డైరెక్టర్ల నివేదిక Premier Industries (India) Ltd.

Mar 31, 2013

To, The Shareholders,

The directors are presenting before you the 39th Annual Report of the Company for the year ended 31.3.2013.

FINANCIAL HIGHLIGHTS 2012-2013 20011-2012 (Rs. in Lacs) (Rs.in Lacs)

Net Sales & Other Receipts 11859 18757

Gross Profit/(Loss) for the year (358) 95

(before Financial Cost, Depreciation & Abnormal expenses)

Add/Less : Financial Cost 81 133

Depreciation 48 84

129 217

Less/Add : Provision for

Deferred Tax Assets/Liabilities 133 111

Net (Loss)/Profit (354) (233)

Less/Add : Brought Forward Losses (4382) (4149)

Balance Carried to Balance Sheet (4735) (4382)

OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS

During the year under consideration the company''s turnover and other receipts stands at Rs. 11859 Lacs as against Rs. 18757 Lacs achieved during last year. The Company has incurred Loss of Rs. 487 lacs as against Loss of Rs. 122 lacs incurred in the previous year. However, after incorporating provision for Deferred Tax Assets of Rs. 133 lacs (previous year Deferred Tax Liabilities of Rs. 111 Lacs), the balance works out to Loss of Rs. 354 lacs as against Loss of Rs.233 lacs in the previous year which has been carried to Balance Sheet together with brought forward losses of earlier years. During the year, the Company has processed 1566 M.T. of Soyabean Seed as against 23961 M.T in the previous year. Similarly, the Company has refined 6121 M.T. Crude Oil in its Refinery as against 12118 M.T. refined in the previous year. The Soya Division recorded a net turnover of Rs. 7051 lacs during the year as against Rs. 11739 lacs in the previous year.

In Dairy Division the Company had achieved a Turnover of Rs. 4640 Lacs as against Rs.6646 Lacs in the previous year. The Company partly utilized its Manufacturing facilities by doing Job Work on behalf of other parties. It had processed 15260 KL of milk on behalf of third party as against 18944 KL processed during last year.

The Soya Industry continues to underperform during this year. '' The price of Soyabean seed has gone up at a record level due to speculative tendency. This resulted in disparity in operations. Similarly, realization of Soya Oil was subdued due to import of edible oil and depressed market conditions. Moreover, the cost of input and consumables such as coal, hexane (petroleum products), power etc had gone up during the year.

Though the dairy operations was favourable this year, yet the Company could not achieve satisfactory capacity utilization due to liquidity crunch.

Your Directors are glad to inform that State Government of Madhya Pradesh has approved, subject to confirmation from BIFR, merger of your Company with Girdharilal Sugar And Allied Industries Ltd., an Associate Company having positive net worth. In terms of the said approval, as per the provisions of New Industrial Policy of the State Government, Girdharilal Sugar And Allied Industries Ltd., will be making strategic investments in the Company for modernization of equipments which will ultimately reduce the production cost. Soya and Dairy operations continues to be subdued during the current months. Your Directors, however, explains that very good monsoon this season in the State will ensure sufficient availability of raw material at cheaper rates which ultimately will improve the bottomline of the company.

DIVIDEND

Due to carry over losses , no dividend is declared.

REFERENCE TO BIFR

The Company continues to remain a Sick Company duly registered with BIFR. The Modified Draft Revival Package incorporating various reliefs and concessions, based on merger of the Company with Girdharilal Sugar And Allied Industries Ltd. Is being considered by them. Your Directors hope to receive BIFR approval in this financial year.

FIXED ASSETS

During the year under review, the Company has incurred normal capital expenditure of Rs 21.62 lacs for improvement of Plant efficiency.

PUBLIC DEPOSIT

The company did not invite or accept any deposit from the Public during the year under section 58-A of the Companies Act, 1956.

