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IntegratedFarm Solutions

Seeds Research

2011-12

Annual Report

Soil Health Products

+SolventExtractionFertilizers

SHIVA GLOBAL AGRO

INDUSTRIES LTD.

PerformanceHighlights

** *

` in Crores

* * *

` in Crores

* * *

` in Crores

* Consolidated figure

Registered Office & WorksShri Hanuman Nagar,Osman Nagar Road,Village - Dhakni, Nanded 431 708,Maharashtra.

AuditorsM/s. J. P. Falor & Co.Chartered AccountantsSanman Towers, Vazirabad,Nanded 431 601, Maharashtra.

BankersUnion Bank of India,Santkripa Market, G. G. Road,Nanded 431 601, Maharashtra.

COMPANY INFORMATION

OVERVIEWChairman’s Message 02

Director’s Message 03

Management Discussion and Analysis 04

Human Resources 09

Corporate Social Responsibility 10

Board of Directors and Independent Directors 11

ReportsNotice 13

Director’s Report 16

Corporate Governance Report 20

Financial Statements

Standalone Financial StatementsAuditor’s Report 29

Balance Sheet 32

Statement of Profit and Loss 33

Cash Flow Statement 34

Notes on Financial Statements 36

Consolidated Financial StatementsAuditor’s Report 53

Balance Sheet 54

Statement of Profit and Loss 55

Cash Flow Statement 56

Notes on Financial Statements 58

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02

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Share Transfer AgentAarthi Consultants Pvt. Ltd.1-2-285,Domalguda,Hyderabad 500 029,Andhra Pradesh.

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products. We continue to steer growth with our strategy of providing a complete basket of products and services to the Indian farmer. Our products and customer relationships, robust distribution network and knowledge-driven services are the key in this regard.

India is a major importer of fertilizers. Currrently it imports 20% of Nitrogen, 80% of phosphorus and 100% of Murriate of Potash. Aiming to reduce imports of P, the Government is encouraging use of SSP fertilizer. As a result, the fertilizer segment of the Company is poised for good growth. Global phosphate rock supply, forecast at 256 MT in 2016, grew by 43 MT compared with 2011. Demand and production capacity for phosphate, a major input for fertilizers, is expected to grow about 20% by 2015. Potash demand and capacity will increase 14% and 42% respectively. The Company plans to set up BRP and SSP manufacturing plants at Meghnagar and Heerapur in Madhya Pradesh after getting final mining lease to MP State Mining Corporation Ltd., Bhopal with whom we are having MOU for supply of Rock Phosphate.

On the seed front, our Bt Cotton has already hit the market. As promised in my last message, we have continued our research to provide quality seeds and the introduction of our Bt Cotton is a step in this direction. Our R&D in paddy has also brought good results and we are poised to grow faster in this field as well. Our R&D teams work closely with farmers in different regions to recognize and understand their needs and deliver customized solutions using our wide range of seeds and soil health products.

Our bio-fertilizers and growth stimulants are also finding wide acceptance. We are endeavouring to educate farmers to adopt soil-specific crop pattern and use of quality seeds and fertilizers to increase productivity. We are also encouraging farmers to use technological resources efficiently.

We are proud to be a part of this growth journey in the agricultural space. As it is our responsibility to ensure food security for our country, we will continue to build strong business partnerships and healthy relationships with our communities, knowing they are a vital part of our business success. And we will continue to invest both time and money to make this happen.

I am grateful for your support and continued investment in Shiva Global Agro. I look forward to the next stage of growth and a stronger performance in 2012 and for years to come.

With warm regards,

Omprakash K. GildaFounder and Chairman

Chairman’s Message

Overview

Dear Shareholders,

In fiscal 2011-12, the economy faced several challenges, including high inflation and volatile capital flows due to a combination of global and domestic factors. This is the time to leverage India’s affordability advantage and stir up the food value chain. The most robust way to grow businesses and uphold a competitive edge is through innovation, technology advancement and a customer centric approach.

Growing populations and rising incomes in developing economies have contributed to the increased demand for food and nutrient products. This will fuel the demand for fertilizers in the long-term. Supply and demand dynamics continue to provide the impetus for richer, sustainable and protein-rich food sources. Crop nutrients and fertilizers play a key role in the efforts to increase agricultural productivity. While nutrient reserves in the soil do not increase and recycling organic material is not enough for higher growth, the increased production of fertilizer can really make a difference. The fertilizer market is not only an important market in terms of size, but also a critical industry serving global food production. Mineral fertilizers adapted to specific crops, soils and climatic conditions present an optimal nutrient balance to maximise crop yield and quality whilst minimizing environmental impact.

According to International Fertilizer Industry Association (IFA), the global demand for fertilizer is expected to increase by 2.5% during 2012-13. Fertilizer demand will continue to grow about 2% annually until 2016-17. Total nutrient sales in the fertilizer and industrial sectors in 2016 are forecast at 245 MT nutrients, representing a 9% increase compared with 2011 and an average annual growth rate of 1.8%. This is good news for Shiva Global Agrosince we are well entrenched in the fertilizer segment.

Seed and fertilizers have gained immense importance. With the introduction of Nutrient-Based Subsidy (NBS) Scheme, the Government is encouraging the use of soil-specific nutrients. Introduced from 1st April, 2010, NBS has had a positive effect for all the stakeholders, viz. the Indian farmer, the fertilizer industry and your Company. In conjunction with improved production planning and cost management, better margins have become attainable in the fertilizer sector. The Indian fertilizer industry is now on a new growth trajectory and the strong growth in food crops production as well as attractive prices should have a positive impact on agri-exports from India.

Shiva Global Agro is aware of the fact that the target to achieve food self-sufficiency will be a key driver for the fertilizer industry. Currently, demand for fertilizers outstrips supply and we are trying to reduce this gap by offering advanced fertilizers, seeds and soil health

Reports | Standalone Financial Statements | Consolidated Financial Statements

3Shiva Global Agro Industries Ltd. Annual Report 2011-12

Director’s Message

Dear Shareholders,

The macro-economic scenario in year 2011-12 was influenced by weak global economic environment owing to the challenges in the Eurozone, political turmoil in Middle East and North Africa and concerns of a US economy downgrade by rating agencies. In India, the sentiment has been dampened due to high inflation, political paralysis and regulatory overhang. With the agriculture and services sectors continuing to perform well, India’s slowdown can be attributed to declining industrial growth. In addition, irregular rainfall affected consumption of fertilizers in the Rabi season as farmers favoured urea and low-grade phosphatic fertilizers. Despite this challenging scenario, the Company fared well and delivered a good performance.

During FY2011-12, our Consolidated Net Income increased almost 10.56% over the previous financial year to ` 399 crores. EBITDA margins for the consolidated entity improved by 37 basis points to 7.07% and increased almost 19% over the previous year to ` 28 crores. Our arms, viz. Kirtiman Agro Genetics Ltd. Shiva Parvati Poultry Feed Pvt. Ltd., Ghatprabha Fertilizers Pvt. Ltd. and Shrinivasa Agro Foods Pvt. Ltd. had a good year and recorded a cumulative turnover of ` 287 crores.

The Indian seed market has experienced good growth over the past few years. This development was mainly in the form of adoption of hybrid seeds in order to meet the demand for agricultural food products in the country. This market continues to present huge opportunity for innovation and progressive research. We have already launched our Bt cotton seed in the market and the initial response has been encouraging. Our Bt Cotton ‘Mahasamrat’ and ‘Mahesh’ varieties gained popularity during the year. In addition, our research paddy seeds,viz. ‘Hina’ and ‘Kanchan’varieties, received a good response from the market and were in short supply during the year due to increased demand. During the year we deposited more than 4,000 lines of field crops and about 1,218 lines of vegetables in the Gene Bank. We will continue our research to boost production and productivity. Kiritman, our seeds vertical, recorded a turnover of ` 35 crores for the year, demonstrating our strength in the seed business.

Our solvent business registered growth in the previous year. Demand for oil and DOC has been good. However, constant changes in soya bean prices have been a challenge. We are well prepared to face and expect our solvent business to remain steady.

We are committed to grow our business. As planned, our BRP plant has become fully operational, giving strength

to our SSP unit. The production of SSP has increased with the increase in availability of Rock phosphate consequent to the production of BRP at its own plant. SSP has shown tremendous growth of 37.1% YoY during April 2011 - February 2012. The Government’s new Nutrient Based Subsidy (NBS) scheme is a step in the right direction. Not only will it drive producers as well as importers to improve production, procurement and distribution efficiencies, the introduction of policies suiting the needs of SSP industry will give us higher growth in the coming years.

Our key approach has been to create a robust retail distribution network. Our focused farmer outreach programme is not only helping us understand agri-challenges better, our solutions are also empowering Indian farmers with informed decision making in farm practices. Our success lies in our understanding local requirements and distribution of material according to the needs of the area. Our initiatives at the marketing and distribution level have been well received and helped us in our growth. The Company is planning to enter new markets in Maharashtra, viz. Jalna, Aurangabad, Nagar and Jalgaon districts.

Shiva Global Agro is committed to educate farmers about quality seeds and use of soil-specific fertilizers that can improve the yield for improved economic gains. We are constantly endeavoring to create a deeper pan-India agri-rural network to deliver our fertilizers and seeds to more farmers on an ongoing basis.

We remain focussed on augmenting our R&D capabilities by investing in our employees, processes and equipment. The Company strongly believes in training and developing employees through various initiatives. Our capability to discover, develop and deliver helpful products and solutions to help farmers increase yields, fight agronomic challenges, increase profitability and deliver better products to customers forms the core of our strategy.

We will continue to grow across the agricultural value chain and become a trusted partner of the Indian farmer by remaining focussed on delivering superior results and providing value to our customers and shareholders in a responsible and inclusive manner. We believe these strong fundamentals will allow us to demonstrate our strength, reliability and diversity in product and service offerings across the agriculture value chain in 2012.

Regards,

Deepak S. MaliwalDirector, Finance and Operations

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Small and marginal farmers prefer using Single Super Phosphate (SSP) fertilizer because it is affordable andcost-efficient. SSP fertilizer contains sulphur and calcium besides phosphorus, making it an ideal fertilizer toeliminate sulphur deficiency in the soil. This, in turn, helps increase yields.

The Government of India included sulphur in the NBSpolicy from 1st April, 2010, providing a level playing field for SSP manufacturer’s vis-à-vis Diammonium Phosphate (DAP) and other complex fertilizer makers. The NBS policy will eventually guarantee availability of SSP fertilizer, which is farmer and environment friendly. Increased use of SSP will also help conserve foreign currency to the extentit will substitute the import of finished P (phosphorus) andK (potassium) fertilizers.

In the past, biased regulations mandated a lower subsidy for P content compared to DAP and insufficient price revisionsaffected the profitability of the SSP industry. However, under the new subsidy regime, increased consumption of SSP should rekindle the fertilizer manufacturers’ interest in this product line. Furthermore, with the addition of a separate subsidy for micronutrient carrying customized fertilizers, their production and consumption should increase as well.

Manufacturing fertilizers has been our core activity since 1993. Currently, Shiva Global Agro and its subsidiary Ghatprabha Fertilizers manufacture SSP and NPK mixed fertilizers at our facilities in Nanded, Raibag and Karad in Maharashtra. Phosphate is the key ingredient in bothproducts and with India importing most of this raw material, buying phosphate in the market increases costs for fertilizer manufacturers. Therefore, to remain cost-effective, Shiva Global Agro launched backward integration in rock phosphates, which has helped to cutcosts and increase production during the year by 54.51% to cross 81,000 metric tonnes (MT).

OUTLOOK

According to the International Fertilizer Association(IFA), global fertilizer demand in 2011 grew by 2.8% on the back of high food prices and strong demand foragri commodities. World nutrient consumption in 2011 reached 177 million tonnes (in terms of nutrients), rising by 3% compared to 2010. It will grow by another 2.5% in 2012-13 to reach 181 MT of nutrients (nitrogen, phosphate and potassium). However, global fertilizer demand and price levels were sluggish between December 2011 andthe first quarter of 2012.

The fertilizer industry operated at 83% of installed capacity compared with 82% in 2010. Fertilizer demand

in 2012-13 should grow at a moderate rate due to lower commodity prices and uncertain economic conditionsin Europe. According to the Food and AgricultureOrganization (FAO), 77% of future growth in cropproduction should come from increased yields withfertilizers playing a crucial role in achieving this.

India’s grain output needs to cross 280 million MT by theyear 2020 to meet the food requirements of its people. Since arable land is limited, increasing crop productivity is the only answer to address increased demand. Theneed to provide crop-specific, location-specific andsite-specific grades of fertilizer is of vital importance and Shiva Global Agro is poised to achieve this goal.With a strong sourcing strategy and an effective nationaldistribution network, we have emerged as the mostadaptable agri-nutrition provider.

The Government`s NBS Policy, granting infrastructurestatus to the fertilizer sector and cash payment of subsidy (instead of bonds) will promote investment inthe sector and eventually replace imported finishedfertilizer products. The Company is better placed to reapthe benefits considering its basic strengths like highintegrated capacity, multi-geographical locations and established brands.

Considering the huge gap between demand and supply,urea sales should not come under pressure in theshort term. The Government’s increased focus on foodproduction holds out a lot of hope to the fertilizer Industry.We believe our unique position across the agriculturalvalue chain and higher market penetration will fuel our growth and allow us to continue delivering value to all of our stakeholders.

SSPSegment

MANAGEMENT DISCUSSION AND ANALYSIS

Overview



Seed is the most important input component in agriculture.The development of the seed industry in India mirrorsthe growth in agricultural productivity over the past fourdecades. India has the second largest area of farmland andthe largest area of irrigated land in the world. And alongwith its vast germplasm diversity, its seed industry servesboth domestic and international markets.

The global seed market grew at a CAGR of 5.6% during2005-2011 with the increasing adoption rate of geneticallymodified crops around the globe supplementing thesales value of the seed market. Additionally, increasedproduction of bio-fuels in the main economies as an answerto traditional fossil fuel has increased the demand for cornseeds and oil seeds.

With a market size of `f 10,000 crores, India’s seed marketis one of the biggest in the world, double of what it wasbefore Bt muscled its way into the Indian agriculturallandscape. According to official data, India produced35.34 million quintals of seeds in 2011-12 compared withthe requirement of 33.02 million quintals.

With limited arable land, quality inputs such as seeds arethe key to raising production to feed a growing population.A substantial portion of seed production takes place inthe unorganized sector that offers low-quality and oftenspurious seeds, albeit at cheaper rates. Consequently, itis important that the government retains subsidies andpromote private players to get into seed production.

Shiva Global Agro’s subsidiary Kirtiman AgroGenetics Ltd. develops seeds for high-yielding cropsand undertakes agricultural research. Our productionof research and hybrid seeds and ability to manufactureraw materials enables us to supply quality, cost-effectiveproducts to Indian farmers. While our research facilitiesat Aurangabad in Maharashtra develop various seedvarieties, our state-of-the-art centre at Medchal in AndhraPradesh does exclusive research on paddy.

Internationally known plant breeders head our researchteam and the Department of Science and IndustrialResearch has recognized our R&D unit, which boasts of infrastructure for both molecular and aided breeding.The Directorate of Research of Mahatma Phule KrishiVidyapeeth at Rahuri in Maharashtra has also certified ourR&D lab. Our researchers focus primarily on developingbetter varieties of cotton, paddy, maize and bajra seeds,especially high-yielding hybrids for the summer crop.During the past year, our team of highly qualifiedscientists developed and launched a research variety of paddy seed.

During the year, our cotton offerings “Mahasamrat” and“Mahesh” Bt cotton seeds gained popularity and demand

outstripped supply for our paddy varieties “Kanchan” and “Hina”. Indeed, our premium products have gainedacceptance in the markets, enabling us to expand ourgeographical reach as well as product line rapidly. Wecontinue to grow in Maharashtra, Gujarat, Madhya Pradesh,Uttar Pradesh, Rajasthan and Haryana.

During the last few years, we took number of steps toexpand our manufacturing capacities and infrastructurefacilities. Strategic tie-ups with key raw materials suppliers,which are critical for operations, ensure timely availabilityof raw material for operating the plant at optimal capacity.

Kirtiman’s hybrid seeds are ushering in a qualitativechange and revolutionizing India’s farming sector.Intensive multi-location testing at our labs ensures speedydelivery of potential products to the market gives us anedge over the competition and makes seeds one of ShivaGlobal Agro’s most promising business units.

Seeds


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Our research activities are primarily focused on developing better varieties of cotton, paddy, maize and bajra seeds with a focus towards developing high-yielding hybrids.

ACHIEVEMENTS

about 1,218 lines of Vegetables in the Gene Bank;

multiplied, evaluated and characterized for major

characters and Crops (Cotton, Bajra and Maize etc.)

