M P Agro Industries Limited · Sayaji Hotels Ltd. Sayaji Airways Ltd. Bhavnagar Agro Industries...

M P Agro Industries Limited

37th AnnualGeneral Meeting

Dhanani Group of Industries

Year 2012-2013

37th Annual ReportM. P. AGRO INDUSTRIES LIMITED

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‡ BOARD OF DIRECTORS ‡

ABDUL RAZAK D. DHANANI Managing Director

KANTILAL R. PATNI Executive Director

YUNUS R. MEMON Director

MOHAMMED ASIF MEMON Compliance Officer

‡ AUDITORS ‡

M/s S. L. Chhajed & Co.

Chartered Accountants

12, Maharana Pratap Nagar

Zone-1, Bhopal, M P

‡ BANKERS ‡

HDFC Bank – Bhopal

State Bank of India (SBI) – Baroda

‡ REGISTERED OFFICE ‡

MIG – 44, Bharti Niketan,

Near, Gautam Nagar,

Bhopal – 462023 (M.P.)

‡ PLANT ‡

Village Raisalpur

Teh. & Dist.: Hoshangabad

Madhya Pradesh

NOTICE TO MEMBERS

Notice is hereby given that the THIRTYSEVENTH ANNUAL GENERAL MEETING of

the Members of M.P. AGRO INDUSTRIES LIMITED will be THURDAY, the 26th

SEPTEMBER, 2013, at 3.00 p.m. at the Registered Office of the Company to

transact the following business.

ORDINARY BUSINESS:

1. To receive consider and adopt the Audited Balance Sheet of the Company as

at 31st March 2013 and the Profit & Loss Account for the year ended on that

date and the Reports of the Board of Directors and Auditors.

2. To appoint a Managing Director in place of Mr. Yunus R. Memon, who retires

by rotation and, being eligible offers himself for re-appointment.

3. To appoint Auditors and fix their remuneration M/s. S. L. Chhajed & Co.

Chartered Accountants the retiring Auditors are eligible for re-appointment.

By order of the Board of Director

YUNUS R. MEMON

Bhopal, September 1, 2013 Director/Chairman


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NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY

NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE

EFFECTIVE, MUST BE RECEIVED BY THE COMPANY AT THE REGISTERED OFFICE

OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF

THE MEETING.

2. Pursuant to section 154 of the Companies Act, 1956 the Register of Members and

the Share Transfer Books of the Company will remain closed from Monday, the

23th September 2013 to Thursday 26th September, 2013 (both days inclusive)

3. Members/Proxies should bring the Attendance slip duly filled in for attending the

meeting.

4. Shareholders desiring any information relating to accounts are requested to write

to the company at an early date, to enable the management to keep the

information ready.

REGISTERED OFFICE:

MIG-44, Bharti Niketan,

Near Gautam Nagar, By Order of the Board of Director

Bhopal - 462023. YUNUS R. MEMON


DIRCTOR REPORT S

Your Directors present the Thirty-six Annual Report of the Company together with

Audited Statements of account for the Year Ended 31st March, 2013.

FINANCIAL RESULTS:

Year Ended on Year Ended on

31st March 2013 31st March 2012

Profit/Loss before Depreciation ( 2,46,142) ( 7,19,591)

Depreciations - 35,855

Profit/Loss before taxation ( 2,46,142) ( 7,55,446)

Balance as per last Balance Sheet (4,17,59,259) (4,10,03,813)

Profit/Loss after Tax ( 2,46,142) ( 7,55,446)

OPERATIONS:

Your Company has registered loss during the year ended 31st March, 2013, amounted Rs.

2,46,142 as compared to loss amounted to Rs. 7,55,446 during the previous year.

DIRECTORS:

Pursuant to the provisions of Section 256 of the Companies Act 1956, Mr. Yunus R.

Memon, retires by rotation at the ensuing Annual General Meeting and being eligible,

offers himself for reappointment.


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CONSERVATION OF ENERGY, TECHNOLOGY ABSORTION AND FOREIGN

EXCHANGE EARNINGS AND OUT GOES:

Information required to be disclosed under the Companies (Disclosure of Particulars in

the Report of Board of Directors) Rules, 1988 framed under Section 217 (1) (e) of the

Companies Act, 1956 is furnished in Annexure attached here to.

PARTICULARS OF EMPLOYEES:

There are no employees in respect of whom particulars as required under Section 217 (2-

A) of the Companies Act, 1956 need to be disclosed in the Directors' Report.

FIXED DEPOSITS:

The Company has not invited or accepted any fixed deposits within the meaning of

Section 58-A of the Companies Act, 1956.

INSURANCE:

All the properties and insurable interests’ of the Company have been adequately

insured to the extent required.

AUDITORS:

Members are requested to appoint Auditors to hold office until the conclusion of the

next Annual General Meeting and fix their remuneration. The Company has received

a letter from them to the effect that their appointment, if made, will be within the

limits prescribed under Section 224 (1 B) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

In terms of provisions of clause 49 of the listing agreement, the Corporate

Governance Report is attached here in as Annexure 1.

