALDJ00217A
PAN No.: [Permanent Account No.]	AAACJ5704B
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in the production of vanaspati, refined oil, mustard oil, DOC and trading of goods.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 13000000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track record. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

EXTERNAL AGENCY RATING

Rating Agency Name	FITCH
Rating	Long Term Rating : BBB- (Withdrawn) Reason for withdrawal: Lack of adequate information.
Rating Explanation	Good Credit Quality
Date	July 17, 2012

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office :	Jhunjhunwala Bhavan, Nati Imili Varanasi - 221001, Uttar Pradesh, India
Tel. No.:	91-542-2211312/ 13
Fax No.:	91-542-2210480
E-Mail :	rohitjaiswal@jvlagro.com
Website :	www.jvlagro.com
Factory 1 :	Village Naupur, P.O. Thanagaddhihe, Kerakat, District Janupur, Uttar Pradesh, India
Tel. No.:	91-542-2625332
Fax No.:	91-542-2625332
Factory 2 :	JVL Agro Foods (a unit of JVL Agro Industries Limited) 207 MIA, Alwar 301001), Rajasthan, India
Factory 3 :	JVL Oils and Foods (a unit of JVL Agro Industries Limited) Village Chakia, P.O. Pahleja, District Rohtas, Bihar-821307, Uttar Pradesh, India
Factory 4 :	JVL Oil Refinery (A unit of JVL Agro Industries Limited) JL # 149, Mouza – Debhog, PS – Bhabanipur, Purba Medinipur, Haldia – 712657, West Bengal, India
Branch Office :	Located At: v Kolkata v Mumbai v Delhi

DIRECTORS

AS ON 31.03.2012

Name :	Mr. D. N. Jhunjhunwala
Designation :	Chairman
Date of Birth/Age :	02.02.1936
Qualification :	B. Sc (Industrial Chemistry)
Experience :	Industrialist • Mr. D. N. Jhunjhunwala is the Chairman of the Company. He is a graduate in Industrial Chemistry. He has 50 years of experience in various facets of management, out of which 30 years were dedicated in various oil industries • Mr. D. N. Jhunjhunwala promoted Jhunjhunwala Vanaspati Limited in 1989 and he was President of Solvent Extractors Association, member of U.P. Oil Millers Association, member of Vegetable Oil Refiners Association of India and he is also involved with various philanthropic activities. He has written many books on social and religious topics.
Date of Appointment :	17.11.1989
Name :	Mr. S. N. Jhunjhunwala
Designation :	Managing Director
Date of Birth/Age :	24.04.1957
Qualification :	B.Com
Experience :	Industrialist • Mr. S. N. Jhunjhunwala is the Managing Director and is a Commerce graduate. He has 28 years of experience in solvent extraction, oil refining and vanaspati manufacturing units.
Date of Appointment :	17.11.1989
Name :	Mr. Adarsh Jhunjhunwala
Designation :	Wholetime Director
Date of Birth/Age :	05.07.1983
Qualification :	Chartered Accountant and MBA (Finance).
Experience :	Commerce and Financial Accounting • Mr. Adarsh Jhunjhunwala is a Whole time Director of the Company.
Date of Appointment :	27.02.2007
Name :	Mr. Harsh Agarwal
Designation :	Director
Date of Birth/Age :	26.03.1987
Qualification :	Engineering Graduate
Experience :	Engineering Sri Harsh Agrawal is a Director and has a deep insight and practical experience into the field of electronics and telecommunication.
Date of Appointment :	30.09.2011
Name :	Dr. S. K. Dikshit
Designation :	Director
Date of Birth/Age :	01.07.1946
Experience :	• Mr. S. K. Dikshit is a Director of the Company. He is a Doctor. • He has expertise in herbal products and medical science.
Date of Appointment :	10.07.2011
Name :	Mr. Mahesh Kedia
Designation :	Director
Date of Birth/Age :	13.06.1963
Qualification :	B. Sc (Statistics), C.A
Experience :	Commerce and Financial Accounting • Shri Mahesh Kedia is a Director, Chartered Accountant and a Science graduate
Date of Appointment :	29.12.2003
Name :	Mr. Kanhaiya Lal Goenka
Designation :	Director
Date of Birth/Age :	03.03.1979
Qualification :	B. Com
Experience :	Experience in solvent extraction, oil refining and vanaspati manufacturing units.
Date of Appointment :	27.02.2007