PADDY

Results are awaited.

This season 177 test crosses are being screened.

maintained.

multiplied as breeder seed.

COTTON

rd

June, 2010 and work on introgression and development

of Bt hybrids started, progressed and flourished.

904, Mahabalwan 932, KCHH-2101, KCHH-1049,

KCHH-2739, KCHH-2108, KCHH-2505) & One

Standing Committee of GEAC, GOI; these hybrids

displayed better performance than best checks both

in Station Trials and SAU Trials; accepted by the

farming community.

BAJRA

hybrids, viz. i) KBH 261 ii) KBH 287-36 and

trials found better than the best.

OKRA

than the best in the market not only for fruit yield but

also for Yellow Vein Mosaic Virus resistance (YVMV).

KOH-992, particularly, has high resistance to YVMV

delivers better fruit quality; due to their promising

performance both hybrids have been promoted

for 2nd year ICAR testing in K-2012; production of

KOH-992 was also taken up by the Production

Department during the year.

TUR

seeded KPP-5014 found better than the best in their

category in station trials; the seed multiplication of

KPP-2911 taken up during K 2012 by the Production

Department.

Other Crops: Identified

(KS-1105) gram.

Overview



A growing population and rise in incomes is giving impetus to the edible oil market in India. According to the Solvent Extractors’ Association of India, demand for edible oil should increase to 22.5 million tonnes by 2015, with imports rising to 10 million tonnes. India imports about 6 million tonnes of edible oil to meet the domestic demand of about 13 million tonnes annually, making the country one of the largest importers of vegetable oils. In addition, the growing retail sector is expected to emerge as a major growth driver for the Indian edible oil industry. Increasing awareness about health benefits should boost the growth of the edible oil market in India.

Compared to demand growth for edible oils, domestic oil and oilseed production has remained stagnant due to low productivity in under-irrigated areas. Moreover, there has been a considerable decrease in supply with farmers moving from oilseeds to other crops, leading to over 53% of edible oil being imported, with palm and soya accounting for over 90% of the imported volume. Palm oil has the highest consumption in India followed by soybean oil and mustard oil. The fact that palm oil in a regular ingredient in the Indian diet shows that oil as a nutrient to healthy living has gained wide acceptance. India is one of the largest buyers of Indonesian Crude Palm Oil (CPO) with over 80% imported from Indonesia.

Our subsidiaries Shiva Parvati Poultry Feed Pvt. Ltd. and Shrinivasa Agro Foods Pvt. Ltd. produce edible and non-edible oil. We offer better quality products and utilization of technology and are setting up a new expander for high oil yield and high protein content in poultry feed serving. We have also started installing a Hypro unit that will retain high protein content in poultry feed serving.

Year Edible Non-Edible Total

2007-2008

5,508,410 647,685 6,256, 095

2008-2009

8,183,360 453,599 8,642, 959

2009-2010

8,823,338 418,068 9,241, 406

2010-2011

8,371,459 295,770 8,667, 229

2011-2012*

9,000,000 300,000 9,300, 000

* Estimated Source: Solvent Extractors’ Association

Solvent Extraction and De-oiled cakes

We offer better quality products and utilization of technology and are setting up a new expander for high oil yield and high protein content in poultry feed serving.

ON STICKY GROUNDS

Vegetable oil imports (in tonnes)

Raw material for products made at Shiva Parvati Poultry Feed Pvt. Ltd. and Shrinivasa Agro Foods Pvt. Ltd. are cultivated and procured directly from farmers and the open market. The finished products are edible oil, which is used for human consumption, and deoiled cake, which is used as cattle and poultry feed. Our deoiled cakes have also found a good export market. With years of unmatched experience in this business and in the wake of continuing improvement in demand, we foresee substantial returns from both these businesses in the coming years.


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Soil Health Products

Soil nutrient imbalance adversely affects farmers who lack the resources to replace nutrient loss brought aboutby intensive agriculture. This has led to an increaseddemand for plant nutrients. With a significant drop in the yield and quality of crops in the country, there is aneed to encourage balanced use of fertilization. TheIndian farmer needs to be informed about the paucity of micronutrients in the soil and that supplementary nutrientsare essential to increase yields.

Plant nutrients consist mostly of natural products likeWater Soluble Fertilizers and Micronutrients, besidessynthetic inputs like NPK Fertilizer. Micronutrientfertilizers applied singly or along with NPK fertilizer are ideal for all type of crops and are available in various grades to meet different requirements of farmers andagricultural units.

Our subsidiaries Shiva Global Biotech and GhatprabhaFertilizers Pvt. Ltd. offer high quality crop nutrition and soil health products that produce higher yields, protectsoil health and stop depletion of soil health due to highcropping intensity. We encourage sustainable agricultureby providing the best nutritional package for better plantgrowth and premium quality output.

During the year, the Company launched products like‘All Grow’, which contains organic ingredients like neem,increases organic carbon in the soil to improve soilhealth and reduce wastage and evaporation of nitrogenicfertilizers. Another product launched was ‘REAL’, whichcontains calcium, magnesium sulphate and phosphorusand acts as a soil conditioner; it also increases the processof photosynthesis and controls pH of soil (soil pH is ameasure of the acidity or basicity in soils). Thanks tothese products, we have established a strong footholdin the markets of Western Maharashtra and Karnataka.Our product ‘VIRAT’ launched last year, received a goodresponse from farmers and captured the market in no time.The brand continues to enjoy high loyalty.

With the success of our products in a short time, weare accelerating our research activities to offer soil health products for diverse crops. We are looking foropportunities to increase our offerings and expanding ourpresence. Efforts are underway to expand and introducemore products that add value and provide balancednutrition to crops.

With the success of our products in a short time, we are accelerating our research activities to offer soil health products for diverse crops. We are looking for opportunities to increase our offerings and expanding our presence.

Overview




A company becomes a living entity because of the people who work for it; it is employee who gives life to the business, who create its assets and who work towards making it profitable. These qualities make Shiva Global Agro’s employees its greatest asset. We are committed to nurturing the skills and abilities of our people through whose continued growth and development we can create value for the Company and its customers.

Our Company has always believed in investing in talented people and it is through them that the processes that drive Shiva Global Agro fall into place. Our responsible, customer focused and passionate workforce has helped the Company to grow into a reliable business partner.

To support its ambitious business strategy and growth plans, we are investing in highly motivated people who seek to expand their knowledge capital, are dynamic, creative and possess a strong entrepreneurial spirit. Our employees bring the expertise to consolidate and sustain Shiva Global Agro’s businesses across the agricultural value chain and represent the finest in terms of qualifications and attitude. They have the opportunity to be key contributors to an immense global and domestic development process.

Training and Development (T&D) is a key focus area for long term professional and skill set development. During the year, various T&D programmes were rolled out to expose employees to international best practices. As a result, we are developing customer relationship skills among our employees in a significant manner.

Our focus on R&D means we will be looking at adding qualified agro-scientists and botanists to our workforce to give us the competitive edge in seed research. At the end of March 2012, we had employee strength of 450 people across the organization and we are going to continue to hire both professionals from the industry and trainees.

During the recruitment process, we ensure the employee is committed for the long-term. Undoubtedly, though skills are important, commitment has greater significance for us than skill sets. We have always invested in learning and Development at all levels of the organization. We guide our employees to build on their abilities and provide them with the tools and support they need to fulfill their potential. During the year, the Company strengthened its various HR initiatives with focused interventions in continuous learning and development, leadership development, and behavioral training.

We are proactive in developing our human resource plan to create a motivated and enabled work environment. We believe an open and professional workplace helps employees innovate and think out of the box to create out-of-the-box customer engagement programmes. With measures like decentralization and improved motivation, we aim to improve the leadership capabilities of the enterprise significantly. These measures form the core of our endeavour to attract, motivate and retain talent that can drive our performance to greater heights.

HumanResources

“Treat people as if they were what they ought to be, and you will help them become what they are capable of becoming.”

- Goethe

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Corporate Social Responsibility

We remain committed to empower the farmer by delivering on an inclusive growth model. We keenly support initiatives that focus on increasing agricultural productivity, managing and reducing the environmental impact of agriculture. Committed as we are for the socio-economic betterment of India’s farming community, we promote programmes that create and safeguard the environment and promote eco-friendly business practices.

Since our efforts are directed towards eradicating poverty and food scarcity, we have started an education programme designed to help farmers learn about best farming practices to improve productivity and crop yield. Shiva Global Agro also offers comprehensive support for the efficient production of safe and healthy agricultural products.

Our reach and investments in R&D has given us insights that we want to share with farmers. To this end the Company launched Farmer Club, a programme focussed on increasing the per hectare yield. We also organized training camps where farmers received free training on optimal use of fertilizers. Besides training, we also provide free soil testing that help farmers decide the crop pattern and specific fertilizers to use for those crops depending upon the type of soil on their land.

“Act as if what you do makes a difference. It does.”- William James

By paying fair prices for their products and working with them to develop their farming practices, we help farmers get superior economic returns, benefitting their families and communities. Moreover, by using our products, they commit themselves to an environment-friendly and sustainable growth model. Scientific methods of agri-practices improve seed quality and fertilizer inputs have led to a yield increase. Empowering the farmer community and integrating them into our growth story is a real sustainable way to grow our business.

Doing business responsibly and giving back to society where we thrive is a matter of principle for us. Investing time with local communities has far more impact than just money. We believe our involvement in such programmes will contribute to the Company’s effort in creating a more inclusive and equitable society.

Overview



Board of Directors andIndependent Directors

Mr.Omprakash Gilda Mr. Narayanlal KalantriMr. Deepak S. Maliwal

Mr. Vijay Agarwal Mr. Sambhaji Pawar Mr. Arun Toshniwal

Board of Directors

IndependentDirectors Mr. Shankarrao Dastapure

Mr. Rajgopal Bhutada

Mr. Satish Maheshwari

Dr. Ruturaj Jadhav

Dr. Santosh Malpani

Mr. Divakar Shetty

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FinancialReports

Overview | Standalone Financial Statements | Consolidated Financial Statements

Reports


Notice

Notice is hereby given that the 20th ANNUAL GENERAL MEETING of the Shareholders of the Company will be held at the Administrative Office of the Company on Saturday the 29th September, 2012 at 1.00 P.M. to transact the following:

ORDINARY BUSINESS

To receive, consider and adopt the Audited Balance Sheet as at 311. st March, 2012, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.

To elect a Director in place of 2. Shri Arun R. Toshniwal who retires by rotation and being eligible offers himself for re-appointment.

To elect a Director in Place of 3. Shri Narayanlal P. Kalantri who retires by rotation and being eligible offers himself for re-appointment.

To declare a Dividend for the year ended 314. st March, 2012.

To appoint auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next 5.Annual General Meeting and to fix their remuneration and to pass the following resolution thereof:

RESOLVED THAT M/s. J. P. Falor & Co., Chartered Accountants, be and are hereby re-appointed as the Auditors of the Company to hold the office from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting on such remuneration as may be determined by the Board of Directors in consultation with the Auditors, and the remuneration may be paid on a progressive billing basis to be agreed between the Auditors and the Board of Directors.

By the order of the Board

____________________

Place : Nanded Omprakash K. GildaDate : 30th May, 2012 Managing Director

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NOTES:

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A 1.PROXY TO ATTEND AND VOTE IN THE MEETING AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

The instrument appointing the proxy must be deposited at the registered office of the Company not less than 48 2.hours before the commencement of the meeting.

Members/proxies should bring duly filled Attendance Slips sent herewith to attend the meeting.3.

The Register of Members and Share Transfer Books will remain closed from 254. th September, 2012 to 29th September, 2012 (both days inclusive).

Subject to the provisions of Section 206A of the Companies Act, 1956, dividend as recommended by the Board 5.of Directors, if declared at the meeting, will be paid to those members whose names appear on the Register of Members as on 29th September, 2012.

Members whose shareholding is in the electronic mode are requested to direct change of address notifications and 6.updates of savings bank account details to their respective depository participants. Members are encouraged to utilize the Electronic Clearing System (ECS) for receiving dividends.

Members are requested to address all correspondence, including dividend matters, to the Registrar and Share 7.Transfer Agents, Aarthi Consultants Pvt. Ltd., 1-2-285, Domalguda, Hyderabad – 500 029.

Members desiring any information concerning accounts are requested to send their queries at least seven days 8.before the date of meeting to the Company so that information required may be made available at the meeting.

Company is concerned about the environment and utilizes natural resources in a sustainable way. The Ministry of 9.Corporate Affairs (MCA), Government of India, through its Circular Nos. 17 / 2011 and 18 / 2011, dated 21st April, 2011 and 29th April, 2011 respectively, has allowed companies to send official documents to their shareholders electronically as part of its green initiatives in corporate governance.

Accordingly shareholders are requested to furnish their e-mail id’s to enable the company forward all the requisite information in electronic mode. In case of shareholders holding shares in demat form, the email id’s of the shareholders registered with the DP and made available to the company shall be the registered email ID unless communication is received to the contrary.

The securities and Exchange Board of India has notified that the shareholders/transferee of shares (including joint 10.holders) holding shares in physical form are required to furnish a certified copy of their PAN Card to the company/RTA while transacting in the securities market including transfer, transmission or any other corporate action.

Accordingly, all the shareholders/transferee of shares (including joint holders) are requested to furnish a self attested copy of their PAN Card to the company/RTA while transacting in the securities market including transfer, transmission or any other corporate action.


____________________


Notice (Contd.)

Reports



Notice (Contd.)

Details of Directors seeking re-appointment at the Annual General Meeting(In pursuance of Clause 49 of the Listing Agreement)

Name of Director : Shri Arun Ramgopal Toshniwal1.

Age : 52 Years

Qualifications : Chemical Engineer

Date of Appointment : Since Incorporation

Expertise : 25 years of Business Experience

Directorship as on 31st March, 2012 : 1. Shiva Global Agro Industries Ltd.

Chairman/Member of the AuditCommittee as on 31st March, 2012 : Yes

Chairman/Member of theShareholders’/Investors’ GrievanceCommittee as on 31st March, 2012 : Yes

Chairman/Member of theRemuneration Committee as on31st March, 2012 : Nil

Shareholding in the Company : 70,000 Shares

Name of Director : Shri Narayanlal Pannalal Kalantri2.

Age : 64 Years

Qualifications : Mechanical Engineer

Date of Appointment : 25th September, 1993

Expertise : 35 years of Business Experience

Directorship as on 31st March, 2012 : 1. Shiva Global Agro Industries Ltd.

2. Kirtiman Agro Genetics Ltd.

3. Shrinivasa Agro Foods Pvt. Ltd.

Chairman/Member of the AuditCommittee as on 31st March, 2012 : Nil

Chairman/Member of theShareholders’/Investors’ GrievanceCommittee as on 31st March, 2012 : Nil

Chairman/Member of theRemuneration Committee as on31st March, 2012 : Nil

Shareholding in the Company : 358,813 Shares

16

Your Directors are pleased to place before you the Twentieth Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2012.

PERFORMANCE OF THE COMPANY

Your Company’s financial results are summarized hereunder:

ParticularsConsolidated Standalone

2011-12 2010-11 2011-12 2010-11

Income

From Operations 39,853.63 36,046.96 11,149.64 9,083.82

Other 148.69 42.52 37.81 29.61

Total 40,002.32 36,089.48 11,187.46 9,113.43

Profit

Profit Before Interest, Depreciation and Taxation 2,818.86 2,374.35 1,124.03 824.19

Less: Interest 1,647.50 1,250.79 574.27 418.66

Depreciation 243.79 202.52 88.51 54.20

Profit Before Tax 927.58 921.04 461.25 351.34

Less: Provision for Tax 292.82 213.62 143.50 91.65

(Including Deferred Tax and MAT Credit Entitlement)

Profit After Tax 634.76 707.42 317.75 259.69

Add: Surplus brought forward 1,033.07 638.72 782.13 638.72

Less: Transfer to Minority Interest 133.85 168.13 0.00 0.00

Less: Transfer to Cost of Investments 23.85 15.62 0.00 0.00

Amount available for appropriations 1,510.13 1,162.39 1,099.88 898.41

Appropriations

Proposed Dividend (Including Dividend Tax) 110.91 111.28 110.91 111.28

Transfer to General Reserve 17.13 18.04 5.00 5.00

Surplus retained in the Statement of Profit and Loss 1,382.08 1,033.07 983.96 782.13

DIRECTOR’SREPORT

Reports



REVIEW OF OPERATIONS

During the year under review the performance of the Company has improved . The Company could achieve SSP production of 81,118 MT which is highest in the history of the Company. This was possible with the availability of BRP produced at its own plant. Hence the Company has shown improved performance and achieved higher revenue. The same has contributed in achieving the profit after tax of ` 317.74 lacs against the previous year profit of ` 259.69 lacs.