LISTING OF SHARES:

The equity shares of the Company are listed at Vadodara Stock Exchange Limited,

Vadodara, Bombay Stock Exchange Limited, Mumbai and M.P. Stock Exchanges,

Indore.

AUDIT COMMITTEE:

Pursuant to the provisions of the newly introduced Section 292A of the Companies

Act, 1956 the Audit Committee of the Board has been constituted.

DEMATERIALIZATION OF SHARES:

The Company has signed an agreement with Central Depository Services (India)

limited. All the Valued Shareholders of the Company are requested to dematerialize

their holding to take benefit of the transactions.

DIRECTORS' RESPONSIBILITY STATEMENT:

As per provisions of Section 217 (2M) of the Companies Act, 1956 the Board confirms

that:

1. The financial statements are in full conformity with the companies Act, 1956

and applicable accounting standards had been followed along with proper

explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them

consistently and made judgments and estimates that are reasonable and

prudent so as to give a true and fair view of the state of affairs of the

company at the end of the financial year and of the profit or loss of the

company for that period.


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3. The Directors have taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of this act for

safeguarding the assets of the Company and for preventing fraud and other

irregularity.

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

ACKNOWLEDGEMENT:

Your Directors acknowledge the continued co-operation and assistance received from

the state and central government authorities and company's bankers. Your Directors

express their sincere appreciation and gratitude for the whole hearted support from the

esteemed customers, tellers, business associates, shareholders and employees of the

company.

For and on behalf of the BoardYUNUS R. MEMON


ANNEXURE TO DIRECTORS' REPORT

Information as per Section 217 (1) (e) read with the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules, 1988 and forming part of theDirector's report.

1. Energy conservation measures taken Nil

2. Additional Investment and proposals if any,being implemented for reduction ofconsumption of energy Nil

3. Impact of measures at 1 and 2 above forreduction of energy consumption andconsequent impact on the cost of Not applicableproduction of goods.

4. Total energy consumption and energyconsumption per unit of production Information in form Aas perform A. is attached

5. Effort made in technology absorption Information against each asper From B Item in Form B is Nil since

the Company is notengaged in any researchand development ortechnology absorption orInnovation.

6. Activities relating to exports, initiatives Niltaken to increase exports, developmentsof new export markets for products andservices and export plans.

7. Total foreign exchange used and earned Nil


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ANNEXURE TO DIRECTORS' REPORT

Form "A"

Particulars with respect to Conservation of Energy.

(A) Power and Fuel Consumption 2012-2013 2011-2012

1. Electricity

(a) Purchased, unit KWH Total Amount Rs.

Rebate/ Unit Rs. per KWH (b) Own Generation(b) Own Generation Nil Nil

2. Coal Nil Nil

3. Furnace Oil - -

(Quantity K. Ltrs)Total Amount Rs. - -(Net of PPA Concession)Average Rate Rs. Per Liter - -(B) Consumption per Unit of production

Standards

Products (Mts of NPK Mixtures) - - -Electricity - - -Furnace Oil Liters/Mt. - - -Coal - - -Others - - -

By Order of the Board of DirectorYUNUS R. MEMON


CORPORATE GOVERNANCE REPORT

The Board of Directors of the Company continued to lay great emphasis on the

broad principles of Corporate Governance. Our pursuit towards achieving good

governance is an on going process. In so far as compliance with the requirements

under Clause 49 of the Stock Exchange Listing Agreement, the Company is in full

compliance with the norms and disclosure that have to be made in Corporate

Governance format.

1. Company's philosophy on Code of Governance

M. P. Agro industries Ltd. believes that good Corporate Governance is essential to

achieving long term corporate goals and to enhancing stakeholders' value. In this

pursuit, your Company's philosophy on Corporate Governance is led by a strong

emphasis on transparency, accountability and integrity and your Company has

been practicing the principles of Corporate Governance over the years. All

employees are bound by a Code of Conduct that sets forth Company's policies on

important issues, including our relationship with consumers, shareholders and

Governance.

2. Composition of Board

The composition of the Board is in conformity with the listing agreement with

stock exchange Mumbai. The composition of the Board and other relevant details

relating to Directors are given below:

Name ofDirector

Category DirectorshipsExcluding Pvt. Ltd.Companies Directorships

No. ofMemberships ofother BoardCommittees

No of other BoardCommittees ofwhich the directoris a chairpersons


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Mr Abdul RazakD. Dhanani

Chairman Bharat Equity Services Ltd.Liberty Fertilizers Ltd.Liberty Const. & Leasing Ltd.Sayaji Hotels Ltd.Sayaji Airways Ltd.Bhavnagar Agro Industries Ltd.

NIL NIL

MrKantilal RPatni

Director Liberty Fertilizers Ltd.Liberty Const. & Leasing Ltd.Bhavnagar Agro Industries Ltd.

NIL NIL

Mr YunusR Memon

Director Liberty Const. & LeasingLtd.Bhavnagar Agro IndustriesLtd.