AUDITORS REPORT

The Notes to the Accounts referred to in the Auditor''s Reports have been properly explained in ''Notes to the Accounts''. Your Directors, however, would like to briefly clarify the Auditors Qualification in other matters of their report as follows:-

a) In view of Company''s request for exemption from the provision of Section 205C of the Companies Act, 1956 pending before BIFR/Department of Company Affairs explaining justification thereof, the Company has not transferred the amount, due to Debenture holders to the credit of Investors Education And Protection Fund.

b) Depreciation only to the extent of machines used has been provided and balance amount of depreciation is not provided for.

c) Auditors Note regarding adoption of Revised AS-15 has been dealt exhaustively in Point No.32 of Notes to the accounts.

d) No provision has been made in the Accounts in respect of demand of Central Excise and Sales Tax since the Company has appealed against such demand before the Higher Authorities.

e) The Accounts of the Company has been prepared as going concern basis in view of the implementation of the original revival scheme approved by BIFR.

f) Auditors note regarding nonprovisin of interst on loan taken from related parties has been exhanustively dealt in point no. 4(d) & 6(d) of notes to the accounts.

DIRECTORS

Shri Rajesh Agrawal, Director of the Company retire by rotation and being eligible offer himself for reappointment. In view of the valuable contribution made by Shri Rajesh Agrawal for the progress of the company, the Board of Directors recommend to the shareholder to reappoint him as Director of the company.

PARTICULARS OF EMPLOYEES

The statement pursuant to the provision of section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 is not required since none of the employee has drawn not more than Rs.60,00,000 per annum or Rs.5,00,000 per month during the relevant year.

AUDITORS

The statutory Auditors of the Company M/s. M.Mehta & Company, Chartered Accountants, Indore, retire at the conclusion of the 39th Annual General Meeting and beinc eligible offer themselves for reappointment. The Directors recommend for approving reappointment of M/s.M.Mehta & Company, Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration. DIRECTORS''RESPONSIBILITY STATEMENT The Board of Directors of the Company confirms: i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure; ii) That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and of the Loss of the company for the year ended on that date; iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) That the Annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE Corporate governance report is annexed. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO The information required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of "Directors) Rules, 1988 with respect to these matters is appended hereto and forms part of this report.

INDUSTRIAL RELATIONS

The company continued to maintain cordial relations with its employees at all levels.

ACKNOWLEDGMENT

Your Directors acknowledge with gratitude the support received by the company from Bank, Government, Employees and others.

BY ORDER OF THE BOARD

For PREMIER INDUSTRIES (INDIA) LTD.

DATE : 31.08.2013 RAJESH AGRAWAL

PLACE; INDORE CHAIRMAN

---

Mar 31, 2012

The Directors are presenting before you the 38th Annual Report of the Company for the year ended 31.3.2012.

FINANCIAL HIGHLIGHTS

Rs. In Lacs PARTICULARS 2011-12 2010-11

Net Sales & other Receipts 18757 11284

Gross Profit/ (Loss) for the 95 (262)

year (before financial cost, Depreciation &. Abnormal expenses)

Add/Less : Financial Cost 133 236

Depreciation 84 217 82 318

Less Provision for Deferred 111 163

Tax Liabilities/Assets

Net (Loss)/Profit (233) (417)

Less/Add: Brought forward (4149) (3732) losses

Balance Carried to Balance Sheet (4382) (4149)

OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS During the year under consideration the company's turnover and other receipts stands at Rs. 18757 Lacs as against Rs. 11284 Lacs achieved during last year. The Company has incurred Loss of Rs. 122 lacs as against Loss of Rs. 580 lacs incurred in the previous year. However, after incorporating provision for Deferred Tax Liabilities of Rs.lll lacs (previous year Deferred Tax Assets of Rs.163 Lacs), the balance works out to Loss of Rs.233 lacs as against Loss of Rs.417 lacs in the previous year which has been carried to Balance Sheet together with brought forward losses of earlier years.

During the year, the Company has processed 23961 .M.T of Soyabean Seed as against 18247 M.T in the previous year. Similarly, the Company has refined 12118 M.T. Crude Oil in its Refinery as against 8526 M.T. refined in the previous year. The Soya Division recorded a net turnover of Rs.11739 lacs during the year as against Rs. 7267 lacs in the previous year.

In Dairy Division the Company had achieved a Turnover of Rs. 6646 Lacs as against Rs.3845 Lacs in the previous year. The Company continued to utilize its Manufacturing facilities by doing Job Work on behalf of other parties. It had processed 18944 KL of milk on behalf of third party as against 16549 KL processed during last year.