KEY EXECUTIVES

Name :	Mr. Rohit Kumar Jaiswal
Designation :	Company Secretary
Audit Committee :	Mr. D. N. Jhunjhunwala Dr. S. K. Dixit Mr. Mahesh Kedia

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 31.12.2012

Category of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	20144487	14.34
Bodies Corporate	52406900	37.32
Sub Total	72551387	51.66
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	72551387	51.66
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	79000	0.06
Foreign Institutional Investors	22504680	16.02
Sub Total	22583680	16.08
(2) Non-Institutions
Bodies Corporate	23565641	16.78
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 million	14985716	10.67
Individual shareholders holding nominal share capital in excess of Rs.0.100 million	4241583	3.02
Any Others (Specify)	2511993	1.79
Trust and Foundation	1700000	1.21
Non Resident Indians	811993	0.58
Sub Total	45304933	32.26
Total Public shareholding (B)	67888613	48.34
Total (A)+(B)	140440000	100.00
© Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	140440000	0.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in the production of vanaspati, refined oil, mustard oil, DOC and trading of goods.

Products :

ITC Code	Product Descriptions
151620.09	Hydrogenated Vegetable Oils
15162000.00	Refined Oil
2110.00	Deacidified Oil
731021.01	Tin Plate Containers
3923.90	Plastic Containers
2110.00	Fatty Distillation
3009.00	Enter Esterified
4100.00	Gasification

PRODUCTION STATUS AS ON 31.03.2011

Particulars	Unit	Installed Capacity	Actual Production Qty.
Vanaspati	MT per annum	84000	124570.52
Tins	Pcs per annum	42 Lac	--
Deacidified Oil	MT per annum	132000	--
HDPE JARS	Pcs per annum	18 Lac	--
Fatty Distillation	MT per annum	60000	--
Gasification	NM3 per annum	5328000	--
Red Palmolien and Enter Esterified	MT per annum	90000	--
Edible Oil (Alwar, Rajasthan)	MT per annum	81000	--
Refined Oils / Vanaspati (Pahleza, Bihar)	MT per annum	150000	125293.54
Fatty Acid Oil	MT	--	12823.15
Mustard Oil	MT	--	41483.70
DOC	MT	--	72321.70

Notes:

1) Shortage, Damages and Discarded of Vanaspati during the year 2.750 MT (3.036 MT) and Refined Oil 1.500 MT (2.530 MT) and Mustard Oil 1.100 MT (1.225 MT)

2) Quantity including internal transfer of Ref Oil 798.309 MT (1471.50 MT) & Mustard 747.610 MT (798.831 MT)

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

v Bank of Baroda

v Punjab National Bank

v Standard Chartered Bank

v State Bank of India

v State Bank of Bikaner and Jaipur

v State Bank of Hyderabad

v State Bank of Patiala

v State Bank of Travancore

v Vijaya Bank

v IDBI Bank Limited

v Axis Bank Limited

v HDFC Bank Limited

Facilities :