NIL NIL

3. Attendance of each Director at Board Meeting and last Annual General Meeting

During The Year 2012- 2013, 7 Board Meeting were held on April 24th, 2012, June 30th,

2012, July 16th, 2012, August 7th, 2012, November 6th, 2012, January 30th, 2013 &

February 23rd, 2013, The Last Annual General Meeting of the Company was held on

September 29th 2012,

Name of Director No. of Board

Meeting Attended

Attendance at Last

AGM

Mr. Abdul Razak Dhanani 7 Yes

Mr. Kantilal R. Patni 7 Yes

Mr. Yunus R. Memon 7 Yes

4. Audit Committee

The Audit Committee Constituted in April 2000 consists of three independent Non-

executive Directors. The Members of the Committee are well versed in finance

matters, accounts, company law and general business practices.

The Composition of the Audit Committee is as under:

I. Mr. Abdul Razak D. Dhanani – Chairman of the Meeting

II. Mr. Kantilal R. Patni

III. Mr. Yunus R. Memon

The terms of reference of the Audit Committee include:

a) To review financial statements and pre-publication announcements before

submission to the Board.

b) To ensure compliance of internal control systems and action taken on internal

audit reports.

c) To apprise the Board on the impact of accounting policies, accounting standards

and legislation.

d) To hold periodical discussion with statutory auditors on the scope and content of

the audit.

e) To review the Company's financial and risk management policies.

5. General Body Meetings

Location and time where last three Annual General Meeting were held are given

below:

Financial Year Date & Location of Meeting Time2009-10 September 26th, 2010

At Registered Office of Company3:00 PM

2010-11 September 30th, 2011At Registered Office of Company

3:00 PM

2011-12 September 29th, 2012At Registered Office of Company

3:00 PM

No special Resolution requiring a postal ballot is proposed at the ensuring Annual

General Meeting.

6. Means of Communication


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The Company results and official news release are displayed on the given below

BSE Web Site: http://www.bseindia.com.

7. General Shareholders Information

Annual General Meeting

Date and Time: 26th September, 2013 At 3-00 P.M.

Venue : Regd. office At MIG-44, Bharti Niketan, Near GautamNagar, Bhopal - 462023.

8. Financial Calendar

The Company follows April - March as its financial year. The results for every quarter

beginning from April are declared in the month following the quarter except for the

last quarter, for which the results are declared in June as permitted under the listing

agreement.

9. Dates of Books Closure

September 23, 2013 to September 26, 2013 (both days inclusive)

10. Listing on Stock Exchanges

The Company's Shares are listed on Bombay Stock Exchange Ltd, Mumbai and

Madhya Pradesh Stock Exchange Ltd. in "T" Category.

10.1. Stock Code

Bombay Stock Exchange Ltd, Mumbai (physical & demat)

Code: 506543

10.2. Share Transfers:

Physical Shares for transfer are duly transferred within a period of three

weeks from the date of receipts of the documents, if found in order, The

Share transfer Committee of the company meets regularly to review and

approve transfer proposals.

11. Investor Relations:

All complains received from shareholders have cleared within the financial year. The

complaints are generally replied to within Ten (10) days from their lodgments. There

are No cases in the Court relating to the transfer of share of the Company.

12. General Information:

(a) Registrar & Transfer Agent

Link Intime India (Pvt.) Limited Unit: M.P. Agro Industries Limited

260, Shanti Industrial Estate,

Sarojini Naidu Road,

Mulund (W), Mumbai - 400080.

(b) Registered Office:

M. P. Agro Industries Limited

MIG-44, Bharti Niketan,

Near Gautam Nagar,

Bhopal- 462023.

(c) Share Complaint & Grievance mail at: [email protected]

(d) ISIN no. of the Company's Equity: INE438C01017.

(e) Equity Share in Demat form : 36,49,631 Shares

(f) Equity Share in Physical form: 21,54,223 Shares

(g) Depository Connectivity: CDSL.


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(h) Categories of Shareholding as on 31st March 2013

By Order of the Board of DirectorsYunus R. Memon


Promoters Mutual Funds Banks Insurance Company

Bodies Corporate Public Clearing Members

CEO CERTIFICATE

This is to certify to the best of my knowledge and belief:

a) That I have reviewed the Balance Sheet and Profit and Loss Accountand all its schedules and notes on accounts, as well as the Cash FlowStatement and the Directors' Report;

b) That these statements do not contain any materially untrue statementor omit any material fact nor do they contain statements that might bemisleading;

c) These statements together present a True and Fair view of theCompany and are in compliance with the existing accounting standardsand I or applicable laws I regulations;

d) I am responsible for establishing and maintaining internal controls andhave evaluated the effectiveness of internal control systems of thecompany and I will disclose to the auditors and the audit committee,deficiencies in the design and operations of internal controls, if any,and will also disclose the measures taken to rectify those deficiencies ;

e) There is no instance of significant fraud that involves management oremployees having a significant role in the Company's internal controlsystem; and

f) I have indicated to the auditors, the Audit Committee and in the noteson accounts, whether or not there were significant changes in internalcontrol and I or of accounting policies during the year.

For, M.P. AGRO INDUSTRIES LTD.

Place: Bhopal (Yunus R. Memon)Date: September 1st, 2013 Director


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Independent Auditors ReportTo,

The Members of

M.P Agro Industries Ltd.,

Bhopal.