The Soya Industiy continues to underperform during this year. Tne price of Soyabean seed has gone up at a record level due to speculative tendency. This resulted in disparity in operations. Similarly, realization of Soya Oil was subdued due to import of edible oil and depressed market conditions. Moreover, the cost of input and consumables such as coal, hexane (petroleum products), power etc had gone up during the year. The dairy operations, however, was favourable during the year. The company has achieved satisfactory capacity utiliza- tion by processing milk on behalf of self as well as on behalf of AMUL. Though the price of milk has gone up during the year, yet because of corresponding increase in

realization of finished goods, the overall performance was better in comparison to last year. Due to satisfactory performance of Dairy Division, the Company could reduce loss to substantial extent from Rs.580 lacs in the previous year to Rs.122 lacs in the current year, inspite of unfavourable soya operations.

Your Directors are glad to inform that M/s. Girdharilal Sugar And Allied Industries Ltd., an associate concern, has shown interest in Soya & Dairy business of the Company and they have made an application to State Government in April, 2011 for making strategic investment in our Company in terms of provisions of new Industrial Policy of the State Government and is awaiting their approval. Soya operations continues to be subdued during the current months. Your Directors are concerned that even Dairy operations in the current months are not very satisfactory due to lower demand/realization of finished goods. Your Directors however, expects good monsoon, as predicted, which may result in better results in coming months.

DIVIDEND

Due to carry over losses, no dividend is declared. REFERENCE TO BIFR

The Company continues to remain a Sick Company duly registered with BIFR. The Modified Draft Revival Package incorporating various reliefs and concessions, submitted by company's banker to BIFR is yet to be considered by them..

FIXED ASSETS

During the year under review, the Company has in- curred normal capital expenditure of Rs 19.03 lacs for improvement of Plant efficiency as well as in view of pro- cessing contract with FMCG company in its Dairy division. Assets of Rs.0.37 lacs (cost) has been sold during the year.

PUBLIC DEPOSIT

The company did not invite or accept any deposit from the Public during the year under section 58A of the Com- panies Act, 1956.

AUDITORS REPORT

The Notes to the Accounts referred to in the Auditor's Reports have been properly explained in 'Notes to the Accounts'. Your Directors, however, would like to briefly clarify the Auditors Qualification in para'8'of their report as follows

i) In view of Company's request for exemption from the provision of Section 205C of the Companies Act, 1956 pending before BIFR/Department of Company Affairs ex- plaining justification thereof, the Company has not trans- ferred the amount, due to Debenture holders to the credit of Investors Education And Protection Fund.

ii) Depreciation only to the extent of machines used has been provided and balance amount of depreciation is not provided for.

iii) Auditors Note regarding adoption of Revised AS-15 has been dealt exhaustively in Point No,33 of notes to the Accounts.

iv) No provision has been made in the Accounts in respect of demand of Central Excise and Sales Tax since the Com- pany has appealed against such demand before the Higher Authorities.

v) The Accounts of the Company has been prepared as going concern basis in view of the implementation of the original revival scheme approved by BIFR.

DIRECTORS

Shri M.S. Bidasaria, Director of the Company retire by rotation and being eligible offer himself for reappoint- ment. In view of the valuable contribution made by Shri M.S. Bidasaria for the progress of the company, the Board of Directors recommend to the shareholder to reappoint him as Director of the company. PARTICULARS OF EMPLOYEES The statement pursuant to the provision of section 217 (2A) of the Companies Act, 1956 and Companies (Par- ticulars of Employees) Rules, 1975 is not required since none of the employee has drawn not more than Rs.60,00,000 per annum or Rs.5,00,000 per month dur- ing the relevant year.

AUDITORS

The statutory Auditors of the Company M/s. M.Mehta & Company, Chartered Accountants, Indore, retire at the conclusion of the 38th Annual General Meeting and being eligible offer themselves for reappointment. The Directors recommend for approving reappointment of M/s.M.Mehta & Company, Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii) That the selected accounting policies were applied con- sistently and the directors made judgments and esti- mates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2012 and of the Loss of the company for the year ended on that date;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Annual accounts have been prepared on a going concern basis.

CORPORATEGOVERNANCE Corporate governance report is annexed. CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION AND FOREIGN EXCHANGE EARNING/OUTGO The information required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 with respect to these matters is appended hereto and forms part of this report.

INDUSTRIAL RELATIONS

The company continued to maintain cordial relations with its employees at all levels.

ACKNOWLEDGMENT

Your Directors acknowledge with gratitude the support received by the company from Bank, Government, Em- ployees and others.