Your Company’s profitability during the year under review has increased. The NBS policy announced by the Government had its impact on the profitability. Sales realization from SSP fertilizers has improved during the year. The Company could have achieved better results however its NPK mix fertilizers sales were not as expected. Your Company is confident of improving its existing level of performance which is expected to be supported by favourable market conditions coupled with the fact that SSP is the cheapest fertilizer providing Phosphate to the farmers.

SUBSIDIARY COMPANIES

Shiva Parvati Poultry Feed Private Ltd.i)

The Company (a 51% subsidiary) achieved a total turnover of ` 12,630.71 lacs and earned ` 114.35 lacs of Profits After Tax.

Ghatprabha Fertilizers Private Ltd.ii)

The Company (a 75% subsidiary) achieved a total turnover of ` 3,951.92 lacs and earned ` 78.04 lacs of Profits After Tax.

Srinivasa Agro Foods Private Ltd.iii)

The Company (a 51.01% subsidiary) achieved a total turnover of ` 8,680.41 lacs and earned ` 105.86 lacs of Profits After Tax.

Kirtiman Agro Genetics Ltd..iv)

The Company (a 64.50% subsidiary) achieved a total turnover of ` 3,450.47 lacs and earned ` 18.76 lacs of Profits After Tax.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors’ report, Balance Sheet, and Statement of Profit and Loss of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated 8th February, 2011 has

provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2011-12 does not contain the financial statements of our subsidiaries. However, the Accounts of the Subsidiary Companies and the related information will be made available to the Members of Shiva Global Agro Industries Ltd. and its Subsidiary Companies on request and will also be kept for inspection at the Registered Office.

SAFETY, HEALTH AND ENVIRONMENT (SHE)

Company’s focus on Safety, Health and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards.

DIVIDEND

Considering the continued good performance of the Company during the year under review, your Directors recommend a dividend @10% for the year ended 31st March, 2012.

FURTHER PROSPECTS

Market share of your Company is already showing signs of improvement. The production of SSP has increased with the increase in availability of Rock Phosphate consequent to production of BRP at its own plant. The production of SSP can further increase. The Company is making effort to increase its market share of SSP.

As reported last year the Company has entered into MOU with The M.P. State Mining Corporation Ltd. for supply of low grade rock phosphate. The agreement for mining lease has also been signed. Steps for various governmental clearances are in process. The Company plans to set up BRP and SSP manufacturing plants at Meghnagar and Heerapur in Madhya Pradesh. Initial work for allotment of land is in progress. Company expects to start operations in its 1st plant within 18 months from the date of allotment of Land.

The Company is examining setting up of a sulphuric acid plant which will also cater to the needs of raw material for its SSP Plant. The sulphuric acid plant also produces power which will be consumed by the SSP plant of the Company.

FIXED DEPOSIT

Your Company has accepted fixed deposits during the year and there are no unpaid/overdue fixed deposits.

18

DIRECTORS

Shri Arun R. Toshniwal and Shri Narayanlal P. Kalantri, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment.

AUDITORS

The auditors, M/s. J. P. Falor & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

COST AUDITORS

In pursuance of Section 233B of the Companies Act, 1956 the Central Government has ordered Cost Audit for Fertilizers. Accordingly Mr. Jayant B. Galande, Cost Accountants, were appointed cost auditors to render reports to the Central Government. The report for the year 2010-11 was submitted on 5th October, 2011 as against the due date 30th September, 2011 and for the year 2011-12 will be submitted on or before due date.


A report on Management Discussion and Analysis, which forms part of this Annual Report, inter-alia, deals with the operations as also current and future outlook of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of Shiva Global Agro Industries Ltd. confirm that in the preparation of the Statement of Profit and Loss for the year ended 31st March, 2012 and the Balance Sheet as at that date (“financial statements”):

The applicable accounting standards issued by the Institute of Chartered Accountants of India have been followed.

Appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period.

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. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations, subject to

the inherent limitations that should be recognized in weighing the assurance provided by any such system of internal controls. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Committee meets at regular intervals to review the internal audit function.

Proper systems are in place to ensure compliance of all laws applicable to the Company.

The financial statements have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange a separate section titled “Report on Corporate Governance” is attached to this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are provided in the Annexure to the Directors’ report section.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended is not presently applicable.

ACKNOWLEDGEMENT

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company in achieving good results,all round.

The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from Union Bank of India and other Banks, financial institutions, mutual funds, as well as from various Government bodies both at the Centre and the State.


_____________________


Director’s Report (Contd.)

Reports



Annexure to the Director’s Report

A. CONSERVATION OF ENERGY:

The Company has taken various measures for its energy conservation. Small Group Activity teams have been constituted to constantly look at the energy conservation and other improvement schemes at plants.

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

FORM A

Particulars 31st March, 2012 31st March, 2011

A. POWER AND FUEL CONSUMPTION

1. Electricity

a) Purchased Units 2,212,572 Units 1,706,263 Units

Amount (` in Lacs) 14,871,766/- 8,640,970/-

Rate per unit 6.72 5.06

b) Own Generation Nil Nil

2. Coal, Bio-Coal & Husk 3,247.854 MT 1,629.466 MT

B. CONSUMPTION PER UNIT OF PRODUCTION 17.35 PMT 18.95 PMT

B. TECHNOLOGY ABSORPTION:

Company has fully absorbed the technology to manufacture Single Super Phosphate (SSP) with an installed capacity of 400 TPD. The plant has been operated at its full efficiency level.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange outgo on account of purchase of raw materials and interests on Foreign Currency Loan is ` 92.52 lacs. (Previous year ` 68.28 lacs)

20

Corporate Governance Deals with conducting affairs of a Company to maximize shareholders value, such that:

a) Trust is built around that enterprises is managed adequately and efficiently in its choosen business.

b) There is openness, integrity and accountability in the dealings of the Company to the extent, possible.

c) There is fairness to its shareholders.

d) There is adequate supervision of its business activities.

BOARD OF DIRECTORS

Composition of the Board and Directorship held in other Companies as on 31st March, 2012.

Sr.No.

Name of the Director(s)Executive / Non-Executive/ Independent

No.of otherDirectorship in

Public Ltd.Companies*

No. of other Committee Memberships**

Chairmanship Membership

1. Mr. Omprakash Gilda Executive - Managing Director 1 Nil Nil

2. Mr. Arun Toshniwal Non-Executive Nil 1 1

3. Mr. Deepak Maliwal Non-Executive 1 1 1

4. Mr. Narayanlal Kalantri Non-Executive 1 Nil Nil

5. Mr. Sambhaji Pawar Non-Executive 1 Nil Nil

6. Mr. Vijay Agrawal Non-Executive Nil Nil Nil

7. Mr. Satish Maheshwari Independent Nil Nil 1

8. Dr. Ruturaj Jadhav Independent Nil Nil Nil

9. Dr. Santosh Malpani Independent Nil Nil Nil

10. Mr. Divakar Shetty Independent Nil Nil Nil

11. Mr. Shankarrao Dastapure Independent Nil Nil Nil

12. Mr. Rajgopal Bhutada Independent Nil Nil 1

* Excludes alternate directorships/directorships of private companies, foreign companies and companies under Section 25 of the Companies Act, 1956.

** Represents Directorships/Memberships of Audit and Investor’s Grievance Committee of Public Ltd. Companies governed by Companies Act, 1956.

Attendance of each Director at the Board Meetings and the last Annual General Meeting (AGM) and details of other Directorships etc.:

DirectorsNumber of Meetings Attendance at the last

Annual General MeetingHeld Attended

Mr. Omprakash Gilda 8 7 Yes

Mr. Arun Toshniwal 8 6 Yes

Mr. Deepak Maliwal 8 8 Yes

Mr. Narayanlal Kalantri 8 8 Yes

Mr. Sambhaji Pawar 8 6 Yes

Mr. Vijay Agrawal 8 5 Yes

Mr. Satish Maheshwari 8 6 Yes

Dr. Ruturaj Jadhav 8 7 Yes

Dr. Santosh Malpani 8 6 Yes

Mr. Divakar Shetty 8 7 Yes

Mr. Shankarrao Dastapure 8 5 Yes

Mr. Rajgopal Bhutada 8 5 Yes

Agenda for each Board Meeting were sent along with notes on agenda items about a week in advance to the board. Matters discussed at these Board Meetings related to among others, review of annual plan, quarterly results of the Company, Minutes of meetings of Audit Committee, observations of the Audit Committee, observations of the Share Transfer Committee, Statutory compliances by the Company.

Corporate Governance Report

Reports



Corporate Governance Report (Contd.)

Number of Board Meetings held and the dates on which held:

During the Financial year 2011-2012, Eight Meetings of the Board of Directors were held. These meetings were held on 6th May, 2011, 30th May, 2011, 5th August, 2011, 13th August, 2011, 31st October, 2011, 15st November, 2011, 4th February, 2012 and 14th February, 2012. The maximum time gap between two Board Meetings was not more than four calendar months.

AUDIT COMMITTEE:

The Audit committee consist of the following directors:

Mr. Deepak Maliwal is a practicing Chartered Accountant with over twenty years of experience in the field of Accounts, Taxation and Audit.

Mr. Satish Maheshwari with vast experience in Finance and Accounts.

Mr. Rajgopal Bhutada, a practicing Chartered Accountant having vast experience in the fields of Accounts, Taxation and Audit.

The Head of the Accounts Function and representatives of the firm of Statutory Auditors have been permanent invitees to the Audit Committee Meetings. Mr. Jai Prakash Falor, C. A. Statutory Auditor of the Company has attended most of the Audit committee meetings.

During the year, the Audit Committee, in its meetings, discussed among other things, the following: Reviewed with management, quarterly, half yearly and annual financial statements, before submission to the Board.

Recommended appointment and fees of Auditor’s and discussed with the Management and the Statutory Auditors the scope and programme of internal Audit.

Reviewed with the Management, and the Statutory Auditors, adequacy of internal control system.

Discussed with the Management, Auditors finding in the audit report.

Deliberated on the applicability, compliance and impact of various Accounting Standards and guidelines issued by the Institute of Chartered Accountants of India from time to time.

The Chairman of the Audit Committee has briefed the Board of Directors, about the Audit committee on various issues discussed at its meetings. Minutes of the Audit Committee Meetings are also circulated to all the board members along with agenda of the subsequent meeting.

All the suggestions/recommendations of the Audit Committee during the financial year 2011-2012 have been accepted by the Board of Directors.

The Attendance record of each member of the Audit Committee at the Meetings held on 30th May, 2011, 13th August, 2011, 15th Novemeber, 2011, 30th December, 2011 and 14th February, 2012 are as follows :

Name Non-Executive/IndependentNumbers of Meeting

Held Attended

Mr. Deepak S. Maliwal Non-Executive 5 5

Mr. Arun R. Toshniwal Non-Executive 5 4

Mr. Rajgopal Bhutada Non-Executive 5 4

SHAREHOLDERS/INVESTOR GRIEVANCES COMMITTEE:

The Shareholders/Investors Grievance Committee consists of the following:

Mr. Arun Toshniwal Member

Mr. Navin Jain Member

TERMS OF REFERENCE:

Review the existing investors Redressal System and suggest measures for improvements.

Review the report of Registrars and Share Transfer Agents about investor’s grievances and follow-up for the necessary action taken for redressal thereof.

Suggest improvements in investor’s relation.

22

Consider and take on record the Certificate from practicing company secretary under Clause 47 of the Listing Agreement.

Consider appointment/re-appointment of Registrars and Share Transfer Agents and review terms and conditions of their appointments, their remuneration service charge, fees etc.

Consider and take on record the Reconciliation of Share Capital Report issued by practicing Chartered Accountant certifying that the aggregate number of equity shares held in depositories and in physical form tally with the total number of shares issued, listing and admitted share capital.

The meetings of investors, Grievance Committee were held on 6th May, 2011, 5th August, 2011, 31st October, 2011, 30th December, 2011 and 4th February, 2012.

All share transfer and correspondence thereon are handled by the Company’s registrar and share transfer agents viz.M/s. Aarthi Consultants Pvt. Ltd. 1-2-285. Domalguda, Hyderabad - 500 029.

There are no pending legal maters, in which the Company has been made a party, before any other courts(s)/consumer forum(s) etc. on investors’ grievances.

REMUNERATION COMMITTEE:

Since at present the Company is not paying any remuneration to any of its directors hence no remuneration committee is formed.

The Company has not advanced any loans to any of the directors.

Details of last three Annual General Meetings held:

Particulars FY2008-09 FY2009-10 FY2010-11

Day Tuesday Monday Monday

Date 29th September, 2009 27th September, 2010 26th September, 2011

Time 1:00 p.m. 1:00 p.m. 1:00 p.m.

Venue “Shiva House”,Near State Bank of India,New Mondha, Nanded,District Nanded.(Maharashtra)

“Shri Hanuman Nagar’,Osmannagar Road,Village Dhakni, Taluka Loha,District Nanded.(Maharashtra)

“Shiva House”,Near State Bank of India,New Mondha, Nanded,District Nanded.(Maharashtra)

Whether any special resolutions passed in the previous 3 AGM’s

Yes Yes No

DISCLOSURES:

Related Party Transactions:

There has not been any materially significant related party transaction between the Company and its Directors, promoters etc., that may have potential with the interest of the Company at large. However transactions with related parties have been disclosed in Notes on Accounts with the Audit Report.

Miscellaneous:

The Company has complied with all the regulations of Stock Exchange, Securities and Exchange Board of India (SEBI) or other statutory on any matters related to capital, market. No penalties/strictures have been imposed against the Company by SEBI, Stock Exchange or any other statutory authority during the last three years.

The Company has complied with all the mandatory requirements and adopted part of the non-mandatory requirements.

None of the directors have any relation inter-se.


Reports



MEANS OF COMMUNICATION:

Half Yearly / Quarterly Results are not sent to the shareholders; instead the quarterly, half yearly and annual results of the Company’s financial performance are published in the newspapers viz. Daily Ekjoot. These, before release to the press, are submitted to the Stock Exchange. The results are also displayed on the Company’s website: www.shivaagro.com

GENERAL SHAREHOLDER INFORMATION:

1. Annual General MeetingDay, Date, Time and Venue

: Saturday 29th September, 2012 at 10.00 a.m.“Shiva House”, Near State Bank of India,New Mondha, District Nanded (Maharashtra)

2. Financial Year/Calendar

First Quarter Results-Second Quarter Results-Third Quarter Results-Results for the year ending on 31.03.2013-

:

On or before 14th August, 2012*

On or before 14th November, 2012*

On or before 14th February, 2013*

On or before 30th May, 2013* Provisional

3. Date of Book Closure : Tuesday 25th September, 2012 toSaturday 29th Septermber, 2012 (Both days inclusive)

4. Registered Office : ‘Shri Hanuman Nagar’, Osmannagar Road,Village Dhakni, Taluka Loha,District Nanded (Maharashtra)

5. Administrative Office : “Shiva House”, Near State Bank of India,New Mondha, District Nanded (Maharashtra)

6. Phone, Fax, E-mail : Phone: (02462) 284036, 284400Fax: (02462) 284729E-mail: [email protected]: www.shivaagro.com

7. Plant Location : ‘Shri Hanuman Nagar’, Osmannagar Road,1. Village Dhakni, Taluka Loha, District Nanded (Maharashtra)

B-17/2 MIDC, Nanded2. District Nanded (Maharashtra)

8. Registrar & Share Transfer Agent (RTA) and Address for investor’s correspondence

: Aarthi Consultants Pvt. Ltd.1-2-285, Domalguda, Hyderabad - 500 029.

9. Phone, Fax, E-mail of RTA : Phone: (040) 2763 3716Fax: (040) 2763 2184E-mail: [email protected]

10. Listing on Stock Exchanges : Bombay Stock Exchange Ltd. (BSE)Annual Listing Fee for the Financial Year 2012-13has been paid to the exchange.

11. Stock CodeScrip ID

: 530433“SHIVAAGRO”

12. Demat ISIN in NSDL and CDSL : INE960E01019


24

13. Market Price Data for 2011-12:

MonthShare Price BSE Sensex

High Low High Low

April 45.30 25.00 19811.14 18976.19

May 38.40 27.30 19253.87 17786.13

June 32.25 24.50 18873.39 17314.38

July 39.25 26.90 19131.70 18131.86

August 34.50 24.15 18440.07 15765.53

September 32.95 24.00 17211.80 15801.01

October 28.15 20.30 17908.13 15745.43

November 37.60 21.40 17702.26 15478.69

December 25.85 19.60 17003.71 15135.86

January 26.75 20.65 17258.97 15358.02

February 29.85 21.50 18523.78 17061.55

March 28.95 20.70 18040.69 16920.61

15. Share Holding Pattern as on 31st March, 2012:

Sr. No.