Report on the Financial Statements

(i) We have audited the accompanying financial statements of M.P Agro

Industries Limited, Bhopal which comprise the Balance Sheet as at 31st March

2013 and Profit and Loss Account for the year ended 31st March 2013, and a

summary of Significant Accounting Policies and other explanatory

information.

Management’s Responsibility for the Financial Statements

(ii) Management is responsible for the preparation of these financial statements

that give a true and fair view of the financial position and financial

performance of the Company in accordance with the Accounting Standards

referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (“the

Act”). This responsibility includes the design, implementation and

maintenance of internal control relevant to the preparation and presentation

of the financial statements that give a true and fair view and are free from

material misstatement, whether due to fraud or error.

Auditor’s Responsibility

(iii) Our responsibility is to express an opinion on these financial statements based

on our audit. We conducted our audit in accordance with the Standards on

Auditing issued by the Institute of Chartered Accounts of India. Those

standards require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the financial

statements are free from material misstatement.

(iv)An Audit involves performing procedures to obtain audit evidence about the

amounts and disclosures in the financial statements. The procedures selected

depend on the auditor’s judgment, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal control

relevant to the Company’s preparation and fair presentation of the financial

statements in order to design audit procedures that are appropriate in the

circumstances. An audit also includes evaluating the appropriateness of

accounting policies used and the reasonableness of the accounting estimates

made by management, as well as evaluating the overall presentation of the

financial statements. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit opinion.

Opinion

(v) In our opinion and to the best of our information and according to the

explanations given to us, the financial statements give the information

required by the Act in the manner so required and give a true and fair view in

conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the State of affairs of the Company

as at 31st March 2013.

b. In the case of the Profit and Loss Account of the Loss for the year

ended on that date; and

Report on other Legal and Regulatory Requirements

(vi)As required by the Companies (Auditor’s Report) Order, 2003 (“the order”)

issued by the Central Government of India in terms of sub-section (4A) of


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Section 227 of the Act, we give in the Annexure a statement on the matters

specified in paragraphs 4 and 5 of the Order.

(vii) As required by Section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purpose of

our audit;

b. In our opinion proper books of account as required by law have been

kept by the Company so far as appears from our examination of those

books.

c. The Balance Sheet and Profit and Loss Account dealt with by this

Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and Profit and Loss Account comply

with the Accounting Standards referred to in sub-section (3C) of

Section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as

on 31st March 2013, and taken on record by the Board of Directors,

none of the directors is disqualified as on 31st March 2013, from being

appointed as a director in terms of clause(g) of sub-section(1) of

Section 274 of the Companies Act, 1956.

For S.L. CHHAJED & CO.Chartered AccountantsFirm Reg. No. 000709C

(CA Abhay Chhajed)Place : Bhopal PartnerDate : September 1st, 2013 M.No.079662

Annexure to Independent Auditor’s Report

(Referred to in paragraph [6] of the Independent Auditor’s Report of even date to

the members of M.P Agro Industries Ltd. On the financial statements for the year

ended 31 March 2013.)

1. (a) The company is maintaining proper records showing full particulars,

including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified by the management during

the year and no material discrepancies were noticed on such verification.

(c) No assets have been disposed off during the year.

2. (a) The inventory has been physically verified by the management during the

year;

(b) In our opinion, the procedures of physical verification of inventory

followed by the management are reasonable and adequate in relation to the

size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, the company is

maintaining proper records of inventory and no material discrepancies were

noticed on physical verification.

3. The company has not granted any loans, secured or unsecured to companies,

firms or other parties covered in the register maintained under section 301 of

the Act. Therefore, the provisions of clause 4(iii)[(b),(c),(d),(f) and (g)] of the

said order are not applicable to the Company.


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4. 4. In our opinion, and according to the information and explanations given to

us, there are adequate internal control procedures commensurate with the

size of the Company and the nature of its business with regard to purchase of

inventory, fixed assets and with regard to the sale of goods. During the course

of our audit, we have not observed any continuing failure to correct major

weakness in the internal control.

5. In respect of transactions entered in the register maintained in pursuance of

section 301 of the Companies Act, 1956, to the best of our knowledge and

belief and according to the information and explanations given to us.

(a) we are of the opinion that the particulars of contracts or

arrangements referred to in section 301 of the Act have been entered

in the register required to be maintained under that section; and

(b) transactions made in pursuance of such contracts or arrangements

have been made at prices which are reasonable having regard to the

prevailing market prices at the relevant time;

6. In our opinion and according to the information and explanations given to us,

the Company has complied with the provisions of Sections 58A and 58AA of

the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,

1975.

7. In our opinion, the company has an internal audit system commensurate with

its size and nature of its business;

8. The Central Government has not prescribed maintenance of cost records

under Section 209 (1)(d) of the Companies Act, 1956.

9. (a) The Company is generally regular in depositing with appropriate

authorities undisputed statutory dues Provident Fund Investor Education and

Protection Fund, Employees’ State Insurance, Income tax, Sales tax Wealth

tax, Customs Duty, cess and other material statutory dues applicable to it.