By order of the Board For PREMIER INDUSTRIES (INDIA) LIMITED

RAJESH AGRAWAL

DATE : 31.05.2012 CHAIRMAN

PLACE: INDORE

---

Mar 31, 2010

The directors are presenting before you the 36th Annual Report of the Company for the year ended 31.3.2010.

FINANCIAL HIGHLIGHTS

2009-2010 2008-2009

(Rs.in Lacs) (Rs.in Lacs)

Net Sales 10199 10437

Other Income 138 141

Total Receipts 10337 10578

Gross Profit/(Loss) for the year (149) (120)

(before Interest,Depreciation & Abnormal

expenses)

Add/Less :

Interest 197 145

Depreciation 80 80

277 225

Less/Add : Prior years adjustment 6 6

Less : Old Liability Written Off 1 114

Less : Sales Tax Refund 20 --

(Earliers years) (399) (237)

Less/Add : Provision for

Deferred Tax Assets 242 119

Extra ordinery items

Less : Provision for Diminution in the Value of Investment 79 0

Less : Non Compete Fee 0 600

Add : Frinze Benefit Tax 0 2

Net (Loss)/Profit (78) 242

Less/Add : Brought Forward Losses (3654) (3896)

(3732) (3654)

Less : Transfer from General 199 199

Reserve A/c (Contra)

Balance Carried to Balance Sheet (3533) (3455)

OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS

During the year under consideration the companys turnover and other receipts stands at Rs.10337Lacs as against Rs. 10578 Lacs achieved during last year. The Company has incurred Loss of Rs.399 lacs as against Loss of Rs. 237 lacs incurred in the previous year. However, after incorporating Extra Ordinary Items of Rs.79 Lacs (Previous Year Rs.600 Lacs), provision for Deferred Tax Asset of Rs. 242 lacs (previous year Rs. 119 Lacs ) and Frinze Benefit Tax Rs.Nil (previous year Rs. 2 lacs), the balance works out to Loss of Rs.78 lacs as against Profit of Rs.242 lacs in the previous

year which has* been carried to Balance Sheet together with brought forward losses of earlier years.

During the year, the Company has processed 12519.M.T of Soyabean Seed as against 21197 M.T in the previous year. Similarly, the Company has refined 9578 M.T. Crude Oil in its Refinery as against 8350 M.T. refined in the previous year. The Soya Division recorded a net turnover of Rs.6355 lacs during the year as against Rs. 7547 lacs in the previous year.

In Dairy Division the Company had achieved a Turnover of Rs.3844 Lacs as against Rs. 2890 Lacs in the previous year. The Company continued to utilize its Manufacturing facilities by doing Job Work basis on behalf of other parties. It had processed 13812 KL of milk on behalf of third party as against 10752 KL processed during last year.

The Soya Industry has not performed well during the year. Due to worldwide recessionary trend, the export of soya DOC was badly effected. Similarly realization of Soya Oil was subdued due to Govt. Policy which allowed duty free import of Edible Oil. The aforesaid factors, further fueled by lesser availability of soya seed at a very higher price, resulted in disparity in operations and the Company could crush substantially low quantity of seed during the current year. The dairy operations, was, however, profitable due to better sales realization of finished goods.

With the improvement in the world market scenario, your Directors expects the Soya business to improve.Your Directors also expects moderate growth and improved capacity utilization in Dairy business in the forthcoming year.

DIVIDEND

Due to carry over losses, no dividend is declared.

REFERENCE TO BIFR

The Companys Bank has submitted a Modified Draft Revival Package to BIFR. The company expects various reliefs and concessions as per Modified Draft Revival package .

FIXED ASSETS

During the year under review.the Company has incurred capital expenditure of Rs 46 lacs for improvement of Plant efficiency as well as in view of processing contract with FMCG company in its Dairy division.