Particulars No. of Shares % of Shareholding

a. Promoters 4342,352 45.50 %

b. Private Corporate Bodies 972,144 10.19 %

c. Indian Public 4217,784 44.19 %

d. NRI’s/OCB’s 9,100 00.10 %

e. Clearing Members 1,620 00.02 %

Total 9543,000 100.00 %

14. Distribution of shareholding as on 31st March, 2012:

Distribution of Shares (Slabwise)

No. of Shareholders

Percentage to total no. of Shareholders

No. of Share held

Percentage to total share capital

Up to 5000 1924 72.54% 394371 4.13%

5001 – 10000 310 11.69% 266190 2.79%

10001 – 20000 133 5.01% 208524 2.19%

20001 – 30000 80 3.02% 206394 2.16%

30001 – 40000 36 1.36% 133343 1.40%

40001 – 50000 27 1.02% 128712 1.35%

50001 – 100000 49 1.85% 367795 3.85%

100001 & above 93 3.51% 7837671 82.13%

Total 2652 100.00% 9543000 100.00%


Reports



16. Share Transfer System:

Company’s shares are compulsorily traded in the demat segment on the stock exchange(s) and most transfers of shares takes place in the electronic form.

For expediting the physical transfer of shares, the Board has delegated the share transfer formalities to the Share Transfer Committee, to approve the transfer of shares on every Monday. Physical transfers are effected well within the stipulated period of 30 days.

17. Dematerialization of Shares:

The shares of the Company are available for Dematerialization (Holding of shares in electronic form) on both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL)

The shares of your Company are to be compulsorily traded in the dematerialized form. As on 31st March, 2012, 9100025 Equity shares comprising of 95.36% of paid-up capital of the Company have been dematerialized by the investors and bulk of transfers take place in the demat segment.

18. Unclaimed Dividend:

Under the Companies Act, 1956 dividend that are unclaimed for a period of seven years automatically get transferred to the Investors Educations and Protection Fund administered by the Central Government.


26

As per Clause 49 of the Listing Agreement with the Stock Exchange, this is to confirm that all Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct of the Company for the Financial Year 2011-12.

_____________________


Declaration

Reports



Auditor’s Certificate on compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement

ToThe Members ofShiva Global Agro Industries Ltd., Nanded

We have examined the compliance of conditions of Corporate Governance by Shiva Global Agro Industries Ltd., for the year ended on 31st March, 2012, as stipulated in Clause 49 of the Listing Agreement executed by the said Company with the Stock Exchange(s).

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representation made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement

As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that the Registrar and Share Transfer Agents of the Company has maintained records to show Investors Grievances against the Company and have certified that as on 31st March, 2012, there are no Investor Grievances remaining unattended/pending for a period exceeding six month.

We further state that such compliance is neither an assurance as to the future viability of the Company or the efficiency with which the management has conducted the affairs of the Company.

For J.P. Falor & Co. Chartered Accountants Registration No. 102835W

___________________

Jaiprakash S. FalorPlace : Nanded ProprietorDate : 30th May, 2012 Membership No. 043337

Auditor’s Certificate

28

STANDALONE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2012

Standalone Financial Statementsfor the year ended 31st March, 2012


Auditor’s Report

To,The Members ofShiva Global Agro Industries Ltd.

We have audited the attached Balance Sheet of 1. Shiva Global Agro Industries Ltd. as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require 2.that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements, if any. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used, accounting policies followed and significant estimates made by the Management, as well as evaluating the overall presentation of financial statement. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report) 3.(Amendment) Order, 2004 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of the books and records as we considered appropriate and according to the information and explanations given to us by the Management, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order, to the extent applicable to the Company.

Further to our comments in the Annexure referred to in paragraph (3) above:4.

We have obtained all the information and explanations, which to the best of our knowledge and belief, were a)necessary for the purposes of our audit;

In our opinion, proper books of account as required by law have been maintained by the Company so far as it b)appears from the examinations of those books of account;

The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in c)agreement with the books of account;

In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by d)this report comply with the Accounting Standards referred to in sub-section (3C) of the Section 211 of the Companies Act, 1956 to the extent they are applicable to the Company;

On the basis of written representation received from the directors as on 31e) st March, 2012, and taken on record by the Board of Directors, we report that prima-facie none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act,1956;

In our opinion and to the best of our information and according to the explanations given to us, the said accounts f)read with significant accounting policies and notes thereon, give the information as required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

In the case of the Balance Sheet, of the state of affairs of the Company as at 31i. st March, 2012;

In case of the Statement of Profit and Loss, of the profits of the Company for the year ended on that date; ii.and

In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.iii.

For J. P. Falor & Co. Chartered Accountants Firm Registration No. 102835W

___________________


30

[Referred to in paragraph (3) of our report of even date]

(a) The Company has maintained proper records showing particulars, including quantitative details and situation 1.of its fixed assets;

(b) As explained to us certain items of fixed assets were physically verified by the Management at regular intervals, which in our opinion is reasonable, looking to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were observed on such verification;

(c) The Company has not disposed off substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

(a) As explained to us, inventories have been physically verified during the year by the Management. In our 2.opinion the frequency of verification is reasonable;

(b) The procedure explained to us, which are followed by the Management for the purpose of physical verification of inventories, are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of business carried on by it;

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion, that the Company is maintaining proper records of its inventory. The discrepancies noticed on physical verification as compared to book records, were not material and have been properly dealt with in the books of account.

(a) The Company has taken loan from 7 parties covered in the register maintained under Section 301 of the 3.Companies Act, 1956. The maximum amount involved during the year was ` 71.86 lacs and the year end balance of loans taken from such parties is ` 8.70 lacs. The Company has not granted loans to parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion the rate of interest and other terms and conditions on which loans have been taken from Companies, firms or other parties listed in the register maintained under Section 301 are not, prima-facie, prejudicial to the interest of the Company.

(c) In respect of loans taken, repayment of the principal amount is as stipulated and payment of interest has been regular.

In our opinion and according to the explanations given to us, there are generally adequate internal control 4.procedures commensurate with the size of the Company and the nature of its business with regards to purchase of inventory, fixed assets and for sale of goods and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control systems.

(a) In our opinion and according to the information and explanations given to us, the particulars of contracts or 5.arrangements referred to in Sections 301 of the Companies Act, 1956 that need to be entered in to the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the companies Act, 1956 exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

In our opinion and according to the information and explanations given to us, the Company has complied with the 6.provisions of Sections 58A and 58AA of the Companies Act, 1956 and its Rules, and also the directives of Reserve Bank of India with regard to acceptances of deposits from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.7.

We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the 8.Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of the Company’s products to which the said rules are made applicable and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

Annexure to the Auditor’s Report

Standalone Financial Statements

Overview | Reports | Consolidated Financial Statements


Annexure to the Auditor’s Report (Contd.)

(a) According to the information and explanations given to us and the records of the Company examined by us, 9.in our opinion, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Excise Duty, Cess and other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of the statutory dues referred to the above which have remained outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

The Company does not have accumulated losses as at 3110. st March, 2012. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

On the basis of the records examined by us and the information and explanations given to us, the Company has not 11.defaulted in repayment of dues to financial institutions and banks.

In our opinion and according to the explanations given to us and based on the information available, no loans and 12.advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and any other securities.

The Company is not chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of Clause (xiii) of 13.paragraph 4 of the Order are not applicable to the Company.

In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. 14.Accordingly, the provisions of Clause (xiv) of paragraph 4 of the Order are not applicable to the Company.

According to the information and explanations given to us, and the representations made by the Management, the 15.Company has not given any guarantee for loans taken by others from any bank or financial institutions.

In our opinion and according to the information and explanations given to us, term loans availed by the Company 16.were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

According to the information and explanations given to us and on overall examination of the financial statements 17.of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of usage of funds, we are of the opinion that, prima-facie, short-term funds have not been utilized for long-term investment.

During the year, the Company has not made any preferential allotment of shares to parties and companies covered 18.in the register maintained under Section 301 of the Companies Act, 1956.

The Company has not issued any debentures during the year.19.

The Company has not raised any money by way of public issue during the year.20.

According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on 21.or by the Company, has been noticed or reported during the year, nor have we been informed of any such case by the Management.

For J. P. Falor & Co. Chartered Accountants Firm Registration No. 102835W

___________________


32

Balance Sheet as at 31st March, 2012


(Amount in `)

ParticularsNoteNo.

As at31st March, 2012


I. EQUITY AND LIABILITIES

1. Shareholders’ Funds

a) Share capital 2 95,430,000 95,430,000

b) Reserves and surplus 3 297,072,220 276,388,534

2. Non-Current Liabilities

a) Long-term borrowings 4 39,522,997 47,512,039

b) Deferred tax liabilities (net) 5 10,252,952 8,743,599

c) Other long-term liabilities 6 2,507,309 1,922,309

3. Current Liabilities

a) Short-term borrowings 7 346,457,830 284,196,830

b) Trade payables 224,254,398 50,259,720

c) Other current liabilities 8 13,295,605 11,826,592

d) Short-term provisions 9 21,264,740 17,686,298

TOTAL 1,050,058,050 793,965,921

II. ASSETS1. Non-Current Assets

a) Fixed assets 10

i) Tangible assets 130,976,673 133,908,813

ii) Intangible assets 287,697 512,083

iii) Capital Work-in-Progress 12,224,032 -

b) Non-current investments 11 185,679,543 155,813,318

c) Long-term loans and advances 12 17,914,765 17,684,074

d) Other non-current assets 13 15,322,250 5,251,136

2. Current Assets

a) Inventories 14 308,138,229 284,190,702

b) Trade receivables 15 361,775,667 155,434,768

c) Cash and bank balances 16 5,117,808 10,874,238

d) Short-term loans and advances 17 11,331,833 29,872,173

e) Other current assets 18 1,289,553 424,617

TOTAL 1,050,058,050 793,965,921

Significant accounting policies 1

Notes on financial statements 2 to 34

As per our report of even date For and on behalf of the Board

For J.P. Falor & Co.Chartered AccountantsFirm Registration No. 102835W _______________________

__________________Omprakash K. Gilda

Managing DirectorJaiprakash S. FalorProprietorMembership No. 043337 ____________________ ____________________Place : Nanded Deepak S. Maliwal Arun R. ToshniwalDate : 30th May, 2012 Director Director





___________________Omprakash K. Gilda


Statement of Profit and Loss for the year ended 31st March, 2012

(Amount in `)

ParticularsNoteNo.

For the year ended 31st March, 2012

For the year ended 31st March, 2011

I. REVENUE FROM OPERATIONS 19 1,114,964,359 908,382,101

II. OTHER INCOME 20 3,781,351 2,960,779

Total Revenue 1,118,745,710 911,342,879

III. EXPENSES:

Cost of materials consumed 21 725,179,289 406,177,884

Purchases of Stock-in-Trade 22 54,263,269 281,919,666

Changes in inventories of finished goods,work-in-progress and Stock-in-Trade

23 41,879,059 37,684,505

Employee benefits expense 24 33,711,318 15,386,754

Finance costs 25 57,427,256 41,865,586

Depreciation and amortization expense 26 8,850,732 5,419,542

Other expenses 27 151,133,649 87,759,168

Total Expenses 1,072,444,572 876,213,105

IV. PROFIT BEFORE PRIOR PERIOD ITEMSAND TAX

46,301,138 35,129,774

V. Add/(Less): Prior Period Items (175,890.00) 4,110

VI. PROFIT BEFORE TAX (V - VI) 46,125,248 35,133,884

VII. TAX EXPENSES:

1. Current tax 12,841,096 7,373,000

2. Deferred tax 1,509,353 2,398,442

3. MAT credit entitlement - (606,688.00)

VIII. PROFIT FOR THEYEAR (VI - VII) 31,774,799 25,969,130

IX. EARNINGS PER EQUITY SHARE: 28

- Basic and Diluted 3.33 2.86


Notes on financial statements 2 to 34

34

Cash Flow Statement for the year ended 31st March, 2012

(Amount in `)


A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax 46,301,138 35,129,774

Adjustments:

Add: Interest Paid 57,427,256 41,865,586

Loss on sale of fixed assets 44,935 -

Prior period income - 4,110

Depreciation and amortization 8,850,732 5,419,542

Amortization of preliminary expenses 91,002 66,413,926 91,002 47,380,240

Less:Prior Period Expenses 175,890 -

Interest received 1,993,723 825,385

Dividend income 31,334 23,691

Share of profits from partnership firm 1,120,294 1,403,703

Other non-operating income 636,000 3,957,241 708,000 2,960,779

Operating profit before working capital changes 108,757,823 79,549,236

Adjustments for:

Trade and other receivables (199,664,991) (116,175,066)

Inventories (23,947,527) 40,736,940

Trade payables and other liabilities 176,259,980 (47,352,538) 7,020,874 (68,417,252)

Cash generated from operations 61,405,284 11,131,984

Less:Taxes for the year

Direct taxes paid 9,260,107 7,065,737

NET CASH FLOW FROM OPERATING ACTIVITIES 52,145,177 4,066,247

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (18,013,396) (75,318,402)

Investment made (29,866,225) (36,597,634)

Interest received 1,993,723 825,385

Dividend received 31,334 23,691


Other non-operating income 636,000 708,000

Sale of fixed assets 50,222 -

NET CASH USED IN INVESTING ACTIVITIES (44,048,048) (108,955,257)




(Amount in `)


C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from short-term borrowings 62,261,000 23,455,668

Proceeds from long-term borrowings (7,989,042) 29,488,851

Proceeds from issue of shares - 18,065,870

Securities premium received - 81,296,415

Interest paid (57,427,256) (41,865,586)

Dividend paid (9,113,289) (7,276,576)

Dividend distribution tax paid (1,584,973) (1,314,810)

NET CASH FROM/USED IN FINANCING ACTIVITIES (13,853,560) 101,849,831

D. NET INCREASE IN CASH AND CASHEQUIVALENTS (A+B+C)

(5,756,431) (3,039,179)

E. CASH AND CASH EQUIVALENTS AT THEBEGINNING OF THEYEAR

10,874,238 13,913,417

F. CASH AND CASH EQUIVALENTS AT THEEND OF THEYEAR (D+E)

5,117,808 10,874,238

Cash Flow Statement for the year ended 31st March, 2012 (Contd.)



___________________Omprakash K. Gilda


36

Notes forming part of the Financial Statements

ACCOUNTING CONVENTION:A.

The financial statements are prepared under the historical cost convention on an accrual basis of accounting in accordance with the Generally Accepted Accounting Principles, Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 and the relevant provisions thereof.

During the year, Revised Schedule VI notified under the Companies Act, 1956 has became applicable to the Company for preparation and presentation of its financial statements. The Company has reclassified the previous year figures in accordance with the requirements applicable in the current year.

USE OF ESTIMATES:B.

The presentation of the financial statements requires certain estimates and assumptions. These estimations and assumptions affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual result and estimates are recognized in the period in which the results are known or materialized.

OWN FIXED ASSETS AND DEPRECIATION AND AMORTIZATION:C.

i. Tangible Fixed Assets:

Fixed Assets are stated at original cost net of tax/duty credits availed, if any, less accumulated depreciation and impairment losses. Cost of acquisition comprises all costs incurred to bring the assets to their location and working condition upto the date the assets are put to use. Costs of construction are composed of those costs that relate directly to specific assets and those that are attributable to the construction activity in general and can be allotted to the specific assets upto the date the assets are put to use. The expenditure incurred during the period of construction is debited to the capital work-in-progress and on completion the costs are allotted to the respective fixed assets.

Depreciation on fixed assets is provided on straight line method at the rates and in the manner specified in Schedule XIV of the Companies Act, 1956.

ii. Intangible Assets:

Intangible Assets are stated at their cost of acquisitions less accumulated amortization and impairment losses. An asset is recognized, where it is probable that the future economic benefits attributable to the assets will flow to the enterprises and where its cost can be reliably measured. Specified software purchased is amortized over a period of three years.

INVESTMENTS:D.

Long-term investments are carried at cost less provision for diminution, other than temporary, in the value of such investments. Current investments are carried individually, at lower of cost and fair value.

INVENTORIES:E.

i. Finished goods are valued at cost or net realizable value whichever is lower. Cost comprises of material, labour, power, depreciation and appropriate portion of overheads incurred in bringing the inventories to their present location and condition.

ii. Raw materials, stores and spares and packing materials are valued at cost (net of input credits) or net realizable value whichever is lower.

EXCISE DUTY:F.

Excise duty is accounted on the basis of both, payments made in respect of goods cleared as also provision made for goods lying in bonded warehouses.