Secured Loans	31.03.2012	31.03.2011
Term Loans from banks	(Rs. In Millions)
a. Bank of Baroda	84.500	128.000
b. Punjab National Bank (For Naupur and Alwar Unit secured by hypothecation of entire stock in trade, trade receivables and movable current assets. Secured by first charge on the fixed assets and personal guarantee by two directors, their relative and a group company. Also secured by mortgage of joint property of one director.)	35.100	66.700
c. State Bank of India	128.300	165.600
d. State Bank of Bikaner and Jaipur	82.400	111.400
e. Vijaya Bank	0.000	1.600
f. State Bank of Hyderabad	44.400	56.000
g. State Bank of Travancore (Equitable mortgage of land and plant and machinery at Chakia, Dehri, Bihar, on pari-passu basis with other term lenders. Hypothecation of other fixed assets including plant and machinery on pari passu basis with other term lender and collaterally secured by second charge on current assets of unit at chakia, Dehri, Bihar on pari passu basis with personal guarantee of two directors)	77.000	9.600
h. Standard Chartered Bank (Exclusive first charge on all movable and immovable fixed assets of Haldia facility and personal guarantee of two directors and second charge on all current assets of Haldia facility. Repayable in 10 equal installment of USD 1.058 Mio each.	508.800	0.000
Current Maturity of Long Term Borrowings	(149.000)	(180.500)
A. Cash Credit Limit from Banks
a. Bank of Baroda	170.000	255.700
b. Punjab National Bank (For Naupur and Alwar Unit secured by hypothecation of entire stock in trade, trade receivables and movable current assets. Secured by first charge on the fixed assets and personal guarantee by two directors, their relative and a group company. Also secured by mortgage of joint property of one director.)	160.000	155.000
c. State Bank of India	77.200	8.600
d. State Bank of Bikaner and Jaipur	19.200	0.400
e. State Bank of Travancore	10.000	0.500
f. State Bank of Patiala	0.000	3.300
g. State Bank of Hyderabad	0.000	0.000
h. Vijaya Bank (Hypothecation of entire current assets of unit at Chakia, Dehri, Bihar on pari-passu basis with other working capital bankers and personal guarantee of two directors and collaterally secured by second charge on equitable mortgage of the land and factory at Chakia, Dehri, Bihar on pari passu basis with other terms lenders and hypothecation charge on other fixed assets including plant and machinery at Chakia, Dehri, Bihar on pari passu basis with other term lenders.)	0.000	15.200
B. IDBI Bank Limited (Secured by personal guarantee of one director)	250.000	100.000
C. Loan Against Fixed Deposits Receipt From Bank (Secured by pledge of Fixed Deposits Receipts)	114.500	127.900
D. From Bank against loan to Agriculturist (Secured by pledge of goods and guarantee of company and its directors) Axis Bank Limited	0.000	100.000
Total	1612.400	1125.000
Unsecured Loans	31.03.2012	31.03.2011
From Banks	(Rs. In Millions)
Axis Bank Limited	0.000	30.100
HDFC Bank Limited	146.500	150.000
Total	146.500	180.100

Banking Relations :	--
Statutory Auditors :
Name :	Singh Dikshit and Company Chartered Accountants
Address :	Hathua Market, Chetganj, Varanasi, Uttar Pradesh, India
Subsidiary Company :	v JVL Overseas Pte. Limited
Other Related Companies :	v Jhunjhunwala Gases Private Limited v Jhunjhunwala Oils Mills Limited v Nilamber Trexim and Credit Private Limited
Other Party :	v Jhunjhunwala Sewa Society

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
200000000	Equity Shares	Re. 1/- each	Rs. 200.000 Millions
5000	10% Cumulative Redeemable Preference Shares	Rs. 100/- each	Rs. 0.500 Million
250000	Cumulative Redeemable Preference Shares	Rs. 100/- each	Rs. 25.000 Millions
	Total		Rs. 225.500 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
140440000	Equity Shares	Re. 1/- each	Rs. 140.400 Millions

Reconciliation of number of shares	31.03.2012	31.03.2011
Equity Shares :
Balance as at beginning of the year 12,84,40,000 Equity Shares	128440000	128440000
Add: 1,20,00,000 Preferential Warrant converted into equity shares of Re. 1/- each at premium of Rs. 18/- each	12000000	--
Less: Shares bought back during the year	--	--
Balance as at end of the year	140440000	128440000

D. Rights, preferences and restrictions attached to the shares

Equity shares: The Company has one class of equity shares having a par value of Re. 1 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount, in proportion to their shareholdings.

E. Details of equity shares held by shareholders holding more than 5% shares to the aggregate shares in the company

Name of Shareholders	No. of Shares	% of Holding
a. Nilamber Trexim and Credit Private Limited	16912900	12.04%
b. Jhunjhunwala Oil Mills Limited	7419000	5.28%
c. Jhunjhunwala Gases Private Limited	16075000	11.45%
d. Lotus Global Investments Limited	8307795	5.92%
e. Aryan Multibusiness Private Limited	12000000	8.54 %

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		140.400	128.400	128.400
2] Share Application Money		0.000	0.000	0.000
3] Money received against Preferential Warrants		253.100	190.000	0.000
4] Reserves & Surplus		2857.100	2102.100	1631.900
5] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		3250.600	2420.500	1760.300
LOAN FUNDS
1] Secured Loans		1612.400	1125.000	2953.800
2] Unsecured Loans		146.500	180.100	450.000
TOTAL BORROWING		1758.900	1305.100	3403.800
DEFERRED TAX LIABILITIES		223.300	199.700	183.000
TOTAL		5232.800	3925.300	5347.100
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1516.800	1583.800	1384.800
Capital work-in-progress		942.500	103.900	0.000
INVESTMENT		109.500	197.200	90.900
DEFERRED TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	4406.700	3115.900	2239.300
	Sundry Debtors	1589.200	1208.000	994.000
	Cash & Bank Balances	3345.700	3327.700	2978.800
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	1553.700	802.200	959.700
Total Current Assets		10895.300	8453.800	7171.800
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	7773.500	6034.200	2937.200
	Other Current Liabilities	427.800	349.200	173.400
	Provisions	30.000	30.000	189.800
Total Current Liabilities		8231.300	6413.400	3300.400
Net Current Assets		2664.000	2040.400	3871.400
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		5232.800	3925.300	5347.100