(b) No amount is disputed

10. The Company no accumulated losses nor has incurred any cash losses during

the financial year covered by our audit and the immediately preceding

financial year.

11. In our opinion and according to the information and explanations given to us,

the Company has not defaulted in repayment of dues to financial institutions,

bank or debenture holders.

12. The company has not granted any loans and advances on the basis of security

by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society.

Therefore, the provisions of Clause 4(xiii) of paragraph 4 of the order are not

applicable.

14. The company is not dealing in or trading in shares, securities, debentures and

other investments. Therefore, the provisions of clause 4(xiv) of paragraph 4

of the order are not applicable.

15. The Company has not given guarantees for loans taken by other from financial

Institution.

16. No terms loans have been obtained during the year.

17. The Company has not raised any loans on short term basis.

18. The company has not made any preferential allotment of shares to parties and

companies covered in the register maintained under section 301 of the Act


24

during the year. Accordingly, the provisions of clause 4(xviii) of the Order are

not applicable to the company.

19. According to the information and explanations given to us, the Company had

not issued any Secured Debentures during the year.

20. The Company has not raised any money by Public issue during the year.

21. According to the information and explanations given to us, no fraud on or by

the Company has been noticed or reported during the year.

For S.L. CHHAJED & CO.

Chartered AccountantsFirm Reg. No. 000709C

(CA Abhay Chhajed)Place : Bhopal PartnerDate : September 1st, 2013 M.No.079662

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2013Note 1 - Basis of Preparation

The financial statements have been prepared in accordance with generally acceptedaccounting principles (Indian GAAP) prevalent in India. The financial statements havebeen prepared to comply in all material respects with the accounting standards notifiedunder the Companies (Accounting Standards) Rules, 2006, (as amended and asapplicable from time to time) and the relevant provisions of the Companies Act, 1956.Thefinancial statements have been prepared on an accrual basis and under the historical costconvention

Note1.1 - Use of Estimates

The preparation of financial statements in conformity with generally acceptedaccounting principles requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosure of contingentliabilities at the date of the financial statements and the results of operations during thereporting period end.

Note 1.2 - Fixed Assets

Fixed Assets are valued at cost of acquisition inclusive of freight, duties, taxes, cost offinancing during construction period and expenses related to acquisition, installation,erection and commissioning.

Note 1.3 - Depreciation

Depreciation on Fixed Assets upto 31st December, 1987 is provided on straight linemethod, at the rates applicable under the income tax rates as in for at the time ofacquisition / purchase of assets.Depreciation on Fixed assets from 1st January, 1988 has been provided on straight- linemethod at the rates specified in Schedule – XIV of the Companies Act, 1956 as amendedwith effect from 16.12.93.

Note 1.4 - Investments

Investments that are readily and intended to be held for not more than a year from thedate on which such investments are made, are classified as current investments. All otherinvestments are classified as long-term investments.

Note 1.5 - Earning Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the yearattributable to equity shareholders by the weighted average number of equity sharesoutstanding during the year.

Note 1.6 - Cash and Cash Equivalents

Cash and Cash equivalents comprise cash at bank and in hand.


26

Statement of Balance Sheet as on 31st March 2013Particular Note No. March 31st, 2013 March 31st, 2012

Equity and Liabilities

Share Holder’s Fund - - - - -

Share Capital 2 5,80,39,140.00 5,80,39,140.00Reserve & Surplus 3 (4,10,16,629.53) (4,07,70,488.01)

Non Current Liabilities - - - - -

Long Term Borrowings 4 38,44,043.00 38,44,043.00Other Long Term Liabilities 5 18,54,118.62 74,92,128.00

Long Term Provisions

Current Liabilities - - - - -

Short Term Borrowings 6 68,12,226.40 43,28,236.62Trade Payables 7 4,215.43 17,979.99

Other Current Liabilities 8 4,469.00 43,48,716.45Short Term Provisions 9 28,090.00 11,236.00

Total - - - - - 2,95,69,672.92 3,73,10,992.05Assets

Non-Current Assets - - - - -

Fixed Assets(i) Tangible Assets 10 2,06,615.62 2,06,615.62

Non-Current Investment 11 2,50,00,000.00 2,50,00,000.00Long Term Trade Receivable 12 3,13,724.80 3,12,724.80

Current Assets - - - - -

Cash and Bank Balance 13 10,06,503.73 2,05,020.33Short Term Loans and Advance 14 18,45,036.74 1,02,59,389.27

Other Current Assets 15 11,97,792.03 13,27,242.03Total - - - - - 2,95,69,672.92 3,73,10,992.05

Significant Accounting Policies 1

The accompanying notes including other explanatory information form an integral partof the Financial Statement

As per our report of even date attached for and on behalf of the Board of DirectorsFor S.L. CHHAJED & CO. Abdul Razak Dhanani

Chartered Accountants Director

Firm Regn. No: 000709C

CA Abhay Chhajed YUNUS R. MEMON

Partner, M.No: 079662 Directors

Bhopal Baroda

Statement of Profit and Loss as on 31st March 2013Particular Note No. March 31st, 2013 March 31st, 2012