REVENUE RECOGNITION:G.

Revenue from sale of products is recognized when the significant risks and rewards of ownership i.of the goods have passed to the buyer and there is no uncertainty regarding amount of consideration and collectivity.

Subsidy is recognized on the basis of the concession scheme announced by the Government of India from ii.time to time. Subsidy is accounted for on the basis of sale made by the Company.



1. SIGNIFICANT ACCOUNTING POLICIES


Dividend income is recognized when right to receive is established.iii.

Interest income is recognized on time proportion basis taking into account the amount outstanding and iv.rate applicable.

PRELIMINARY EXPENSES:H.

Preliminary expenses are amortized over a period of Five years.

BORROWING COST:I.

Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to the Statement of Profit and Loss.

PROVISION FOR CURRENT AND DEFERRED TAX:J.

Provision for current tax is made after taking into consideration benefits admissible under the provisions i.of Income Tax Act, 1961.

Deferred tax is recognized on the basis of timing differences between the taxable income and accounting ii.income that originate in one year and are capable of being reversal in one or more subsequent years, subject to concept of prudence.

EARNINGS PER SHARE:K.

Basic earning per shares has been calculated by dividing profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The Company has not issued any potential equity shares and accordingly, the basic earning per share and diluted earning per share are the same.

NET PROFIT FOR THE PERIOD AND PRIOR PERIOD ITEMS:L.

i. All items of income and expenses pertaining to the year are included in arriving at the net profit for the year unless specifically mentioned elsewhere in the financial statement or as required by accounting standard.

ii. Prior period items are disclosed separately in the Statement of Profit and Loss.

EMPLOYEE BENEFITS:M.

Retirement benefits in the form of contribution to provident fund are charged to the statement of profit and loss on accrual basis and deposited in employees provident fund account administered by the Central Government.

The Company has not made any provision for Gratuity as none of the employees have completed qualified period of Service.

PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS:N.

i. Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources.

ii. Contingent liabilities are not recognized but are disclosed in the notes.

iii. Contingent assets are neither recognized nor disclosed in the financial statements.

FOREIGN CURRENCY TRANSACTIONS:O.

i. Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of transaction. Foreign currency monetary assets and liabilities are translated at year end exchange rates. Exchange difference arising on settlement of transactions and translation of monetary items are recognized as income or expense in the year in which they arise.

ii. In respect of forward exchange contracts, the difference between the forward rate and the exchange rate at the inception of contract is recognized as income or expense over the period of the contract.

iii. Gains or losses on cancellation/settlement of forward exchange contracts are recognized as income or expense.

Notes forming part of the Financial Statements (Contd.)

38 Standalone Financial Statements

(Amount in `)



2. SHARE CAPITAL

EQUITY SHARE CAPITAL

Authorised:

10,000,000 Equity Shares of ` 10/- each (Previous Year 10,000,000 Equity Shares of ` 10 each)

100,000,000 100,000,000

Issued, Subscribed and Fully Paid-Up


95,430,000 95,430,000

Total 95,430,000 95,430,000

a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

31st March, 2012 31st March, 2011

Numberof Shares

AmountNumber

of SharesAmount

Equity Shares:

Balance as at the beginning of the year

9,543,000 95,430,000 7,736,413 77,364,130

Add: Preferential Allotment of Shares made during the year

- - 1,806,587 18,065,870

Balance as at the end of the year

9,543,000 95,430,000 9,543,000 95,430,000

b) Terms/rights attached to equity shares

i. The Company has one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors, if any, 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 will be entitled to receive the remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

ii. The Company has issued 1,183,587 equity shares of ` 10/- each on preferential basis. Out of these, 500,000 equity shares are issued at a price of ` 40/- per share (inclusive of share premium of ` 30/- per share) and 683,587 equity shares are issued at a price of ` 55/- per share (inclusive of share premium of ` 45/- per share). The said shares have lock in period of 3 years from the date of allotment.

c) Details of shareholders holding more than 5% shares in the Company


Numberof Shares

% holding in the class

Numberof Shares


Equity Shares:

Deepak Maliwal 565,850 5.93% 565,850 5.93%

Omprakash Gilda 523,000 5.48% 523,000 5.48%

d. Shares allotted as fully paid-up pursuant to contract(s) without payment being received in cash (during 5 years immediately preceding 31st March, 2012)

1,629,813 Equity Shares of ` 10/- each were issued in 2007 to the erstwhile shareholders of Parvati Fertilizers Pvt. Ltd. pursuant to the Scheme of Amalgamation without payment being received in cash.




(Amount in `)



3. RESERVES AND SURPLUS

Capital Reserve 7,607,500 7,607,500

Securities Premium Account 170,177,915 170,177,915

General Reserve

Balance as at the beginning of the year 20,390,370 19,890,370

Add: Transferred from Surplus in Statement of Profit and Loss during the year

500,000 500,000

Balance as at the end of the year 20,890,370 20,390,370

Surplus in the Statement of Profit and Loss


Add: Profit for the year 31,774,799 25,969,130

Less: Appropriations

Proposed dividend on equity shares for the year 9,543,000 9,543,000

Dividend distribution tax on proposed dividend on equity shares 1,548,113 1,584,973

Transfer to General Reserve 500,000 500,000


Total 297,072,220 276,388,534

4. LONG-TERM BORROWINGS

Secured

Term Loan from Banks 35,522,997 43,512,039

Unsecured

Other Loans and Advances 4,000,000 4,000,000

Total 39,522,997 47,512,039

a). Nature of Security and terms of repayment for secured borrowings:

Nature of Security Terms of Repayment

Term Loan from Bank is secured by mortgage of factory land and building and hypothecation of plant and machinery, office equipments and furniture fixtures of the BRP Unit. Further, the loan has been guaranteed by the personal guarantee of all the directors of the Company.

Repayable in 60 equal monthly installments from May, 2011 along with prevailing interest rate of 15% per annum.

b) Terms of repayment for Unsecured borrowings:

Unsecured loans and advances from others carrying interest rate of 18% per annum are repayable after a period of 5 years from the date of loan and the parties have a right to renew the agreement.


40

(Amount in `)



5. DEFERRED TAX LIABILITIES (NET)

Opening Deferred Tax Liabilities 8,743,599 6,345,157

Add/(Less):

Difference between book and tax depreciation 1,555,046 2,444,135

Disallowance U/s 43B (45,693) (45,693)

Total 10,252,952 8,743,599

6. OTHER LONG-TERM LIABILITIES

Dealership Deposits 2,355,000 1,770,000

Others 152,309 152,309

Total 2,507,309 1,922,309

7. SHORT-TERMS BORROWINGS

Secured

Working Capital Loans repayable on demand

- Rupee Loan from Banks 339,681,844 129,532,447

- Foreign Currency loan from Banks - 150,879,000

Unsecured

Deposits 6,775,986 3,785,383

Total 346,457,830 284,196,830

Working Capital loan from bank is secured by first charge on inventories, book debts, bills for collection and second charge on entire fixed assets of the Company. Further, the loan has been guaranteed by the personal guarantee of all the directors of the Company.

8. OTHER CURRENT LIABILITIES

Current maturities of long-term debt 11,280,000 10,340,000

Interest accrued and due on borrowings 707,834 608,532

Unclaimed dividends (Refer Note below) 1,307,771 878,060

Total 13,295,605 11,826,592

There are no amounts due for payment to the Investor Education and Protection Fund under Section 205C of the Companies Act,1956 as at the year end.

9. SHORT-TERM PROVISIONS

Employees’ Benefits 239,882 179,714

Taxation (net of taxes paid) 6,049,776 2,468,787

Less: MAT Credit Entitlement (606,688) -

Proposed Dividend 9,543,000 9,543,000

Corporate Dividend Tax 1,548,113 1,584,973

Others 4,490,657 3,909,824

Total 21,264,740 17,686,298





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4,65

1,20

595

,108

,672

8,62

6,34

660

,487

103,

674,

532

130,

976,

673

133,

908,

813

Pre

vio

us y

ear

154,

039,

708

74,9

77,7

77-

229,

017,

485

89,8

37,8

295,

270,

843

-95

,108

,672

133,

908,

813

64,2

01,8

79

INT

AN

GIB

LE

ASS

ET

S

Ow

n A

sset

s

Co

mp

ute

r So

ftw

are

713,

225

--

713,

225

201,

142

224,

386

-42

5,52

828

7,69

751

2,08

3

Tot

al

(B)

713,

225

--

713,

225

201,

142

224,

386

-42

5,52

828

7,69

751

2,08

3

Pre

vio

us y

ear

372,

600

340,

625

-71

3,22

552

,443

148,

699

-20

1,14

251

2,08

332

0,15

7

Tot

al

(A+

B)

229,

730,

710

5,78

9,36

415

5,64

423

5,36

4,43

095

,309

,814

8,85

0,73

260

,487

104,

100,

060

131,

264,

370

134,

420,

896

Pre

vio

us y

ear

154,

412,

308

75,3

18,4

02-

229,

730,

710

89,8

90,2

725,

419,

542

-95

,309

,814

134,

420,

896

64,5

22,0

36


42

(Amount in `)



11. NON-CURRENT INVESTMENTS

Other Investments (Valued at cost unless stated otherwise)

Quoted

Investments in Equity Instruments

100 (Previous Year: 100) Equity Shares of ` 10/- each fully paid-up in Gujarat State Fertilizers & Chemicals Ltd.

13,892 13,892

33 (Previous Year: 33) Equity Shares of ` 10/- each fully paid-up in Aditya Birla Nuvo Ltd.

14,043 14,043

100 (Previous Year: 100) Equity Shares of ` 10 each fully paid-up in Zuari Industries Ltd.

9,752 9,752

100 (Previous Year: 100) Equity Shares of ` 10 each fully paid-up in Rashtriya Chemicals & Fertilizers Ltd.

3,898 3,898

1,500 (Previous Year: 1500) Equity Shares of ` 2 each fully paid-up in Coromandel International Ltd.

36,800 36,800

Nil (Previous Year: 500) Equity Shares of ` 10 each fully paid-up in Nagarjuna Fertilizers & Chemicals Ltd.

- 8,335

500 (Previous Year: Nil) Equity Shares of ` 1 each fully paid-up in Nagarjuna Oil Refinery Ltd.

3,969 -

2,321 (Previous Year: 2321) Equity Shares of ` 10 each fully paid-up in Union Bank of India

255,310 255,310

50 (Previous Year: 50) Equity Shares of ` 10 each fully paid-up in Deepak Fertilisers & Petrochemicals Corporation Ltd.

4,587 4,587

20 (Previous Year: 10) Equity Shares of ` 10 each fully paid-up in Monsanto India Ltd.

16,635 16,635

50 (Previous Year: 50) Equity Shares of ` 10 each fully paid-up in Kaveri Seed Company Ltd.

12,577 12,577

Unquoted


550 (Previous Year: Nil) Equity Shares of ` 1 each fully paid-up in Kakinada Fertilizers Ltd.

4,366 -

Investments in Subsidiaries

229,500 (Previous Year: 229500) Equity Shares of ̀ 100 each fully paid-up in Shiva Parvati Poultry Feed Pvt. Ltd.

28,093,100 28,093,100

171,250 (Previous Year: 171250) Equity Shares of ̀ 100 each fully paid-up in Ghatprabha Fertilizers Pvt. Ltd.

20,550,000 20,550,000

255,000 (Previous Year: 255000) Equity Shares of ̀ 100 each fully paid-up in Shrinivasa Agro Foods Pvt. Ltd.

25,500,000 25,500,000

859,300 (Previous Year: 595000) Equity Shares of ̀ 100 each fullypaid-up in Kirtiman Agro Genetics Ltd.

102,430,000 73,500,000

Investment in Government Securities

National Savings Certificate 10,000 5,000

Investments in Partnership Firms

Shiva Global Biotech 6,095,614 5,164,389Laxmi Sai Developers 2,625,000 2,625,000

Aggregate amount of quoted investments 371,463 375,829

Market Value of quoted investments 1,153,894 1,629,268Aggregate amount of unquoted investments 185,308,080 155,437,489

Total 185,679,543 155,813,318





a) Details of Investments in Partnership Firms

Investment in M/s. Shiva Global Biotech

Names of the PartnersShare of Profits (%)

March 31st, 2012 March 31st, 2011

1. M/s. Shiva Global Agro Industries Ltd. 55.00% 51.00%

2. Mrs. Rajshree Sharma 22.00% 16.33%

3. Mrs. Smita Vaidya - 16.34%

4. Mrs. Sandhya Laddha - 16.33%

5. Mr. Sanjay Laddha 23.00% -

Total Capital of the Firm 11,103,511 10,212,501

Investment in M/s. Laxmi Sai Developers

1. M/s. Shiva Global Agro Industries Ltd. 15.00% 15.00%

2. Mr. Hitesh Nihalani 40.00% 40.00%

3. Mr. Jairam Nihalani 10.00% 10.00%

4. Mr. Shailesh Shetty 10.00% 10.00%

5. Mrs. Chitrakala Shetty 2.00% 2.00%

6. Mr. Sanket Shetty 1.00% 1.00%

7. Mr. Murtuza Bhetosiwala 6.00% 6.00%

8. Mr. Mahesh Teil 6.00% 6.00%

9. Mr. Dilip Agraharkar 5.00% 5.00%

10. Mrs. Madhuri Kothari 5.00% 5.00%

Total Capital of the Firm 18,040,633 15,589,150

(Amount in `)



12. LONG-TERM LOANS AND ADVANCES

Unsecured, Considered Good

Security Deposit 2,036,560 1,577,470

Other Loans and Advances

Other Deposits 765,000 570,000

Balance with Tax Authorities 7,991,502 7,808,213

MAT Credit Entitlement - 606,688

Others 7,121,703 7,121,703

Total 17,914,765 17,684,074

13. OTHER NON-CURRENT ASSETS


Long-Term Trade Receivables 183,858 212,744

Non Current Bank Balances

Long-Term deposits with banks having maturity period more than 12 months

- In Margin Deposits 14,878,938 4,558,938

- In Fixed Deposits 259,454 479,454

Total 15,322,250 5,251,136


44

(Amount in `)



14. INVENTORIES

Raw materials 243,750,793 175,410,723Packing Materials 3,863,503 6,661,052Work-in-progress 11,059,344 10,915,528Finished goods 33,214,514 80,074,829Stock-in-trade 7,830,000 2,992,560Stores and spares 8,420,075 8,136,010

Total 308,138,229 284,190,702

15. TRADE RECEIVABLES

Unsecured, Considered GoodOver six months 43,732 724,050Others 361,731,935 154,710,718

Total 361,775,667 155,434,768

16. CASH AND BANK BALANCES

Cash and Cash EquivalentsBalances with BanksIn Current Accounts 2,562,924 8,986,880Cash on hand 1,247,113 1,009,298Other Bank BalancesUnpaid Dividend Accounts 1,307,771 878,060

Total 5,117,808 10,874,238

17. SHORT-TERM LOANS AND ADVANCES

Unsecured, Considered GoodLoans and Advances to Related Parties 2,311,121 25,009,865Other Loans and AdvancesStaff Imprest and Advances 841,202 1,617,594Prepaid Expenses 1,659,842 322,683Others 6,519,668 2,922,031

Total 11,331,833 29,872,173

18. OTHER CURRENT ASSETS

Unsecured, Considered GoodAccrued Interest on Deposits 1,289,553 333,615Unamortized Expenses - 91,002

Total 1,289,553 424,617

For the year ended31st March, 2012


19. REVENUE FROM OPERATIONS

Revenue from Sale of ProductsFinished Goods 1,068,012,305 619,918,697Traded Goods 47,965,811 286,038,204Sale of Services 3,949,000 2,425,200Other Operating Revenue 930,876 -

1,120,857,992 908,382,101Less: Excise Duty (5,893,633) -

Total 1,114,964,359 908,382,101





(Amount in `)



Details of Sales

a) Finished Goods

Fertilizers 1,054,491,637 584,944,298

Briquette 13,520,667 34,974,398

Total 1,068,012,305 619,918,697

b) Traded Goods

Fertilizers 47,965,811 286,038,204

Total 47,965,811 286,038,204

Details of Sale of ServicesGranulation Charges 3,949,000 2,425,200

Total 3,949,000 2,425,200

20. OTHER INCOME

Interest Income 1,993,723 825,385


Share of profits from partnership firm (Refer Note (a)) 1,120,294 1,403,703

Other non-operating income 636,000 708,000

Total 3,781,351 2,960,779

a) Relates to the year ended 2011-12 and 2010-11 respectively.