PUBLIC DEPOSIT

The company did not invite or accept any deposit from the Public during the year under section 58A of the Companies Act, 1956. AUDITORS REPORT

The Notes to the Accounts referred to in the Auditors Reports have been properly explained in Schedule "Q" of Audited Accounts. Your Directors, however, would like to briefly clarify the Auditors Qualification in para 8 of their report as follows.-

i) No provision has been made in the Accounts in respect of demand of Central Excise and Sales Tax since, the Company has appealed against such demand before the Higher Authorities.

ii) Depreciation only to the extent of machines used has been provided and balance amount of depreciation is not provided for.

iii) Provision for doubtful debts and advances has not been made in view of efforts made bv the Companv in realizina thereof .

iv) The Accounts of the Company has been prepared as going concern basis in view of the implementation of the revival scheme approved by BIFR.

v) In view of Companys request for exemption from the provision of Section 205C of the Companies Act, 1956 pending before BIFR/Department of Company Affairs explaining justification thereof, the Company has not transferred the amount, due to Debenture holders to the credit of Investors Education And Protection Fund. Similarly, the Company has approached the Scheduled Banks to transfer the unclaimed/ unrefunded Share Application Money to the credit of aforesaid fund.

vi) Auditors Note regarding adoption of Revised AS-15 has been dealt exhaustively in Point No. 18 of Schedule Q attached to the annual accounts.

DIRECTORS

Shri R.G.Agrawal, Director of the Company retire by rotation and being eligible offer himself for reappointment. In view of the valuable contribution made by Shri R.G.Agrawal for the progress of the company, the Board of Directors recommend to the shareholder to reappoint him as Director of the company.

PARTICULARS OF EMPLOYEES

The statement pursuant to the provision of section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 is not required since none of the employee has drawn not more than Rs.24,00,000 per annum or Rs.2,00000 per month during the relevant year. AUDITORS

The statutory Auditors of the Company M/s. M.Mehta & Company, Chartered Accountants, Indore, retire at the conclusion of the 36th Annual General Meeting and being eligible offer themselves for reappointment. The Directors recommend for approving reappointment of M/s.M.Mehta & Company, Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii. That the selected accounting policies were applied consistently and the directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2010 and of the Loss of the company for the year ended on that date;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Due to prolonged sickness, continuous losses, negative net worth, BIFR status and ongoing restructuring, the Company could not finalise the constitution of Audit Committee which together with other matters giving strength to Corporate Governance is being reviewed/finalised by the Company in consultation with Auditors & Corporate Experts.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The information required under section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 with respect to these matters is appended hereto and forms part of this report.

INDUSTRIAL RELATIONS

The company continued to maintain cordial relations with its employees at all levels.

ACKNOWLEDGMENT

Your Directors acknowledge with gratitude the support received by the company from Bank, IFCI, Central Govt., State Govt., Employees and others.

By order of the Board

For : Premier Industries (India) Ltd.

DATE: 31.08.2010 RAJESH AGRAWAL

PLACE: INDORE CHAIRMAN

---

Mar 31, 2009

The directors are presenting before you the 35th Annual Report of the Company for the year ended 31.3.2009.

FINANCIAL HIGHLIGHTS

2008-2009 2007-2008 (Rs. in Lacs) (Rs.in Lacs)

Net Sales 10437 17454

Other Income 141 382

Total Receipts 10578 17836

Gross Profit/(Loss) for the year (120) 346

(before Interest, Depreciation & Abnormal expenses)

Less/Add :

Interest 145 153

Depreciation 80 82

225 235

Less : Prior years adjustment 6 1

Profit/ (Loss) for the year (351) 110

(before extra ordinary items & Prov.)

Less: Extra ordinary items -

Sundry Bal. W/off. 114 148

Less- Non compete Fees 600 0

Add/Less : Provision for

deferred Tax 119 81

Add/Less: Frinze Benefit Tax 2 2

Net Profit / (Loss) 242 175

Less/Add : Brought Forward Losses (3896) (3826)

Less :- Deferred Tax (Prior Year) 0 (245)

(3654) (3896)

Less : Transfer from General 199 199

Reserve A/c (Contra)

Transfer from Share Premium 390 390

Reserve A/c (Contra)

Balance Carried to Balance Sheet (3065) (3307)

OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS

During the year under consideration the companys turnover and other receipts stands at Rs. 10578 Lacs as against Rs. 17836 Lacs achieved during last year. The Company has incurred Loss of Rs.351 lacs as against Profit of Rs. 110 lacs earned in the previous year. However, after incorporating Extra Ordinary Items of Rs.114 Lacs (previous year Rs.148 lacs), non compete fee of Rs. 600 Lacs ( Previous Year Nil), provision for Deferred Tax Liability of Rs.119 lacs (previous year Deferred Tax Liability of Rs. 326 Lacs ) and Frinze Benefr Tax Rs.2 Lacs (previous year Rs. 2 lacs), the balance work; out to Profit of Rs.242 lacs as against Profit of Rs.175 lacs in the previous year which has been carried to Balance Sheet together with brought forward losses of earlier years.