I. Revenue from Operations 16 - -

Less : Excise Duty (if any)II. Other Income 4,74,218.02 13,072.36

III. Total Revenue (I+II) 4,74,218.02 13,072.36

IV. Expenses : - - - - -

Cost of Materials Consumed 17 - -Purchased of Traded Goods 18 - -

Employee Benefit Expenses 19 2,47,508.00 3,84,488.00Depreciation and Amortization exp. 20 - 35,855.00

Other Administrative Expenses 21 4,72,851.54 3,48,175.25

Total Operating Expenses 7,20,359.54 7,68,518.25V. Profit/(Loss) before Exceptional andextraordinary and Tax (III-IV)

(2,46,141.52) (7,55,445.89)

Vi. Exceptional Items - -VII. Profit/(Loss) before ExtraordinaryItems and Tax (V – VI)

(2,46,141.52) (7,55,445.89)

VIII. Extraordinary Items - -IX. Profit before Tax (VII-VIII) (2,46,141.52) (7,55,445.89)X. Tax Expenses - -

XI. Profit/(Loss) for the Year (IX-X) (2,46,141.52) (7,55,445.89)

Earning Per Equity Share

(1) Basic (0.04) (0.13)(2) Diluted - -

As per our report of even date attached for and on behalf of the Board of DirectorsFor S.L. CHHAJED & CO. Abdul Razak Dhanani

Chartered Accountants Director

Firm Regn. No: 000709C

CA Abhay Chhajed YUNUS R. MEMON

Partner, M.No: 079662 Director

Bhopal Baroda


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Notes Forming Part of Balance Sheet as on 31st March 2013Note – 2 As at

31st March 2013As at

31st March 2012Share CapitalAuthorized Capital60,00,000 Equity Share of Rs. 10 each

6,00,00,000.00 6,00,00,000.00

Issued, Subscribed and Paid Up58,03,914 Equity Shares of Rs. 10 each fully paid in cash

5,80,39,140.00 5,80,39,140.00

Total 5,80,39,140.00 5,80,39,140.00a. Reconciliation of the Number of share outstanding at the beginning and at the end of

the Reporting period.Equity Shares 31st March 2013 31st March 2012

Share no. Amount Share no. AmountAt the beginning of theyear

58,03,914 5,80,39,140.00

58,03,914 5,80,39,140.00

Add: Issued during theyear

- - - -

Outstanding at the endof the year

58,03,914 5,80,39,140.00

58,03,914 5,80,39,140.00

b. Details of share holders holding more then 5% sharesName of theshareholder

31st March 2013 31st March 2012

No. ofShares

% holding No. of Shares % holding

Bhavnagar AgroIndustries Ltd.

7,65,000 13.18 7,65,000 13.18

Liberty Fertilizers Ltd. 6,10,000 10.51 6,10,000 10.51Liberty Construction &Leasing Ltd.

4,97,000 8.56 4,97,000 8.56

Abdul Razak Dhanani 4,65,700 8.02 4,65,700 8.02Liberty Fertilizers Pvt.Ltd.

4,43,879 7.65 4,43,879 7.65

Bharat Equity ServicesLtd.

4,03,224 6.95 4,03,224 6.95

c. Terms/Right Attached to SharesThe Company has only one class of shares referred to as equity shares having a par valueof` Rs. 10.Each holder of equity shares is entitled to 1 vote per share with same rights,preferences. In the event of liquidation of the Company, the holders of equity shares willbe entitled to receive the remaining assets of the company, after distribution of allpreferential amounts. The distribution will be in proportion to the number of equity

shares held by the shareholders.Note – 3 31st March 2013 31st March 2012

a. Reserve & SurplusCapital Reserve/Any Other ReserveOpening Balance 9,88,771.00 9,88,771.00Add: Current Year Transfer (If any) - -Less : Written Back in Current Year - -Closing Balance 9,88,771.00 9,88,771.00

b. Surplus as per Statement of Profit & LossBalance brought forward loss (4,17,59,259.01) (4,10,03,813.12)Add: Profit & Loss for the Year (loss) (2,46,141.52) (7,55,445.89)Amount Available for Appropriation (4,20,05,400.53) (4,17,59,259.01)Less: Appropriation - -Balance in Profit & Loss Account (4,20,05,400.53) (4,17,59,259.01)Total of (a – b) (4,20,05,400.53) (4,17,59,259.01)

Note – 4 Non-Current Portion Current Maturities31st March 2013 31st March 2012 31st March 2013 31st March 2012

Long TermBorrowingSecured Loan 38,44,043.00 38,44,043.00 - -MPSIDC InterestFree Loan(Interest free salestax loan fromgovernment of MPSecured byequitablemortgages onimmovable assetsand hypothecationon movable assets)Total 38,44,043.00 38,44,043.00 - -Note – 5 31st March 2013 31st March 2012Other Long Term LiabilitiesLoan from Other Body Corporates