21. COST OF MATERIALS CONSUMED

Raw Material Consumed

Opening inventory 175,410,723 174,089,545

Add: Purchases (net) 768,358,578 390,548,200

Less: Inventory at the end of the year 243,750,793 175,410,723

Cost of raw materials consumed 700,018,508 389,227,023

Packing Material Consumed

Opening Inventory 6,661,052 8,585,834



Cost of sales 905,920 -

Cost of packing materials consumed 25,160,782 16,950,861

Total 725,179,289 406,177,884

a) Details of Consumption

Raw Material

Fertilizers 165,279,753 104,884,020

Rock 404,833,418 199,371,995

Acid 117,265,055 62,213,192

Agro Waste 8,473,388 21,914,545Others 4,166,894 843,272

Total 700,018,508 389,227,023

Packing Material

HDPE Bags 25,160,782 16,950,861

Total 25,160,782 16,950,861


46

(Amount in `)



22. PURCHASES OF STOCK-IN-TRADE

Fertilizers 53,357,349 281,821,504

Others 905,920 98,162

Total 54,263,269 281,919,666

23. CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN-PROGRESS AND STOCK-IN-TRADE

Stock at the beginning of the year

Finished Goods 80,074,829 103,426,552

Work-in-progress 10,915,528 8,696,670

Stock-in-trade 2,992,560 19,544,200

Less: Stock at the end of the year

Finished Goods 33,214,514 80,074,829

Work-in-progress 11,059,344 10,915,528

Stock-in-trade 7,830,000 2,992,560

Total 41,879,059 37,684,505

a) Details of Inventory

Finished Goods

Fertilizers 33,115,795 76,864,343

BRP Rock 98,719 3,210,486

Work-in-progress

Fertilizers 11,059,344 10,915,528

Stock-in-trade

Fertilizers 7,830,000 2,992,560

24. EMPLOYEE BENEFITS EXPENSE

Salaries, Wages and Bonus 32,041,767 14,181,045

Contribution to Provident Fund 1,507,894 889,554

Staff Welfare Expenses 161,657 316,155

Total 33,711,318 15,386,754

25. FINANCE COSTS

Interest Expenses 53,054,801 39,248,783

Other Borrowing Costs 4,372,455 2,616,803

Total 57,427,256 41,865,586

26. DEPRECIATION AND AMORTIZATION EXPENSE

Depreciation on Tangible Assets 8,626,346 5,270,843Amortization on Intangible Assets 224,386 148,699

Total 8,850,732 5,419,542





(Amount in `)



27. OTHER EXPENSESConsumption of stores and spare parts 33,949,347 12,907,843

Power and Fuel 31,889,672 16,718,560Rent 1,395,840 187660Repairs to Buildings 404,228 67,362Repairs to Machinery 7,934,589 1,222,626Repairs - Others 313,408 191,235Insurance 453,815 277,338Rates and Taxes 597,949 1,061,331Payment to Auditors (Refer Note (a)) 250,000 200,000Excise Duty (Refer Note (b)) 14,354 472,639

Miscellaneous expenses

Outward Freight and Transportation 41,462,548 29,330,913

Other Expenses 32,467,899 25,121,660

Total 151,133,649 87,759,168

a) Details of Payment to Auditors

Audit Fees 100,000 90,000

Certification Fees 25,000 20,000

Tax Audit Fees 35,000 25,000

VAT Audit Fees 35,000 25,000

Income Tax Matters 30,000 20,000

Out of Pocket Expenses 25,000 20,000

Total 250,000 200,000

b) Represents excise duty related to the difference between the closing stock and opening stock

28. EARNINGS PER SHARE

a) Profit after Tax as per the Statement of Profit and Loss attributable to equity shareholders

31,774,799 25,969,130

b) Weighted average number of equity shares outstanding 9,543,000 9,067,843

c) Basic and Diluted earnings per share in rupee 3.33 2.86

(Face value `10 per share)

29. CONTINGENT LIABILITIES(to the extent not provided for)

Outstanding bank guarantees 59,425,000 13,130,000

Claims against the Company not acknowledged as debts 5,566,391 1,500,000

Letter of Credit issued by Bankers - 5,000,000

Total 64,991,391 19,630,000

30. The balance in parties accounts are subject to confirmation and reconciliation, if any. In the opinion of the management all current assets including stock-in-trade/sundry debtors and loans and advances in the normal course of business would realize the value at least to the extent stated in the Balance Sheet.

31. MICRO, SMALL AND MEDIUM ENTERPRISES

There are no dues outstanding to Micro, Small and Medium Enterprises beyond the due date as at the Balance Sheet date. The above information regarding Micro, Small and Medium enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company and relied upon by the auditors.


48

32. RELATED PARTY DISCLOSURES

a) Names of related parties and nature of related parties relationship where control exists.

Subsidiaries:

i) M/s. Kirtiman Agro Genetics Ltd.

ii) M/s. Shiva Parvati Poultry Feed Private Ltd.

iii) M/s. Shrinivasa Agro Foods Private Ltd.

iv) M/s. Ghatprabha Fertilizers Private Ltd.

Key Management Personnel

i) Mr. Omprakash K. Gilda

ii) Mr. Arun R. Toshniwal

iii) Mr. Deepak S. Maliwal

iv) Mr. Narayanlal P. Kalantri

v) Mr. Sambhaji L. Pawar

vi) Mr. Vijay O. Agrawal

vii) Mr. Satish P. Maheshwari

viii) Dr. Ruturaj Jadhav

ix) Dr. Santosh Malpani

x) Mr. Divakar Shetty

xi) Mr. Shankarrao Dastapure

xii) Mr. Rajgopal Bhutada

Relatives of Key Management Personnel

i) Mrs. Sarojdevi N. Kalantri

ii) Mrs. Ahilyadevi K. Maliwal

iii) Mrs. Vijaya Toshniwal

iv) Mr. Nandkishor Toshniwal

v) Ms. Preeti M. Kalantri

Enterprises owned or significantly influenced by group of individuals or their relatives who have control or significant influence over the Company:

i) M/s. Kalantri Engineering Works

ii) M/s. Madhu Industries

iii) M/s. Ravito Engineering Works

iv) M/s. Sai Trading Company

v) M/s. Vijay Fertilizers Agency

vi) M/s. Kedarnath Jaivik Khate Utpadak

vii) M/s. Kedar Krishi Seva Kendra

viii) M/s. Durgeshwari Seeds & Fertilizers

ix) M/s. Preeti Enterprises Incorporated

x) M/s. Kartik Agro Chem Private Ltd.

Associates

i) M/s. Shiva Global Biotech

ii) M/s. Laxmi Sai Developers

Note: Related party relationship have been certified by the Management and relied upon by the auditors.





b) Transaction with Related Parties:(Amount in `)

Nature of Transaction

Subsidiaries

Relatives of Key

Management Personnel

Enterprises owned or significantly influenced by group of individuals

or their relatives who have control or

significant influence over the Company

Associates

Purchase of Goods - - 49,874,955 -

- - (9,681,264) -

Sale of Goods - - 40,899,555 239,200

- - (23,364,526) (1,633,794)

Services Received - - 4,775,165 -

- - (3,199,857) -

Loan Taken - 3,594,674 3,724,326 -

- (2,840,907) (40,224,337) -

Loan Repaid - 5,207,951 3,724,326 -

- (2,261,455) (40,069,674) -

Loan Given - - - -

- - (6,355,663) -

Interest Paid - 354,825 - -

- (325,648) - -

Share Application - - - -

(21,000,000) - - -

Services Rendered - - - 4,585,000

- - - (31,332,00)

Share of Profits - - - 1,120,294

- - - (1,403,703)

Interest Received - - - 645,309

- - - (402,931)

Note: Figures in the brackets represents previous year’s figures.


50

33. SEGMENT REPORTING:

The Company operates in the business segments of Fertilizers, Briquette and BRP in the domestic market.

(Amount in `)

Particulars Fertilizers Briquette BRP Total

Segment Revenue

Operating Revenue 1,101,443,691 13,520,667 - 1,114,964,358(873,407,702) (34,974,398) - (908,382,101)

Other Income 3,781,351 - - 3,781,351(2,960,779) - - (2,960,779)

Segment Result

Profit Before Tax 43,985,290 2,139,958 - 46,125,248(28,743,129) (6,390,756) - (35,133,884)

Provision for Tax 14,350,449 - - 14,350,449(9,164,754) - - (9,164,754)

Other Information

Segment Assets 968,924,525 2,279,269 78,854,256 1,050,058,050(689,681,174) (2,441,086) (101,843,661) (793,965,921)

Segment Liabilities 608,317,201 - 49,238,629 657,555,830(356,481,860) - (65,665,527) (422,147,387)


34. Figures have been rounded off to the nearest rupee.









This page is intentionally left blank.

52

Overview Report & Financials Consolidated Financial Statements


Consolidated Financial Statements of Shiva Global Agro Industries Ltd. and its Subsidiaries


To,The Board of Directors ofShiva Global Agro Industries Ltd.

We have audited the attached Consolidated Balance Sheet of 1. Shiva Global Agro Industries Ltd. and its subsidiaries as at 31st March, 2012 the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards 2.require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that the Consolidated Financial Statements have been prepared by the Company’s management in 3.accordance with the requirements of Accounting Standard 21- Consolidated Financial Statements as notified by the Companies (Accounting Standard) Rules, 2006.

On the basis of the information and explanations given to us and on consideration of the separate audit report 4.on individual audited financial statements of Shiva Global Agro Industries Ltd. and its Subsidiaries, we are of the opinion that, the Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement give a true and fair view in conformity with the accounting principles generally accepted in India:-

in the case of Consolidated Balance Sheet, of the Consolidated State of affairs of the group as at 31a) st March, 2012;

in the case of Consolidated Statement of Profit and Loss, of the Consolidated results of the group for the year b)ended on that date, and

in the case of Consolidated Cash Flow Statement, of the Consolidated Cash Flows of the Group for the year c)ended on that date.

For J. P. Falor & Co.Chartered Accountants

Firm Registration No. 102835W

__________________ Jaiprakash S. FalorPlace : Nanded ProprietorDate : 30th May, 2012 Membership No. 043337

Auditor’s Report on Consolidated Financial Statements

54

Consolidated Balance Sheet as at 31st March, 2012

(Amount in `)

ParticularsNoteNo.



I. EQUITY AND LIABILITIES

1. Shareholders’ Funds

a) Share capital 2 95,430,000 95,430,000

b) Reserves and surplus 3 373,197,767 342,192,692

2. Share Application money pending allotment - 6,070,000

3. Minority Interest 165,762,492 111,082,705

4. Non-Current Liabilities

a) Long-term borrowings 4 188,924,463 201,724,753

b) Deferred tax liabilities (net) 5 36,304,195 29,832,554

c) Other long-term liabilities 6 16,464,366 19,973,645

d) Long-term provisions 7 406,434 169,500

5. Current Liabilities

a) Short-term borrowings 8 996,108,268 947,277,941

b) Trade payables 325,928,513 104,647,950

c) Other current liabilities 9 78,566,313 87,364,307 d) Short-term provisions 10 30,670,560 32,530,957

TOTAL 2,307,763,370 1,978,297,003

II. ASSETS1. Non-Current Assets

a) Fixed Assets 11

i) Tangible assets 389,151,198 391,970,922

ii) Intangible assets 663,202 1,021,646

iii) Capital Work-in-Progress 15,302,030 3,428,813

iv) Intangible assets under development 74,544,793 69,074,395

b) Non-current investments 12 12,479,373 8,383,648

c) Long-term loans and advances 13 42,469,811 40,366,283

d) Other non-current assets 14 50,858,500 23,491,568

2. Current Assets

a) Current investments 15 40,500 -

b) Inventories 16 886,829,533 890,773,181

c) Trade receivables 17 731,335,137 459,056,617

d) Cash and bank balances 18 15,565,916 39,123,925

e) Short-term loans and advances 19 76,748,542 49,444,836 f) Other current assets 20 11,774,834 2,161,169

TOTAL 2,307,763,370 1,978,297,003

Significant accounting policies 1Notes on financial statements 2 to 37





Overview | Reports | Standalone Financial Statements

Consolidated Financial Statements


Consolidated Statement of Profit and Loss for the year ended 31st March, 2012

(Amount in `)

ParticularsNoteNo.



I. REVENUE FROM OPERATIONS 21 3,985,362,531 3,604,695,878

II. OTHER INCOME 22 14,869,299 4,252,058

Total Revenue 4,000,231,830 3,608,947,935

III. EXPENSES:

Cost of materials consumed 23 3,000,587,989 2,408,498,431

Purchases of Stock-in-Trade 24 295,946,161 634,683,617

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

25 (36,368,646) (13,772,760)

Employee benefits expense 26 78,792,627 52,707,047

Finance costs 27 164,749,848 125,079,129

Depreciation and amortization expense 28 24,378,774 20,251,558

Other expenses 29 379,386,928 289,017,539

Total Expenses 3,907,473,682 3,516,464,561

IV. PROFIT BEFORE PRIOR PERIOD ITEMSAND TAX

92,758,147 92,483,375

V. Add/(Less): Prior Period Items (404) (379,180)

VI. PROFIT BEFORE TAX 92,757,743 92,104,194

VII. TAX EXPENSES:

1. Current tax 25,259,260 21,054,588

2. Deferred tax 6,471,641 4,810,840

3. MAT credit entitlement (2,449,133) (4,502,964)

VIII. PROFIT BEFORE MINORITY INTEREST 63,475,976 70,741,730

IX. MINORITY INTEREST 13,385,002 16,812,536

X. PROFIT AFTER MINORITY INTEREST 50,090,974 53,929,195

XI. EARNINGS PER EQUITY SHARE: 30

- Basic and Diluted 5.14 5.76


Notes on Financial Statements 2 to 37


For J.P. Falor & Co.Chartered AccountantsFirm Registration No.102835W _______________________



56

Consolidated Cash Flow Statement for the year ended 31st March, 2012

(Amount in `)


A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax 79,373,145 75,670,839

Adjustments:

Add: Interest Paid 164,749,848 125,079,129

Depreciation and Amortization 24,378,774 20,251,558

Amortisation of Preliminary Expenses 1,552,645 1,140,519

Loss/(Profit) on Sale of Fixed Assets 89,413 190,770,680 (4,412) 146,466,794

Less:Prior Period Income 404 379,180

Interest Received 4,508,378 1,905,528

Dividend Income 42,638 31,463


Other non-operating income 1,106,575 6,778,289 911,364 4,631,238

Operating Profit Before Working Capital Changes 263,365,537 217,506,395

Adjustments For:

Trade and other receivables (335,373,552) (186,017,073)

Inventories 3,943,648 (132,806,185)

Trade payables and other liabilities 206,647,023 (124,782,881) (749,796,45) (393,802,903)

Cash Generated From Operations 138,582,656 (176,296,507)

Less:Taxes For the Year

Direct Taxes Paid 24,342,619 25,410,083

NET CASH USED IN/FROM OPERATING ACTIVITIES 114,240,037 (201,706,590)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (38,906,079) (122,330,382)

Interest Received 4,460,378 1,471,960

Dividend Received 42,638 31,463


Other non-operating income 1,106,575 911,364

Sale of Fixed Assets 272,444 72,219

Investment Made (4,136,225) (3,431,634)

Movement in Minority Interest 48,609,787 (10,650,048)

Miscellaneous Expenditure (3,003,000) (142,530)

Proceeds from issue of Shares - 18,065,870

Share Application Money Received - 27,100,000

Special Capital Incentive Received - 642,123

Adjustment on account of change in holding (7,994,785) (5,095,540)

Securities Premium Received - 81,296,415

NET CASH USED IN/FROM INVESTING ACTIVITIES 1,572,026 (10,655,018)




(Amount in `)


C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds From Short -Term Borrowings 48,830,327 273,619,209

Proceeds/Repayment From Long-Term Borrowings (12,800,290) 27,147,961

Proceeds from Unsecured Loans - 17,969,448

Interest Received 48,000 433,568

Interest Paid (164,749,848) (125,079,129)

Dividend Paid (9,113,289) (7,276,576)

Dividend distribution tax paid (1,584,973) (1,314,810)

NET CASH USED IN/FROM FINANCING ACTIVITIES (139,370,073) 185,499,671

D. NET INCREASE IN CASH AND CASHEQUIVALENTS (A+B+C)

(23,558,010) (26,861,937)

E. CASH AND CASH EQUIVALENTS AT THEBEGINNING OF THEYEAR

39,123,925 65,985,862

F. CASH AND CASH EQUIVALENTS AT THEEND OF THEYEAR (D+E)

15,565,916 39,123,925

Consolidated Cash Flow Statement for the year ended 31st March, 2012 (Contd.)