During the year, the Company has processed 21197.M.T of Soyabean Seed as against 68804 M.T in the previous year Similarly, the Company has refined 8350 M.T. Crude Oil in its Refinery as against 14307 M.T. refined in the previous year The Soya Division recorded a net turnover of Rs.7547,lacs during the year as.against Rs. 14723 lacs in the previous year.

In Dairy Division the Company had achieved a Turnover of Rs.2890 Lacs as against Rs. 2731 Lacs in the previous year The Company continued to utilize its Manufacturing facilities by doing Job Work basis on behalf of other parties. It had processed 10752 KL of milk on behalf of third party as against 10254 KL processed during last year.

The Soya Industry has not performed well during the year; Due to worldwide recessionary trend, the export of soya DOC was badly effected. Similarly realization of Soya Oil was subdued due to Govt. Policy which allowed duty free import of Edible Oil. The aforesaid factors, further fueled by lesse availability of soya seed at a very higher price, resulted in disparity in operations and the Company could crust substantially low quantity of seed during the current year The dairy operations, was, however, profitable due to bette sales realization of finished goods. The company has also received during the year, non compete fees of Rs.6.00 crores towards interest in sugar trade and industry which has helped in substantial reduction of liabilities.

With the improvement in the world market scenario, you Directors expects the Soya business to improve. You Directors also expects moderate growth and improve! capacity utilization in Dairy business in the forthcoming year

DIVIDEND

Due to carry over losses , no dividend is declared.

REFERENCE TO BIFR

The Company has submitted a Modified Draft Revival Package to operating agency for onward submission / approval from BIFR. The company expects various reliefs and concession as per Modified Draft Revival package .

FIXED ASSETS

During the year under review, the Company has incurred capital expenditure of Rs 51 lacs for improvement of Plan efficiency as well as in view of processing contract with FMCG company in its Dairy division.

PUBLIC DEPOSIT

The company did not invite or accept any deposit from the Public during the year under section 58A of the Companies Act, 1956. AUDITORS REPORT

The Notes to the Accounts referred to in the Auditors Report have been properly explained in Schedule "Q" of Audite Accounts. Your Directors, however, would like to brief clarify the Auditors Qualification in para 8 of their report a follows:-

i) No provision has been made in the Accounts in respect of demand of Central Excise and Sales Tax since the Company has appealed against such demand before the Higher Authorities.

ii) Depreciation only to the extent of machines used has been provided and balance amount of depreciation is not provided for.

iii) Provision for doubtful debts and advances has not been made in view of efforts made by the Company in realizing thereof .

iv) & v) Auditors Note in respect of leased assets as well as in respect of Sales Tax liability are exhaustively dealt in point No. 12 and 13 respectively of schedule "Q" attached to the Audited Accounts.

vi) The Accounts of the Company has been prepared as going concern basis in view of the implementation of the revival scheme approved by BIFR.

vii) In view of Companys request for exemption from the provision of Section 205C of the Companies Act, 1956 pending before BIFR/Department of Company Affairs explaining justification thereof, the Company has not transferred the amount, due to Debenture holders to the credit of Investors Education And Protection Fund. Similarly, the Company has approached the Scheduled Banks to transfer the unclaimed/ unrefunded Share Application Money to the credit of aforesaid fund.

DIRECTORS

Shri M.S. Bidasaria , Director of the Company retire by rotation and being eligible offer himself for reappointment. In view of the valuable contribution made by Shri M.S.Bidasaria for the progress of the company, the Board of Directors recommend to the shareholder to reappoint him as Directors of the company.