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income From Operations	29582.300	21807.900	12341.400
		Other Income	92.400	61.300	104.900
		TOTAL	29674.700	21869.200	12446.300
Less	EXPENSES
		Cost of Materials Consumed	16528.400	15070.500
		Purchases of Goods Traded	12161.800	5782.700
		Changes in Inventories	(508.300)	(275.000)
		Employee Benefits Expense	60.000	41.300
		Other Expenses	600.700	573.900
		TOTAL	28842.600	21193.400	11815.100
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		832.100	675.800	631.200
Less	FINANCIAL EXPENSES		216.300	175.000	181.700
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		615.800	500.800	449.500
Less/ Add	DEPRECIATION/ AMORTISATION		96.400	86.100	65.100
Add	EXCEPTIONAL ITEMS		205.900	185.600	0.000
	PROFIT BEFORE TAX		725.300	600.300	384.400
Less	TAX		156.400	100.100	92.200
	PROFIT AFTER TAX		568.900	500.200	292.200
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1373.800	1082.600	833.300
Less	APPROPRIATIONS
		Transfer to General Reserve	50.000	40.000	25.000
		Transfer to Capital Reserve	143.200	139.000	0.000
		Provision for Final Dividend	25.700	25.700	15.300
		Tax on Dividend	4.200	4.300	2.600
	BALANCE CARRIED TO THE B/S		1719.600	1373.800	1082.600
	EXPORT OF GOODS ON FOB BASIS		25.900	0.000	34.800
	IMPORTS
		Imported Oils	25537.200	16546.100	8527.700
	Earnings Per Share (Rs.)		4.43	3.89	2.27

QUARTERLY RESULTS

PARTICULARS	30.06.2012	30.09.2012
Type	1^st Quarter	2^nd Quarter
Sales Turnover	10020.400	10172.900
Total Expenditure	9788.000	9943.400
PBIDT (Excl OI)	232.400	229.500
Other Income	19.600	19.700
Operating Profit	252.000	249.200
Interest	31.900	57.600
Exceptional Items	0.000	0.000
PBDT	220.100	191.600
Depreciation	25.100	26.400
Profit Before Tax	195.000	165.200
Tax	29.300	25.000
Provisions and Contingencies	0.000	0.000
Reported PAT	165.700	140.200
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	165.700	140.200

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	1.92	2.29	2.35
Net Profit Margin (PBT/Sales)	(%)	2.44	2.74	3.09
Return on Total Assets (PBT/Total Assets}	(%)	5.84	5.98	4.49
Return on Investment (ROI) (PBT/Networth)		0.22	0.25	0.22
Debt Equity Ratio (Total Debt/Networth)		0.54	0.54	1.93
Current Ratio (Current Asset/Current Liability)		1.32	1.32	2.17

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

COMPANY INFORMATION

Subject is a public limited company and listed on Bombay Stock Exchange (BSE), National Stock Exchange (NSE), Delhi Stock Exchange and Uttar Pradesh Stock Exchange (Kanpur). The company is market leader in edible oil industry. The company has manufacturing facilities in Naupur- Uttar Pradesh, Alwar- Rajasthan, Dehri- Bihar and proposed at Haldia- West Bengal and sell primarily in India.

PERFORMANCE IN THE YEAR 2011-12

In the financial year 2011-12, the Company performed unexpectedly. The Company crossed its top line target of Rs. 25000.000 Millions. The total revenue of the financial year 2011-12 is Rs. 29582.300 Millions which was Rs. 21807.900 Millions in the financial year 2010-11. There is a growth of 35.65%. The revenue of all the four quarters of 2011-12 surpassed the corresponding period of the last financial year 2010-11. As far as the half-yearly trend is concerned, the turnover of the Company for the first half year period ended as on September 30, 2011 is Rs. 1301.86 Millions which was Rs. 1018.13 Millions in the same period in financial year 2010-11.