58

A. PRINCIPLES OF CONSOLIDATION:

The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 “Consolidated Financial Statements” notified under sub-section (3C) of Section 211 of the Companies Act, 1956, and other relevant provisions of the Companies Act, 1956. These relate to Shiva Global Agro Industries Ltd. (the Company) and its Subsidiaries. The Consolidated Financial Statements have been prepared on thefollowing basis:

The financial statements of the Holding Company and its Subsidiaries have been consolidated on a line i.by line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealized profits or losses.

The difference between the costs of investment in the subsidiaries, over the net assets at the time of ii.acquisition of shares in the subsidiaries is recognized in the financial statements as goodwill or capital reserve as the case may be.

Minority interest in the net assets of the subsidiaries consists of the amount of equity attributable to iii.minority shareholders at the dates on which investments are made by the Company in the subsidiary companies and further movements in their share in the equity, subsequent to the dates of investments.

The Consolidated Financial Statements are prepared by adopting uniform accounting policies for like iv.transactions and other events in similar circumstances and are presented, to the extent possible, in the same manner as the Company’s separate financial statements.

B. BASIS OF ACCOUNTING:

The financial statements are prepared under the historical cost convention on an accrual basis of accounting in accordance with the Generally Accepted Accounting Principles, Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 and the relevant provisions thereof.

C. USE OF ESTIMATES:

The presentation of financial statements requires certain estimates and assumptions. These estimations and assumptions affect the reported amount of assets and liabilities on date of the financial statement and the reported amount of revenues and expenses during the reporting period. Difference between the actual result and estimates are recognized in the period in which the results are known/materialized.

D. FIXED ASSETS AND DEPRECIATION:

i. Tangible Assets:

Fixed Assets are stated at original cost net of tax/duty credits availed, if any, less accumulated depreciation and impairment losses. Cost of acquisition comprises all costs incurred to being the assets to their location and working condition up to the date the assets are put to use. Costs of construction are composed of those costs that relate directly to specific assets and those that are attributable to the construction activity in general and can be allotted to the specific assets up to the date the asset are put to use. The expenditure incurred during the period of construction is debited to the capital work-in – progress and on completion the costs are allotted to the respective fixed assets.

Depreciation on fixed assets is provided on straight line method at the rates and in the manner specified in Schedule XIV of the Companies Act, 1956.

ii. Intangible Assets:

Intangible Assets are stated at their cost of acquisition less accumulated amortization and impairment losses. An asset is recognized, where it is probable that the future economic benefits attributable to the assets will flow to the enterprises and where its cost can be reliably measured. Specified software purchased is amortized over a period of three years.

E. INVESTMENT:

Investments are classified as current or long-term.

i. Current Investments are stated at lower of cost and fair value. Any reduction in the carrying amount and any reversals of such reductions are charged or credited to the Statement of Profit and Loss.

ii. Long-Term Investments are stated at cost. Provision for diminution is made to recognize a decline, other than temporary, in the value of such investments.

F. INVENTORIES:

Finished goods and work-in-process are valued at lower of cost or net realizable value.

i. Cost comprises of material, labor, power, depreciation and appropriate portion of overheads, incurred in bringing the inventories to their present location and condition.



Notes forming part of the Financial Statements

1. SIGNIFICANT ACCOUNTING POLICIES


ii. Raw material, material in transit, stores and spares and packing materials are valued at cost (Net of input credits) or net realizable value whichever is lower

G. EMPLOYEE BENEFITS:

i. Retirement benefits in the form of contribution to provident fund are charged to the Statement of Profit and Loss on accrual basis and deposited in employees provident fund account administered by the central government.

ii. Gratuity liability under the payment of gratuity act is accounted on accrual basis.

H. BORROWING COSTS:

Borrowing costs that are attributable to the acquisition/construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to the Statement of Profit and Loss.

I. REVENUE RECOGNITION:

i. Revenue from sale of products is recognized when the significant risk and rewards of ownership of the goods have passed to the buyer and there is no uncertainty regarding the amount of consideration or collectability.

ii. Subsidy is recognized on the basis of the concession scheme announced by the Government of India from time to time. Subsidy is accounted for on the basis of sale made by the Company.

iii. Dividend income from investments is accounted for in the year in which the right to receive the payment is established.

J. RESEARCH AND DEVELOPMENT EXPENDITURE:

i. Research and development expenditure is recognized as an expense except that costs incurred on development of products are recognized as intangible assets to the extent that all the necessary criteria are met.

ii. Development costs that have been capitalized are amortized as research and development expenses from the commencement of the commercial production of the product to which they relate on a straight line basis.

K. TAXES ON INCOME:

i. Current tax is determined as the amount of tax payable on taxable income for the year.

ii. Deferred tax is recognized on the basis of timing difference between the taxable income and accounting income that originate in one year and are capable of reversal in one or more subsequent year, subject to concept of prudence.

L. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS:

i. Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources.

ii. Contingent liabilities are not recognized, but are disclosed in the notes.

iii. Contingent assets are neither recognized nor disclosed in the financial statements.

M. NET PROFIT FOR THE PERIOD AND PRIOR PERIOD ITEM:

i. All items of income and expenses pertaining to the year are included in arriving at the net profit for the year unless specifically mentioned elsewhere in the financial statements or as required by accounting standards.

ii. Prior period items are disclosed separately in the Statement of Profit and Loss.

N. FOREIGN CURRENCY TRANSACTIONS:

i. Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of transaction. Foreign currency monetary assets and liabilities are translated at year end exchange rates. Exchange difference arising on settlement of transactions and translation of monetary items are recognized as income or expense in the year in which they arise.

ii. In respect of forward exchange contracts, the difference between the forward rate and the exchange rate at the inception of contract is recognized as income or expense over the period of the contract.

iii. Gains or Losses on cancellation/settlement of forward exchange contracts are recognized as incomeor expense.

O. EXCISE DUTY:

Excise duty is accounted on the basis of both, payments made in respect of goods cleared as also provision made for goods lying in bonded warehouses.


60

Consolidated Notes forming part of the Financial Statements (Contd.)

(Amount in `)



2. SHARE CAPITAL

EQUITY SHARE CAPITAL

Authorised:


100,000,000 100,000,000

Issued, Subscribed and Fully Paid-up


95,430,000 95,430,000

Total 95,430,000 95,430,000

a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period


Numberof Shares

AmountNumber

of SharesAmount

Equity Shares:

Balance as at the beginning of the year

9,543,000 95,430,000 7,736,413 77,364,130

Add: Preferential Allotment of Shares made during the year

- - 1,806,587 18,065,870

Balance as at the end of the year

9,543,000 95,430,000 9,543,000 95,430,000

b) Terms/rights attached to equity shares

i. The Company has one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors, if any, 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 will be entitled to receive the remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

ii. The Company has issued 1,183,587 equity shares of ` 10/- each on preferential basis. Out of these, 500,000 equity shares are issued at a price of ` 40/- per share (inclusive of share premium of ` 30/- per share) and 683,587 equity shares are issued at a price of ` 55/- per share (inclusive of share premium of ` 45/- per share). The said shares have lock in period of 3 years from the date of allotment.

c) Details of shareholders holding more than 5% shares in the Company


Numberof Shares


Numberof Shares


Equity Shares:

Deepak Maliwal 565,850 5.93% 565,850 5.93%

Omprakash Gilda 523,000 5.48% 523,000 5.48%

d) Shares allotted as fully paid-up pursuant to contract(s) without payment being received in cash (during 5 years immediately preceding March 31, 2012)

1,629,813 Equity Shares of ` 10/- each were issued in 2007 to the erstwhile shareholders of Parvati Fertilizers Pvt. Ltd. pursuant to the Scheme of Amalgamation without payment being received in cash.




(Amount in `)



3. RESERVES AND SURPLUS

Capital Reserve

Special Capital Incentive


Adjustments on account of change in holding (290,288) 642,123


Capital Reserve


Adjustments on account of change in holding (5,092,465) (3,382,268)


Securities Premium Account 170,177,915 170,177,915

General Reserve


Add: Transferred from Surplus in Statement of Profit and Loss 1,713,469 1,804,446

Less: Adjustments on account of change in holding (227,122) (151,650)


Surplus in Statement of Profit and Loss


Add: Profit for the year 50,090,974 53929195

Less: Appropriations

Proposed dividend on equity shares for the year 9,543,000 9,543,000

Dividend distribution tax on proposed dividend on equity shares 1,548,113 1,584,973

Transfer to General Reserve 1,713,469 1,804,446

Adjustments on account of change in holding 2,384,911 1,561,622


Total 373,197,767 342,192,692

4. LONG-TERM BORROWINGS

Secured

Term Loan from Banks 76,193,179 99,690,864

Unsecured

Loans and Advances From Related Parties 93,309,685 89,016,579Other Loans and Advances 19,421,599 13,017,310

Total 188,924,463 201,724,753

5. DEFERRED TAX LIABILITIES (NET)

Opening Deferred Tax Liabilities 29,832,554 25,021,714

Add/(Less):

Difference between book and tax depreciation 6,517,334 4,856,533

Disallowance U/s 43B (45,693) (45,693)

Total 36,304,195 29,832,554


62

(Amount in `)



6. OTHER LONG-TERM LIABILITIES

Trade Payables 1,842,848 5,492,014Advances from Customers 2,368,656 2,607,529Dealership Deposits 9,898,000 9,025,000Others 2,354,863 2,849,102

Total 16,464,366 19,973,645

7. LONG-TERM PROVISIONS

Provision For Employees Benefit 131,743 169,500Others 274,691 -

Total 406,434 169,500

8. SHORT-TERMS BORROWINGS

Secured

Working Capital Loans repayable on demand

- Rupee Loan from Banks 989,332,282 792,613,558

- Foreign Currency loan from Banks - 150,879,000

Unsecured

Deposits 6,775,986 3,785,383

Total 996,108,268 947,277,941

Working Capital loan from bank is secured by first charge on inventories, book debts, bills for collection and second charge on entire fixed assets of the Company. Further, the loan has been guaranteed by the personal guarantee of all the directors of the Company.

9. OTHER CURRENT LIABILITIES

Application Money received and due for refund - 21,030,000Current maturities of long-term debt 29,890,668 27,998,884Interest accrued and due on borrowings 993,239 1,438,948Unclaimed dividends (Refer Note below) 1,307,771 878,060Staff Balances 6,602,442 9,225,727Advances from Customers 35,276,529 23,928,534Others 4,495,664 2,864,154

Total 78,566,313 87,364,307

There are no amounts due for payment to the Investor Education and Protection Fund under Section 205C of the Companies Act,1956 as at the year end.

10. SHORT-TERM PROVISIONS

Employees' Benefits 945,338 681,120Taxation (net of taxes paid) 7,079,317 6,769,364Less: MAT Credit Entitlement (606,688) (1,194,337)Proposed Dividend 9,543,000 9,543,000Dividend Distribution Tax 1,548,113 1,584,973Others 12,161,480 15,146,837

Total 30,670,560 32,530,957





11.

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9


64

(Amount in `)



12. NON-CURRENT INVESTMENTS

Other Investments (Valued at cost unless stated otherwise)

Quoted


100 (Previous Year: 100) Equity Shares of ` 10/- each fully paid-up in Gujarat State Fertilizers & Chemicals Ltd.

13,892 13,892

33 (Previous Year: 33) Equity Shares of ` 10/- each fully paid-up in Aditya Birla Nuvo Ltd.

14,043 14,043

100 (Previous Year: 100) Equity Shares of ` 10 each fully paid-up in Zuari Industries Ltd

9,752 9,752

100 (Previous Year: 100) Equity Shares of ` 10 each fully paid-up in Rashtriya Chemicals & Fertilizers Ltd.

3,898 3,898

1,500 (Previous Year: 1500) Equity Shares of ` 2 each fullypaid-up in Coromandel International Ltd.

36,800 36,800

Nil (Previous Year: 500) Equity Shares of ` 10 each fully paid-up in Nagarjuna Fertilizers & Chemicals Ltd.

- 8,335

500 (Previous Year: Nil) Equity Shares of ` 1 each fully paid-up in Nagarjuna Oil Refinery Ltd.

3,969 -

3734 (Previous Year: 3734) Equity Shares of ` 10 each fully paid-up in Union Bank of India

410,740 410,740

50 (Previous Year: 50) Equity Shares of ` 10 each fully paid-up in Deepak Fertilizers & Petrochemicals Corporation Ltd.

4,587 4,587

20 (Previous Year: 10) Equity Shares of ` 10 each fully paid-up in Monsanto India Ltd.

16,635 16,635

50 (Previous Year: 50) Equity Shares of ` 10 each fully paid-up in Kaveri Seed Company Ltd.

12,577 12,577

Investments in Mutual funds

- Union KBC Equity Fund 75,000 units (Previous Year: Nil) of Face Value `10 each

750,000 -

- Union KBC Tax Saver Growth 94,990 units (Previous Year: Nil) of Face Value `10 each

950,000 -

- Union KBC Dynamic Bond Fund 149,990 units (Previous Year: Nil) of Face Value `10 each

1,500,000 -

Unquoted


550 (Previous Year: Nil) Equity Shares of ` 1 each fully paid-up in Kakinada Fertilizers Ltd.

4,366 -

Investment in Government SecuritiesYears National Savings Certificate 27,500 63,000

Investments in Partnership FirmsShiva Global Biotech 6,095,614 5,164,389Laxmi Sai Developers 2,625,000 2,625,000

Aggregate amount of quoted investments 3,726,893 531,259

Market Value of quoted investments 4,785,009 1,629,268

Aggregate amount of unquoted investments 8,752,480 7,852,389

Total 12,479,373 8,383,648

Consolidated Notes forming part of the Ffinancial Statements (Contd.)




a) Details of Investments in Partnership FirmsInvestment in M/s. Shiva Global Biotech

Names of the PartnersShare of Profits (%)


1. M/s. Shiva Global Agro Industries Ltd. 55.00% 51.00%2. Mrs. Rajshree Sharma 22.00% 16.33%3. Mrs. Smita Vaidya - 16.34%4. Mrs. Sandhya Laddha - 16.33%5. Mr. Sanjay Laddha 23.00% -Total Capital of the Firm 11,103,511 10,212,501Investment in M/s. Laxmi Sai Developers1. M/s. Shiva Global Agro Industries Ltd. 15.00% 15.00%2. Mr. Hitesh Nihalani 40.00% 40.00%3. Mr. Jairam Nihalani 10.00% 10.00%4. Mr. Shailesh Shetty 10.00% 10.00%5. Mrs. Chitrakala Shetty 2.00% 2.00%6. Mr. Sanket Shetty 1.00% 1.00%7. Mr. Murtuza Bhetosiwala 6.00% 6.00%8. Mr. Mahesh Teil 6.00% 6.00%9. Mr. Dilip Agraharkar 5.00% 5.00%10. Mrs. Madhuri Kothari 5.00% 5.00%Total Capital of the Firm 18,040,633 15,589,150

(Amount in `)



13. LONG-TERM LOANS AND ADVANCES


Capital Advances 1,437,530 2,140,888

Security Deposit 6,579,903 5,280,152

Loans and Advances to related parties 106,816 106,816

Other Loans and Advances

Prepaid Expenses 30,000 60,000

Other Deposits 1,125,000 840,000

Balance with Tax Authorities 12,542,013 12,589,464

MAT Credit Entitlement 8,916,670 7,074,225

Advances to Suppliers 12,86,001 3,832,301

Staff Imprest and Advances 519,045 -

Others 9,926,833 8,442,438

Total 42,469,811 40,366,283

14. OTHER NON-CURRENT ASSETSUnsecured, Considered Good

Long-Term Trade Receivables 26,355,757 8,152,331

Non-Current Bank BalancesLong Term deposits with banks having maturity period more than 12 months

- In Margin Deposits 16,141,438 5,821,438

- In Fixed Deposits 259,454 2,979,454

Others

Unamortized Expenses 5,401,851 4,138,345

Others 2,700,000 2,400,000

Total 50,858,500 23,491,568


66

(Amount in `)



15. CURRENT INVESTMENTS

Other Investments (Valued At Cost Unless Otherwise Stated)

Investment In Government Security 40,500 -

National Saving Certificate

Total 40,500 -

16. INVENTORIES

Raw materials 501,885,600 539,645,232Packing Materials 24,395,185 26,171,527Work-in-progress 11,059,344 10,915,528Finished goods 294,253,919 260,785,113Stock-in-trade 26,058,079 26,012,281Stores, Spares and Consumables 29,177,406 27,243,500

Total 886,829,533 890,773,181

17. TRADE RECEIVABLES

Unsecured, Considered GoodOver six months 10,676,948 17,231,787Others 720,658,189 441,824,830

Total 731,335,137 459,056,617

18. CASH AND BANK BALANCES

Cash and Cash EquivalentsBalances with BanksIn Current Accounts 7,398,841 30,812,943

Cash on hand 3,979,304 7,052,922

Other Bank Balances

Unpaid Dividend Accounts 1,307,771 878,060

Fixed Deposits with Banks 2,880,000 380,000

Total 15,565,916 39,123,925

19. SHORT-TERM LOANS AND ADVANCES

Unsecured, Considered GoodLoans and Advances to Related Parties 8,507,511 19,313,031Other Loans and Advances

Staff Imprest and Advances 3,077,799 5,070,041Advances to Suppliers 4,369,412 6,485,882Prepaid Expenses 2,268,978 1,677,765Balance with Tax Authorities 4,015,247 386,463Others 54,509,595 16,511,654

Total 76,748,542 49,444,836

20. OTHER CURRENT ASSETS

Unsecured, Considered GoodAccrued Interest on Deposits 2,221,775 886,373Subsidy receivable 8,091,414 -Unamortized expenses 1,461,645 1,274,796

Total 11,774,834 2,161,169





(Amount in `)



21. REVENUE FROM OPERATIONS

Revenue from -

Sale of Products

Finished Goods 3,686,881,688 2,980,682,766

Traded Goods 302,006,773 621,609,610

Sale of Services 3,949,000 2,425,200

Other Operating Revenue 1,371,260 18,350

3,994,208,720 3,604,735,926

Less: Excise Duty (8,846,189) (40,048)

Total 3,985,362,531 3,604,695,878

Details of Sales

a) Finished Goods

Fertilizers 1,309,555,419 976,999,835

Seeds 275,642,995 186,656,621

Crude Oil 770,343,486 604,200,431

Poultry Feed 1,253,486,744 1,126,556,557

Soil Conditioner 55,749,624 26,798,038

Briquette 22,103,419 59,471,284

Total 3,686,881,688 2,980,682,766

b) Traded Goods

Fertilizers 126,714,443 298,482,459

Seeds 54,422,884 -

Crude Oil 40,706,470 -

Poultry Feed 65,580,197 191,899,123

Crop Nutrition Products and Fertilizers 14,582,779 -

Total 302,006,773 490,381,582

Details of Sale of ServicesGranulation Charges 3,949,000 2,425,200

Total 3,949,000 2425,200

22. OTHER INCOME

Interest Income 4,508,378 1,905,528

Government Grant 8,091,414 -


Share of profits from partnership firm (Refer Note (a)) 1,120,294 1,403,703

Other non-operating income 1,106,575 911,364

Total 14,869,299 4,252,058

a) Relates to the year ended 2011-12 and 2010-11 respectively.