PARTICULARS OF EMPLOYEES

The statement pursuant to the provision of section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 is not required since none of the employee has drawn not more than Rs.24,00,000 per annum or Rs.2,00000 per month during the relevant year. AUDITORS

The statutory Auditors of the Company M/s. M.Mehta & Company, Chartered Accountants, Indore, retire at the conclusion of the 35th Annual General Meeting and being eligible offer themselves for reappointment. The Directors recommend for approving reappointment of M/s.M.Mehta & Company, Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii. That the selected accounting policies were applied consistently and the directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2009, and of the Profit of the company for the year ended on that date;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Due to prolonged sickness, continuous losses, negative net worth, BIFR status and ongoing restructuring, the Company could not finalise the constitution of Audit Committee which together with other matters giving strength to Corporate Governance is being reviewed/finalised by the Company in consultation with Auditors & Corporate Experts.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The information required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 with respect to these matters is appended hereto and forms part of this report. INDUSTRIAL RELATIONS

The company continued to maintain cordial relations with its employees at all levels.

ACKNOWLEDGMENT

Your Directors acknowledge with gratitude the support received by the company from Bank, IFCI, Central Govt., State Govt., Employees and others.

By order of the Board For : Premier Industries (India) Ltd.

DATE : 30.07.2009 RAJESH AGRAWAL

PLACE: INDORE CHAIRMAN

---

Mar 31, 2008

The directors are presenting before you the 34th Annual Report of the Company for the year ended 31.3.2008.

FINANCIAL HIGHLIGHTS

2007-2008 2006-2007 (Rs. in Lacs) (Rs.in Lacs)

Net Sales 17454 17247

Other Income 382 178

Total Receipts 17836 17425

Gross Profit/(Loss) for the year 346 (84) (before Interest,Depreciation & Abnormal expenses)

Less/Add :

Interest 153 169

Depreciation 82 77 _ 235 _ 246

Add : Prior years adjustment 1 0

Profit/ (Loss) for the year 110 (162) (before extra ordinary items & Prov.)

Add/Less: Extra ordinery items 148 0

Less: Provision for deferred Tax 81 55

Less/Add: Frinze Benefit Tax 2 2

Net Profit / (Loss) 175 109

Less/Add Brought Forward Losses 3826 3717

Less :-Deferred Tax (Prior Year) 245 -

3896 3826

Less : Transfer from General 199 199 Reserve A/c (Contra)

Transfer from Share Premium 390 390 Reserve A/c (Contra)

Balance Carried to Balance Sheet 3307 3237

OPERATIONAL HIGHLIGHTS & FUTURE PROSPECTS

During the year under consideration the companys turnover and other receipts stands at Rs. 17836 Lacs as against Rs. 17425 Lacs achieved during last year. The Company has earned Profit of Rs.110 lacs as against Loss of Rs. 162 lacs incurred in the previous year. However, after incorporating Extra Ordinary Items of Rs.148 Lacs (previous year Rs.Nil) provision for Deferred Tax Liability of Rs.326.lacs (previous year Deferred Tax Assets of Rs. 55 Lacs ) and Frinze Benefit Tax Rs.2 Lacs (previous year Rs. 2 lacs), the balance works out to Profit of Rs.175 lacs as against Loss of Rs.109 lacs in the previous year which has been carried to Balance Sheet together with brought forward losses of earlier years During the year, the Company has processed 68804.M V of Soyabean Seed as against 96483 M.T in the previous year. Similarly, the Company has refined 14307 M.T. Crude Oil in its Refinery as against 15577 M.T. refined in the previous year. The Soya Division recorded a net turnover of Rs. 14723 lacs during the year as against Rs. 15141 lacs in the previous year.

In Dairy Division the Company had achieved a Turnover of Rs.2731 Lacs as against Rs. 2106 Lacs in the previous year. The Company continued to utilize its Tetra pak Machine partly by packing of Fruit Juice on Job Work basis on behalf of other parties. The company had processed 10254 KL of milk on behalf of third party as against 13470 KL processed dur- ing last year. Similarly, the Company had extended the agree- ment for hiring the factory premises and Plant & Equipments of another Solvent Extraction Plant and processed seed at that Plant for part of the year.

The soya industry has performed well during the year. Though the prices of soyabeen and other input such as Coal, Hexene etc . was higher, yet due to shortage in the international mar- ket, the realisation of Soya Doc was much better this year in comparison to previous year. As a result, inspite of lower processing the company has earned profit in Soya Business, The dairy industry however , has not performed well due to steep increase in milk price and other inputs and lower. realisation of Skimmed Milk Powder.

Your Directors expects moderate growth in soya and dairy business in the forthcoming year. Howeve? scarcity of rain- fall in the region till this date is a cause for concern and this may effect the future prospects.