The Company performed tremendously in the financial year.

2011-12. Profit after tax has also gone up from Rs. 500.200 Millions to Rs. 568.900 Millions from the year 2010-11 to 2011-12. EBIDTA for the year 2010-11 was Rs. 861.400 Millions and increased to Rs. 1038.000 Millions in year 2011-12 i.e. by 20.50 %.

CURRENT PERFORMANCE

During the three-month period ended June 30, 2012, the Company achieved a turnover of Rs. 10020.400 Millions as compared with Rs. 6122.500 Millions during the corresponding period in the previous financial year, in percentage there is a growth of 64%.

Accordingly the PAT and EBIDTA increased significantly. This has been a historical performance. The Company is moving aggressively on its sales and marketing efforts and reaching out to a bigger chunk of the population, in line with its plan to become a pan-India company. It continues to follow the policy of perpetual technological upgradation. The Company is ISO 9001:2008-certified in recognition of the organisation’s quality system.

EXPANSION PLANS

The Company is commissioning its 1,200 MT Haldia unit. This project is expected to contribute and strengthen the position of the Company in the national edible oil sector and enhance the presence of the Company in the Northern, Eastern, Northeastern and Central region markets of India. This will be the biggest and technologically most advanced project of the Company. The Company already has an existing network of sales and distribution in Eastern and North-eastern market and will be able to leverage that in selling the output of the Haldia unit under its brand.

The capacity of mustard seed crushing increased from 200 MTPD to 400 MTPD. This will also reduce their dependence on others for the feed for solvent extraction plant. The capacity of their solvent extraction plant increased from 250 MTPD to 450 MTPD. The above capacity expansion will reduce cost of production and will help the Company in being more competitive. The expanded production will also help the Company in catering to the large geography. The storage capacity of seed increased by 6400 MT by installing new silos. his increase in capacity will reduce the storage / handling / wastage expenditure of the Company, otherwise incurred on storing seed outside the factory in private warehouse.

There is huge opportunity in the Western market of country and for taking the advantage of this opportunity company is looking for land in the Western coast for setting up a refinery. Further, most of the Western Indian states are near the port, this is an advantage because setting up of an unit at the port will reduce the logistics cost of the Company, and this will make them more competitive in the market. Their Haldia unit is a strong example of it.

For better and cheap procurement of raw material the Company is planning to set up a supply chain network in Indonesia and for this purpose a step down subsidiary of the Company is incorporated in Indonesia. Further the Company has also signed an agreement to acquire 12500 acres land in Ethiopia (with the option to acquire 62,000 acres) for the agro-related activities and this will diversify the business.

The Company has acquired 500 acres of land in Bihar to commission an agro-based complex, as part of its plan to enter into other commodities in which the Company can leverage its existing sales and distribution network.

The Company has continued the policy of perpetual technological upgradation and has placed orders with Alfa Laval for complete modernisation of its plant and machinery of the unit at Naupur to bring in latest technology so that they can also reduce their production cost and come up with improved quality of product for their consumers.

Moreover, the year 2012-13 will be an attractive year for the Company. It will reflect the commencement of production at Haldia unit and expanded production at Alwar Unit. It will reflect their entry into new geographies for sales and marketing. The result is that they expect their revenues to cross Rs. 35000.000 Millions in 2012-13.

MANAGEMENT DISCUSSION AND ANALYSIS

GLOBAL ECONOMY

The developments over the last year in major world economies have not been encouraging. There is an apprehension that the process of global economic recovery that began after the financial crisis of 2008 is beginning to stall and the sovereign debt crisis in the eurozone may persist awhile. The US economy has shown some improvement but economic growth remains sluggish.

The global economy is expected to grow 3.3% in 2012 compared with 3.8% in 2011. Growth in the advanced economies declined 1.6% in 2011 compared with 3.2% in 2010 and is expected to be even lower at 1.2% in 2012. Growth in emerging economies lowed to 6.2% in 2011 compared with 7.3% in 2010 and is projected at 5.4% in 2012. The US economy is projected to maintain its growth rate at 1.8% for 2012 and the eurozone is expected to contract 0.5% in 2012

INDIAN ECONOMY

India’s annual economic growth in the January-March quarter 2012 declined to a nine-year low of 5.3% as the manufacturing sector contracted and the rupee declined to a record low. GDP growth of 6.5% in 2011-12 was the lowest since 4% in 2002-03 and a sharp slowdown from the previous year’s 8.4%. The impact of the eurozone debt crisis, a slowdown in economic reforms and high interest rates staggered India’s growth, affecting the agriculture, manufacturing, mining and construction sectors.