Sayaji Hotels Ltd. – Indore 23,68,794.00 64,64,000.00Loan from Director

Abdul Razak Dhanani 10,28,128.00 10,28,128.00Total 33,96,922.00 74,92,128.00


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Note – 6 31st March 2013 31st March 2012Current LiabilitiesShort Term BorrowingLoans & Advance from Related Parties 52,69,423.02 43,28,236.62Note – 7Trade Payables 4.215.43 17,979.99Note – 8Other Current Liabilities 4,469.00 43,48,716.45Note – 9Short Term Provisions 28,090.00 11,236.00Note – 10Fixed Assets (Tangible Assets) 2,06,615.62 2,06,615.62

Note – 11Non - Current InvestmentUn-Quoted Investment

Bharat Equity Services Limited(25,00,000 numbers of equity shares of Rs. 10/- each)

2,50,00,000.00 2,50,00,000.00

Note – 12Other Non-current AssetsUnsecured and Considered as good 3,13,724.80 3,12,724.80Note – 13Cash and Bank Balance

Cash 70,800.64 66,567.64Bank Balance- BMC Bank – Baroda 1,636.46 3,473.23- BMC Bank – Bhopal - 674.27- HDFC Bank – Baroda 1,94,088.60 20,435.81- HDFC Bank – Bhopal 12,205.91 12,171.91- State Bank of India 7,27,772.12 1,01,697.47

Total 10,06,503.73 2,05,020.33Note – 14Short Term Loans and AdvanceLoan and Advance to Related Parties 18,45,036.74 1,02,59,389.27Note – 15Other Current AssetsTDS Receivable 11,97,792.03 13,27,242.03

Notes Forming Parts of Profit and Loss Statement as on 31st March 2013

Note – 16 As at31st March 2013

As at31st March 2012

RevenueSales of Product - -Other Operating Revenue 4,74,218.02 13,072.36

Less: Excise Duty - -Total of Revenue 4,74,218.02 13,072.36

Note – 17Cost of Materials Consumed - -

Note – 18Purchases - -

Note – 19Employee Benefit Expenses

Salary & Wages Expenses 2,31,405.00 3,68,610.00Staff Welfare Expenses 16,103.00 15,878.00

Total 2,47,508.00 3,84,488.00Note – 20Depreciation & Amortization Expenses - 35,855.00

Note – 21Other Administrative Expenses

Internet and Computer Expenses - 550.00Office and General Expenses 2,27,391.35 1,50,136.75Vehical Expenses 10,481.00 8,781.00VSE Expenses 1,000.00 1,300.00Legal and Professional Expenses 1,77,487.15 1,20,771.42Rates & Taxes (excluding Income Tax) 26,901.00 25,871.00Finance Expenses 1,501.04 275.00Pre-operating Cost W/off - 25,393.08Audit Fees 28,090.00 15,097.00

Total 4,72,851.54 3,48,175.25


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Note – 22AS-20: Earning per share (EPS) - EPS is calculated by dividing the profit attributable to theequity shareholders by the average number of equity shares outstanding during the year.Numbers used for calculating basic and diluted earnings per Equity Share are as stated below:-Particulars 2012-2013 2011-2012Net profit/(Loss) after Tax available for EquityShare Holder (in Rs._)

(2,46,141.52) (7,55,448.89)

Weighted average number of Equity Sharesoutstanding during the year (In numbers)

58,03,914 58,03,914

Basic and diluted earning per share (in Rs._) (0.04) (0.13)Nominal Value per Share (in Rs._) 10 10

Note – 23 31st March 2013 31st March 2012Contingent Liabilities not Provided for in respectof:Income Tax Act. - -Based on legal advice, discussions with the solicitors etc. the management believes that thereis fair chance of decisions in the Company's favor in respect of all the items listed above andhence no provisions is considered necessary against the same. The management believes thatthe ultimate outcome of these proceedings will not have a material effect on the company'sfinancial position and results of operations.

Notes to Accounts as on 31st March 2013

Note - 24: Books of Accounts of Baroda corporate office has been merged with the accounts of

Bhopal Office.

Note - 25: Investments in Bharat Equity Services Ltd of Rs. 250 lacs at rate of Rs. 10 and same is

face value of Investment (unquoted Investment). Since it is unlisted Market Value is at par.

Note - 26: Secured Loans of Rs.38.44 Lacs are from Madhya Pradesh State Industrial

Development Corporation Limited are still unpaid.

Note - 27: Contingent Liabilities: 2013 2012(Rs. in Lacs) (Rs. in Lacs)

(a) Bank Guarantee issued in favour ofChhatisgarh Commercial Tax. 0.05 0.05

Note - 28: Legal & Professional charges Include payments to auditors for;

Audit Fees 0.11 0.11Tax Audit Fees 0.17 0.00

__________ _______0.28 0.11

Note - 29: Some of the Debtors, Loans & Advances are unconfirmed.

Note - 30: Managerial remuneration paid during the year Rs. Nil (Previous year Rs Nil) value

benefits in cash or kind and commission paid to Managerial personnel Rs. Nil (previous years Rs

Nil).

Note - 31: No Provision for Income Tax made during the year. No assessment proceedings

pending against the Company during the year 2012-13.