Your Directors are also glad to inform that during the year the company has paid in full the balance term dues of Fls and Bank and has also mutually crystalised interest payable to the bank , calculated on simple basis. thereby reducing burden and cash outflows in future.

DIVIDEND

Due to carry over losses , no dividend is declared.

REFERENCE TO BIFR

The Company has submitted a Modified Draft Revival package to operating agency for on ward submission / approval from BIFR. The company expects various reliefs and concessions as per Modified Draft Revival package .

FIXED ASSETS

During the year under review, the Company has incurred capital expenditure of Rs 71 lacs for improvement of Plant efficiency as well as in view of processing contract with FMCG company in its Dairy division.

PUBLIC DEPOSIT

The company did not invite or accept any deposit from the Public during the year under section 58A of the Comparees Act. 1956.

AUDITORS REPORT

The Notes to the Accounts referred to in the Auditors Re- ports have been properly explained in Schedule "Q" of Audited Accounts. Your Directors, however, would; like to briefly clarify the Auditors Qualification in para 8 of their report as follows-

i) No provision has been made in the Accounts in respect of demand of Central Excise and Sales Tax since the Company has appealed against such demand before the Higher Au- thorities.

ii) Depreciation only to the extent of machines used has been provided and balance amount of depreciation is not provided for.

iii) Provision for doubtful debts and advances has not been made in view of efforts made by the Company in realising thereof

iv) & v) Auditors Note in respect of leased assets as well as in respect o Sales Tax liability are exhaustively dealt in point No. 12 and 13 respectively of schedule "Q" attached to the Audited Accounts.

vi) The Accounts of the Company has been prepared as going concern basis in view of the implementation of the revival scheme approved by BIFR. vii) In view of One Time Settlement (OTS) Proposal submitted to some of the Unsecured loan Parties by the Company who expects the said OTS Proposal to be cleared by them, interest of Rs. 11.16 lacs payable to these parties has not been pro- vided for.

viii) In view of Companys request for exemption from the provision of Section 205C of the Companies Act, 1956 pend- ing before BIFR/Department of Company Affairs explaining justification there of, the Company has not transferred the amount, due to Debenture holders to the credit of Investors Education And Protection Fund Similarly, the Company has approached the Scheduled Banks to transfer the unclaimed/ unrefunded Share Application Money to the credit of afore- said fund.

DIRECTORS

Shri R. G Agrawal , Director of the Company retire by rotation and being eligible offer himself for reappointment. In view of the valuable contribution made by Shri R G. Agrawal for the progress of the company, the Board of Directors recom- mend to the shareholder to reappoint him as Directors of the company.

Canara Bank, during the year, had nominated Sri Rajagopal to be a Director of the Company in place of Sri M. Sridhar Your Company welcome Sri Rajagopal and hope to benefit from vast experience of Sri Rajagopal

PARTICULARS OF EMPLOYEES

The statement pursuant to the provision of section 217 (2A) the Companies Act, 1956 and Companies (Particulars of employees) Rules, 1975 is not required since none of the employee has drawn not more than Rs. 24,00,000 per annum or Rs.2,00,000 per month during the relevant year

AUDITORS

The statutory Auditors of the Company, M/s, M. Mehta & Company, Chartered Accountants, Indore, retire and the con- clusion of the 34th Annual General Meeting and being eligible offer themselves for reappointment. The Directors ecommend for approving reappointment of M/s. M. Mehta & Company, Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii. That the selected accounting policies were applied consistently and the directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2008, and of the Profit of the company for the year ended on that date;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv That the Annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Due to prelonged sickness, continuous losses, negative net worth, BIFR status and engaing restructuring the Company could not finalise the constitution of audit comitte which together with other matters giving strength to corporate — Governance is being reviewed/finalised by the Company in consultation with Auditors & Corporate Experts.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The information required under section 217 (1) (e) of the companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 with respect to these matters is hereto and forms part of this report.

INDUSTRIAL RELATIONS

The company continued to maintain cordial relations with its employees at all levels.

ACKNOWLEDGMENT

Your Directors acknowledge with gratitude the support received by the company from Bank, IFCI, Central Govt., State Govt., Employees and others.

By order of the Board For : Premier Industries (India) Ltd.

DATE 31.07.2008 RAJESH AGRAWAL

PLACE: INDORE CHAIRMAN