INDIAN EDIBLE OIL INDUSTRY

The Indian edible oil sector is the world’s fourth-largest after the US, China and Brazil and is the world’s fifth largest oil-seed producing nation with a wide range of oil seed crops comprising groundnut, mustard, rapeseed, sesame, safflower, linseed and niger seed, among others. India is also a leading player in edible oils, being the world’s largest importer (ahead of the EU and China) and the world’s third-largest consumer (after China and the EU). India consumes over 18 million tones of edible oil every year. Growing population and increasing consumption and per capita income is accelerating edible oil demand in India. The country currently contributes 6-7% of the global oil seed production. The domestic edible oil market is estimated at USD 15 billion and is set to grow at 5-6% over the next five years.

There are 15,000 oil mills, 711 solvent extraction units, 600 vegetable oil refineries and 250 vanaspati units in India employing more than a million people. While the domestic turnover of the vegetable oil industry is pegged at over Rs. 1000000.000 Millions, import-export turnover is estimated at about Rs. 500000.000 Millions a year. Oilseeds in India are grown mainly on marginal and sub-marginal lands under low input usage. Only 25% of crop is irrigated, leaving the sector exposed to weather-related yield risks. Over decades, this phenomenon has been forcing the country to continuously depend on imports. India’s yields at 1,000 kg a hectare, is less than the global average.

DOMESTIC DEMAND/ SUPPLY DYNAMICS

CONSUMPTION FACTORS

v Per capita consumption of edible oil is low (14 kg) but rising gradually

v The country’s top-10% of the population consumes 20 kg per capita and the bottom 30%, less than 5 kg per capita

v Strong regional preference for ‘first press’ oils with natural flavour – mustard, groundnut, coconut oils

v Inadequate quality control and quality assurance mechanism has lead to adulteration

v Antiquated food laws and poor implementation

v Low depth liquidity in futures market

v Erosion of self-reliance in edible oils and rising dependence on imports, which currently constitute 53% of the aggregate consumption

IMPORTS

Considering the widening gap between domestic consumption and production, vegetable oil imports are expected to increase 2% to 9.7 million tonnes in 2012-13. The import forecast includes 7.6 million tonnes of palm oil, 1.1 million tonnes of soy oil, 1 million tonnes of sunflower oil and 10,000 tonnes of other edible oils. Total edible oil imports during the first five months of 2011-12 were up 14% at 3.4 million tonnes. With the tariff remaining unchanged since September 2006, strong international prices of edible oils have not reduced demand for imported oils, particularly refined edible oils. While the import duty remains officially at 7.5% advalorem, the urrent zero tariff on crude edible oils is encouraging traders to continue building stocks. Based on current trends, total imports in 2011-12 are likely to grow 15% to 9.5 million tonnes.

OUTLOOK

Rising oilseed production is expected to increase edible oil production to 7.3 million tonnes in 2012-13, up 3% over the previous year. Growing population, rising income levels and improved supply conditions will likely raise edible oil consumption in 2012-13 to 17.1 million tonnes. Given the widening gap between domestic consumption and production of vegetable oils, edible oil imports in 2012-13 is expected to increase to 9.7 million tonnes. While

India’s per capita edible oil consumption is increasing (estimated at 14.1 kg for 2011-12), it is still far below the estimated world average per capita consumption of 21.6 kg

RURAL INDIA

The 2011 Census estimates that 83.3 cr people, about 69% of the country’s total population of 121 cr, live in rural

India and contribute around 48% of the approximately Rs. 79 trillion GDP.

Over the last few years, much emphasis was given on rural empowerment, which has translated into impressive economic growth.

Market size: A mere 1% increase in India’s rural income translates into a large buying power of Rs. 100000.000 Millions (USD 1.79 billion). Nearly two-thirds of all middle-income households in the country reside in rural India. According to Boston Consulting Group, 50% of the market comprises bottom-of-the pyramid consumers while another 24% are based out of small town and rural India. A report by NCAER shows that rural segment comprises more than 50% of consumers constituting a prime market for consumer goods. India’s rural retail market is expected to expand from USD 1.2 billion in 2011 to USD 12 billion by 2025.