Note - 32: Related party disclosure- During the year company entered in to transactions with

related parties those transactions along with related balances as at 31-03-2013 and for the year

then ended are presented in the following table.

a. Managerial Personnel : Mr. Abdul Razak Dhanani

Mr. Kantilal R. Patni

Mr. Yunus R. Memon

b. List of related parties with whom

Transaction has taken place during

the year along with nature and value

of transaction

(Rs. in Lacs)

Nature of Transaction Promoters/Shareholders Associates

1. Unsecured Loans

Green Fertilizers - 40.00

Sayaji Hotels, Indore - 23.69

2. Investments

Bharat Equity Services Ltd. - 250.00

3. Loans & Advances


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Sara Sole Pvt. Ltd. - 1.16

Kruger Chemical Ltd. - 12.95

Ahilya Hotels - 3.43

Bhavnagar Agro Industries Ltd. 0.01(Dr) -

Abdul Razak Dhanani 10.28(Cr) -

Bharat Equity Services 0.56(Dr) -

Note - 33: No Depreciation has been charged during the year.

Note - 34: Figures in respect of the previous year have been regrouped/ rearranged wherever

necessary.

As per our report of even date attached for and on behalf of the Board of DirectorsFor S.L. CHHAJED & CO. A.R. DhananiChartered Accountants DirectorFirm Regn. No: 000709C

CA Abhay Chhajed YUNUS R. MEMONPartner DirectorM.No: 079662

Bhopal BarodaSeptember 1st ,2013 September 1st ,2013

CASH FLOWS STATEMENT FOR YEAR ENDED 31ST MARCH 2013A. Cash Flows from Operating Activities 2012-2013Net Profit before Tax and Extra Ordinary Items (2,46,142)Adjusted for -Provision for pre-expenses 79,678Credit Balance W/offProvision for Audit Fees & Insurance

(4,67,956)30,899

Debit Balance W/Off 3,770Other Receipts (6,263)

(3,59,872)Operating Profit before Working Capital Changes (6,06,014)Adjusted for -Loan & Advance 17,04,020Trade and Other Receivable 6,74,916

23,78,936Cash Flow before Current Liabilities & Provision 17,72,922Current Liabilities (9,60,203)Provision (11,236)

(9,71,439)Net Cash from Operating Activities 8,01,483B. Cash Flow from Investing Activities

-Net Cash from Investing Activities 8,01,483C. Cash Flow from Financing Activities

Net Cash used in Financing Activities -Net Decrease in Cash and Cash Equivalents 8,01,483

Cash & Cash Equivalents (Opening) 2,05,020Cash & Cash Equivalents (Closing) 10,06,504

Auditors CertificateWe have checked the above cash flow Statement of M P Agro Industries Limited foryear ended 31st March 2013 from the audited accounts of the company and havefound it in accordance therewith.

For S L Chhajed & Co.,Chartered Accountant

CA Abhay Chhajed,Partner,

M No. 079662


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BALANCE SHEET ABSTRACT AND COMPANY'S GENERALBUSINESS PROFILE:

1. Registration Details:Registration No. 1354State Code 13Balance Sheet Date 31st March, 2013

2. Capital raised during the year: (Amount in Thousand)Public Issue NILRight Issue NILBonus Issue NILPrivate Placement NIL

3. Position of Mobilization and deployment of Funds: (Amount in Thousand)Total Liabilities 29569Total Assets 29569Sources of Fund:Paid up capital 58039Reserves & Surplus 989Secured Loans 3844Unsecured Loans 3396Application of Funds:Net Fixed Assets 206Net Current Assets 3042Miscellaneous Expenditure -Accumulated Losses 41016

4. Performance of Company: (Amount in Thousand)Turnover 000Total Expenditure 720Profit (Loss) before Tax -246Profit (Loss) after Tax -246(Tick appropriate box + for profit, - for loss)Earning per Share in Rs. NILDividend Rate % NIL

5. Generic Names of Three Principal products Services of Company:Item Code (ITC Code) 301.30Product Description Manufacturing of NPK Fertilizers

ATTENDANCE SLIPM P AGRO INDUSTIRES LIMITEDMIG-44, Bharti Niketan, Near Gautam Nagar, Bhopal – 462023 (M P)Please complete this attendance slip and hand it over at the entrance of the MeetingHall

1. Name of the Share Holder2. Regd. Folio No./Client ID/DP ID.3. No of Shares held4. Name of Proxy

I hereby record my presence at the 37th Annual General Meeting at Registered Officeof the Company on Thursday, 26th September 2013 at 3.00 P. M.

Member’s/Proxy’s SignatureNote: the Copy of the Annual Report may please be brought to the Meeting Hall

Proxy FromM P AGRO INDUSTRIES LIMITEDMIG-44, Bharati Niketan, Near Gautam Nagar, Bhopal – 462023 (MP)

Register Folio No.I/WeOfbeing a member/members of above named company hereby appoint

ofor failing him/herofas my/or proxy to attend and vote on me/us any my /our behalf at the 37th AnnualGeneral Meeting of the Company to be held on Thursday, 26th September, 2013and/or at any adjournment thereofSigned this day of 2013

Note: the proxy must be deposited at the Registered Office of the Company not lessthan 48 hours before the time of holding the meeting. The Proxy need not bemember of the Company.

Affix 1 Rs.RevenueStamp


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