FMCG growth: The consumer market sector in rural and semi-urban India is estimated to cross USD 20 billion by 2018 and USD 100 billion by 2025

Mahatma Gandhi National Rural Employment Guarantee Act (MGNREGA): Launched in 2006, MGNREGA is the largest programme run by the Government of India, receiving 36% of the total allocation for rural development in 2012-13.Over Rs. 330000.000 Millions has been allocated to the scheme in FY 2012-13.

Rural attractiveness: There are a number of reasons that make rural India attractive.

v Estimated annual size of India’s rural FMCG market is laced at Rs. 650000.000 Millions

v Over 41 million kisan credit cards were issued (against 22 million creditplus-debit cards in urban India) with a cumulative credit of Rs. 977 billion

v Of 20 million Rediffmail signups, 60% are from small towns. Over 50% transactions from these towns shop on Rediff online

v Over 42 million rural households avail banking services in comparison with 27 million urban households

v Investment in formal savings instruments: 6.6 million households in rural and 6.7 million in urban India

v 53% of FMCG sales happen in rural India

v Rural India has a large consuming class accounting for 41% of India’s middle-class and 58% of the total disposable income

v In 20 years, rural India will be larger than the total consumer markets of countries like South Korea or Canada and almost four times the size of today’s urban Indian market

BUSINESS DRIVERS

RAW MATERIAL MANAGEMENT

In the business of edible oil manufacture, the biggest determinant of profitability is the ability to procure (import) an adequate quantity of raw material at the right price. JVL is attractively placed in this regard.

The Company’s principal raw materials include crude palm oil, degummed soybean/ refined oil and mustard seeds. The Company is the largest importer of crude palm oil (CPO) in Central India. The Company imports soybean degum from Brazil and Argentina and palm oil from Malaysia and Indonesia and sources mustard seeds ahead of requirement. Nearly 100% of the Company’s CPO requirements are addressed through imports from credible plantation owners in Indonesia and Malaysia. This facilitates consistent and cost efficient raw material availability.

The Company transports imported raw material (crude palm oil) from Kolkata port (800 km from Varanasi and 700 km from Pahleza) through its rail network, which is cheaper than road transportation. Besides, proximity of the upcoming plant near the Haldia port is expected to reduce freight costs. The Company has a pipeline from the port to its plant reducing the entire freight cost.

HIGHLIGHTS, 2011-12

The Company has enhanced its Central India market share significantly Strengthened average realisations from Rs. 43256.00 per MT in 2010-11 to Rs. 55866.00 per MT Enhanced crude palm oil and degummed soybean oil trading from Rs. 5842.700 Millions in 2010-11 to Rs. 11424.600 Millions

BUSINESS DRIVERS

OPERATIONS

HIGHLIGHTS, 2011-12

v Saturated fats (vanaspati) production 124570.52 MT in 2010-11 to 94910 MT in 2011-12.*

v Refined oils production increased 23.02 % from 125293.54 MT in 2010-11 to 154136 MT

v Mustard oil production increased 22.26 % from 41483.70 MT in 2010-11 to 50718 MT

* In view of increasing demand the Company is manufacturing more refined oil than vanaspati.

JVL OIL REFINERY, HALDIA

The Company has established a plant near the Haldia port (in West Bengal), which is estimated to commission in the second quarter of 2012-13. The plant will comprise the following:

v Physical refining capacity of 800 MTPD of crude palm oil

v Fractionation plant of 750 MTPD (expandable up to 1000 MTPD)

v Inter-esterification plant of 200 metric tonnes per day

v Soybean oil de-gumming and refining facility of 400 metric tonnes per day

v Captive power plant of 3 MW

v Direct pipeline from the port to the plant for reduction in freight cost.

BUSINESS DRIVERS

MARKETING

In edible oil marketing, it is imperative to present a wide choice to consumers based around a common brand. The Company’s product basket (vanaspati/ hydrogenated vegetable oil, RBD palm oil, RBD palmolien, refined soybean oil, mustard oil and blended oil) is branded under Jhoola, Payal and Joohi, enjoying an attractive recall.

HIGHLIGHTS, 2011-12

v Emphasis has been given on brand building.

v Strengthening the marketing of the product of the Company by preparing a strong strategy.

v The Company markets products under the Jhoola, Payal and Joohi umbrella brands.

v Vanaspati is marketed under the Jhoola brand

v RBD palmolien under Jhoola and Payal brands

v Refined soybean oil under Jhoola Health brand

v Mustard oil under Jhoola, Joohi and Shankar brands

v Blended oil under the Joohi Active brand

The Company’s brands are popular, providing products in diverse packaging options to suit various pockets and needs. It provides vanaspati ghee, refined oil and mustard oil in packages ranging from 200 ml to 1 litre to 15 kg; it supplies refined oil and mustard oil to small customers in 200 ml to 5 litre bottle packs. Besides household consumers, JVL also caters to institutional clients from the hospitality, bakery and confectionery sectors. Its stock keeping units (SKUs) comprise 11 for vanaspati, five each for refined soybean oil and refined palm oil as well as eight for mustard oil.

JVL’s biggest consumption centres comprise Uttar Pradesh and Bihar, which contribute a healthy percentage of revenues. The Company enjoys a leading market share across these core markets.

BUSINESS DRIVERS

DISTRIBUTION

JVL’s strong and extensive network of depots, sale points, distributors, dealers and brokers across India have made it possible to transfer products from one region to another in quick time leading to enhanced market share in the states of its presence.

Over the years, the Company has enlisted over 5200 distributors, 30 depots, 12 sales points and a large number of retailers leading to a deeper market presence.

JVL’s manufacturing facilities are located strategically to capture consumption upturn:

v Varanasi (Uttar Pradesh): Located in Eastern UP, which accounts for the highest vanaspati per capita consumption in India

v Dehri-on-Sone (Bihar): Located in a state that is among India’s largest vanaspati and RBD palmolien consumers Alwar (Rajasthan): Located proximate to raw material sources; Rajasthan is India’s largest mustard seed producer

v Haldia (West Bengal): This plant is located near the Haldia port facilitating raw material import

FINANCIAL REVIEW

REVENUE (NET SALES)

The Company’s revenue (net sales) increased by 47.79% from Rs. 22503.800 Millions in 2010-11 to Rs. 33259.600 Millions in 2011-12 on account of increased volumes and realisations. Non-core income increased by 50.73% to Rs. 92.400 Millions in 2011-12 owing to an increase in profits from the sale of investments.

COST ANALYSIS

The total operating expenses (excluding depreciation and financial charges) increased by 36.09% over 2010-11; operating expenses as a percentage of total income also increased by 5,194 basis points.

Raw material consumption: Raw material consumption increased from Rs. 15070.500 Millions in 2010-11 to Rs. 6528.400 Millions in 2011-12. As a proportion of total income, it decreased to 55.70% compared to 68.91% in the previous year on account of increased volumes. Besides, the inflationary environment consequent to the surge in oil prices resulted in an increase in key inputs; increased operations thereby contributing to increased raw material costs.

Manufacturing expenses: The Company’s manufacturing components comprised the consumption of packing materials, power, fuel, chemicals and other production expenses.

Power and electricity: Power is an integral component of the manufacturing process. The power costs for the Company increased 3.71% from Rs. 438.400 Millions in 2010-11 to Rs. 454.700 Millions in 2011-12 due to two important factors:

v Increase in operations in 2011-12

v Increase in the fuel cost consequent to an increase in the global coal and oil prices

While the absolute cost increased, power and fuel costs as percentages of the total turnover decreased from 2% to 1.54% in 2011-12 indicating an efficient utilisation of power – indicated by the units of power consumed – 26,085 units in 2011-12 against 26,917 units in 2010-11. The Company could rationalise power costs due to a number of initiatives taken during the year.

Employee costs: Employee cost increased from Rs. 41.300 Millions in 2010-11 to Rs. 60.000 Millions in 2011-12. What was heartening is the increased focus on employee skill development and welfare, resulting in higher returns from the JVL team – revenue and profit per employee increased significantly in 2011-12 from 2010-11.

Selling and distribution expenses: These increased from Rs. 77.000 Millions in 2010-11 to Rs. 81.000 Millions in 2011-12. Logistics costs increased due to an increase in diesel and petrol prices during the year, consequent to an increase in global crude prices. Increased sales volume also contributed to the growth in the selling and distribution expenses.

FIXED ASSETS:

v Land (Free Hold)

v Land (Lease Hold)

v Buildings

v Plant and Machinery

v Office Equipments

v Furniture and Fittings

v Vehicles

v Turbine

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 53.57
UK Pound	1	Rs. 84.25
Euro	1	Rs. 71.79

INFORMATION DETAILS

Report Prepared by :

BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		47

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.