68

(Amount in `)



23. COST OF MATERIALS CONSUMED

Raw Material Consumed


Add: Purchases (net) 2,904,350,276 2,478,066,318

Add: Transfer for Re-processing 2,710,226 -


Cost of Raw materials consumed 2,944,820,133 2,361,323,317

Packing Material Consumed




Cost of Sales 905,920 -

Cost of Packing materials consumed 55,767,856 47,175,114

Total 3,000,587,989 2,408,498,431

a) Details of Consumption

Raw Materials

Fertilizers 359,032,339 416,829,624

Rock 404,833,418 199,371,995

Acid 117,265,055 62,213,192

Oil Seeds 1,936,591,653 1,554,909,041

Raw Mix 1,324,993 12,032,092

Seeds 73,345,275 71,013,009

Agro Waste 17,019,538 44,111,093

Neem 17,170,897 -

Castor 5,332,924 -

Shea 4,329,678 -

Others 8,574,365 843,272

Total 2,944,820,133 2,361,323,317

Packing Material

HDPE Bags 51,617,145 43,947,668

Bardana 4,150,711 3,227,446

Total 55,767,856 47,175,114

24. PURCHASES OF STOCK-IN-TRADE

Fertilizers 118,642,543 294,192,624

Poultry Feed 62,415,386 185,482,310

Crude Oil 39,360,890 -

Seeds 70,710,917 154,766,451

Crop Nutrition Products and Fertilizers 3,910,505 144,070

Others 905,920 98,162

Total 295,946,161 634,683,617





(Amount in `)



25. CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN-PROGRESS AND STOCK-IN-TRADE

Stock at the beginning of the year

Finished Goods 263,495,339 219,580,369

Work-in-progress 10,915,528 8,696,670

Stock-in-trade 23,302,055 55,663,123

Less: Transferred for Re-processing (2,710,226) -

Less: Stock at the end of the year

Finished Goods 294,253,919 263,495,339

Work-in-progress 11,059,344 10,915,528

Stock-in-trade 26,058,079 23,302,055

Total (36,368,646) (13,772,760)

a) Details of Inventory

Finished Goods

Fertilizers 55,207,087 106,166,428

Seeds 48,170,261 93,528,691

BRP Rock 98,719 3,210,486

Crude Oil 102,450,519 21,886,854

Poultry Feed 75,739,519 38,326,528

Soil Conditioner 12,326,580 341,188

Briquette 261,234 35,164

Work-in-progress

Fertilizers 11,059,344 10,915,528

Stock-in-trade

Fertilizers 7,830,000 2,992,560

Seeds 9,653,542 10,669,352

Crude Oil 61,120 -

Poultry Feed 31,059 26,597

Crop Nutrition Products and Fertilizers 8,482,358 9,613,546

26. EMPLOYEE BENEFITS EXPENSE

Salaries, Wages and Bonus 74,373,985 48,714,798

Contribution to Provident Fund 2,855,268 2,509,682

Staff Welfare Expenses 1,563,374 1,482,567

Total 78,792,627 52,707,047

27. FINANCE COSTS

Interest Expenses 154,891,806 120,887,460

Other Borrowing Costs 9,858,043 4,191,669

Total 164,749,848 125,079,129


70

(Amount in `)



28. DEPRECIATION AND AMORTIZATION EXPENSE

Depreciation on Tangible Assets 23,806,108 19,774,475

Amortisation on Intangible Assets 572,666 477,083

Total 24,378,774 20,251,558

29. OTHER EXPENSES

Consumption of stores and spare parts 43,665,468 26,323,975

Power and Fuel 87,673,121 61,751,421

Other Consumables 26,193,573 28,182,450

Brokerage and Commission 2,405,055 2,448,267

Rent 9,024,701 6,062,413

Repairs to Buildings 1,048,529 782,197

Repairs to Machinery 9,014,903 2,806,615

Repairs - Others 2,536,178 2,118,958

Insurance 1,983,271 1,791,112

Rates and Taxes 2,621,134 2,031,135

Payment to Auditors (Refer Note (a)) 670,000 620,000

Excise Duty (Refer Note (b)) 19,396 832,046

Miscellaneous expenses

Outward Freight and Transportation 68,523,454 57,661,289

Discount and Commission 39,882,785 41,301,913

Sales Promotion and Advertisement Expenses 16,524,843 4,089,615

Other Expenses 67,600,518 50,214,133

Total 379,386,928 289,017,539

a) Details of Payment to Auditors

Audit Fees 325,000 315,000

Certification Fees 30,000 25,000

Tax Audit Fees 135,000 125,000

VAT Audit Fees 125,000 115,000

Income Tax Matters 30,000 20,000

Out of Pocket Expenses 25,000 20,000

Total 670,000 620,000

b) Represents excise duty related to the difference between the closing stock and opening stock

30. EARNINGS PER SHARE

a) Profit after Tax as per the Statement of Profit and Loss attributable to equity shareholders

49,033,981 52,215,923

b) Weighted average number of equity shares outstanding 9,543,000 9067843

c) Basic and Diluted earnings per share in rupee 5.14 5.76

(Face value ` 10 per share)





(Amount in `)



31. CONTINGENT LIABILITIES(to the extent not provided for)

Contingent liabilities

Outstanding bank guarantees 62,475,000 15,180,000

Claims against the Company not acknowledged as debts 5,566,391 1,500,000

Letter of Credit issued - 5,000,000

Total 68,041,391 21,680,000

32. The balance in parties accounts are subject to confirmation and reconciliation, if any. In the opinion of the management all current assets including stock-in-trade/sundry debtors and loans and advances in the normal course of business would realize the value at least to the extent stated in the Balance Sheet.

33. MICRO, SMALL AND MEDIUM ENTERPRISES:

There are no dues outstanding to Micro, Small and Medium Enterprises beyond the due date as at the Balance Sheet date. The above information regarding Micro, Small and Medium enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company and relied upon by the auditors.

34. RELATED PARTY DISCLOSURES

a) Names of related parties and nature of related parties relationship where control exists.

Key Management Personnel

1. Mr. Omprakash K. Gilda 12. Mr. Rajgopal Bhutada

2. Mr. Arun R. Toshniwal 13. Mr. Rajesh Maliwal

3. Mr. Deepak S. Maliwal 14. Mr. Anand Omprakash Gilda

4. Mr. Narayanlal P. Kalantri 15. Mr. Kailash Shashikant Puramwar

5. Mr. Sambhaji L. Pawar 16. Mr. Madhusudan Kalantri

6. Mr. Vijay O. Agrawal 17. Mr. Dnyaneshwar B. Mamde

7. Mr. Satish P. Maheshwari 18. Mr. Deelip B. Chakkarwar

8. Dr. Ruturaj Jadhav 19. Mr. Shriram U. Medewar

9. Dr. Santosh Malpani 20. Mr. Sujeet S. Medewar

10. Mr. Divakar Shetty 21. Mr. Jaswantsingh Sidhu

11. Mr. Shankarrao Dastapure

Relatives of Key Management Personnel

1. Mrs. Sarojdevi N. Kalantri 16. Mr. Rajeshwar Medewar

2. Mrs. Ahilyadevi K. Maliwal 17. Mr. Sadanand Medewar

3. Mrs. Vijaya Toshniwal 18. Mr. Sanjay Chintawar

4. Mr. Nandkishor Toshniwal 19. Mr. Sunil Medewar

5. Ms. Preeti M. Kalantri 20. Mr. Sushil Medewar

6. Madhusudan Kalantri HUF 21. Mr. Vasant Medewar

7. Mrs. Santoshdevi Kalantri 22. Mrs. Kshipra N. Kailaswar

8. Narayanlal Kalantri HUF 23. Mrs. Mayuri S Medewar

9. Ravikumar Kalantri HUF 24. Mrs. Rupali S. Medewar

10. Mr. Laxminivas Kalantri 25. Mrs. Seema Sanjay Chintawar

11. Ms. Pooja Kalantri 26. Mrs. Sheela Medewar

12. Deelip Chakkarwar HUF 27. Mrs. Vijaya S. Medewar

13. Mrs. Deepali D. Chakkarwar 28. Mr. Vasant U Medewar

14. Mr. Nitin Kailaswar 29. Udhavrao M Medewar HUF

15. Mr. Madhav S. Medewar


72

Enterprises owned or significantly influenced by group of individuals or their relatives who have control or significant influence over the Company:

1. M/s. Kalantri Engineering Works 14. M/s. Charumati Finance Pvt. Ltd.2. M/s. Madhu Industries 15. M/s. Virgo Fiscal Pvt. Ltd.3. M/s. Ravito Engineering Works 16. M/s. Bhumata Agro Traders4. M/s. Sai Trading Company 17. M/s. Parsewar Seeds & Fertilizers5. M/s. Vijay Fertilizers Agency 18. M/s. Krushna Godavari KBBUVVSS Ltd.6. M/s. Kedarnath Jaivik Khate Utpadak 19. M/s. Active Vinimay Pvt. Ltd.7. M/s. Kedar Krishi Seva Kendra 20. M/s. Balaji Oil Industries8. M/s. Durgeshwari Seeds & Fertilizers 21. M/s. Govindraj Agro Industries9. M/s. Preeti Enterprises Incorporated 22. M/s. Shrinivasa Cold Storage & Warehousing10. M/s. Kartik Agro Chem Private Ltd. 23. M/s. Textile Corporation of Marathwada Ltd.11. M/s. Krishnaveni Seeds & Fertilizers 24. M/s. Shrinivasa Agencies12. M/s. Kailash Fertilizer 25. M/s. Shrinivasa Cattle Feeds Private Ltd.13. M/s. Bhumata Trading Co. 26. M/s. Mamde Krushi Seva Kendra

Associates

1. M/s. Shiva Global Biotech 3. M/s. Sohan Coppertech Pvt. Ltd.2. M/s. Laxmi Sai Developers

Note: Related party relationship have been certified by the Management and relied upon by the auditors.

b) Transaction with Related Parties:

Sr. No.

Nature of Transaction

Key Management

Personnel

Relatives of Key

Management Personnel

Enterprises owned or significantly influencedby group of individuals

or their relatives who have control or significant

influence over the Company

Associates Total

1. Purchase of Goods 316,051 1,887,968 242,165,856 - 244,369,875- - (246,199,730) (3,762,149) (249,961,879)

2. Sale of Goods - - 195,799,498 239,200 196,038,698- - (91,776,038) (1,633,794) (93,409,832)

3. Services Received 1,062,781 - 6,100,271 - 7,163,052(895,991) - (3,199,857) - (4,095,848)

4. Remuneration Paid 600,000 - - - 600,000(800,000) - - - (800,000)

5. Loan Taken 4,061,000 15,450,674 26,594,326 15,000,000 61,106,000(10,000,000) (6,177,907) (101,044,337) - (117222244)

6. Loan Repaid 2,500,000 5,207,951 3,724,326 - 11,432,277- (2,261,455) (77,069,674) - (79,331,129)

7. Loan Given - - - - -- - (13,855,663) - (13,855,663)

8. Interest Paid 1,525,120 3,009,028 8,656,161 258,904 13,449,213(882,137) (2,915,755) (6,721,078) - (10,518,970)

9. Share Allotted 2,650,000 2,000,000 11,550,000 - 16,200,000- - - - -

10. Services Rendered - - - 4,585,000 4,585,000- - - (3,133,200) (3,133,200)

11. Share of Profits - - - 1,120,294 1,120,294- - - (1,403,703) (1,403,703)

12. Interest Received - - - 645,309 645,309- - - (402,931) (402,931)

13. Stores Purchase - - - - -- - (387,077) - (387,077)

14. Purchases of Water - - 119,475 - 119,475- - (49,590) - (49,590)

15. Other Payments - - 772,361 - 772,361- - (431,010) - (431,010)






36. THE SUBSIDIARY COMPANIES CONSIDERED IN THE CONSOLIDATED FINANCIALSTATEMENTS ARE:

Sr. No.

Name of the subsidiariesCountry of

Incorporation

Proportion of ownership interest Accounting

year ending on31.03.2012 31.03.2011

1. Kirtiman Agro Genetics Ltd. India 64.50%* 81.51% 31.03.2012

2. Ghatprabha Fertilizers Private Ltd. India 75.00% 75.00% 31.03.2012

3. Shiva Parvati Poultry Feed Private Ltd. India 51.00%** 53.37% 31.03.2012

4. Shrinivasa Agro Foods Private Ltd. India 51.01% 51.01% 31.03.2012

* Consequent to the increase in issued share capital of Kirtiman Agro Genetics Ltd., the Company’s shareholding in Kirtiman Agro Genetics Ltd. has been reduced from 81.51% to 64.50%.

** Consequent to the increase in issued share capital of Shiva Parvati Poultry Feed Private Ltd., the Company’s shareholding in Shiva Parvati Poultry Feed Private Ltd. has been reduced from 53.37% to 51%.

37. Figures have been rounded off to the nearest rupee.

35. SEGMENT REPORTING:

The Company operates in the business segments of Fertilizers, Seeds, Solvent, BRP and Briquette in the domestic market.

Particulars Fertilizers Seeds Solvent BRP Briquette Total

Segment Revenue

Operating Revenue 1,488,053,173 345,047,417 2,130,158,522 - 22,103,419 3,985,362,531(1,304,665,484) (317,884,649) (1,922,674,461) - (59,471,284) (3,604,695,878)

Other Income 4,136,502 202,458 10,530,339 - - 14,869,299(3,211,941) (126,662) (913,455) - - (4,252,058)

Segment Result

Profit Before Tax 54,684,917 2,993,517 32,115,272 - 2,964,037 92,757,743(44,193,908) (7,951,115) (30,596,799) - (9,362,371) (92,104,193)

Provision for Tax 18,070,265 1,117,333 10,094,170 - - 29,281,768(14,423,105) (2,334,075) (4,605,284) - - (21,362,464)

Other Information

Segment Assets 966,163,544 379,902,726 764,848,093 191,447,222 5,401,785 2,307,763,370(772,263,250) (344,514,858) (753,732,007) (101,843,661) (5,943,226) (1,978,297,002)

Segment Liabilities 824,626,209 219,399,633 580,108,642 49,238,629 - 1,673,373,112(545,635,855) (219,047,949) (593,172,276) (65,665,527) - (1,423,521,607)







74

1 Name of SubsidiaryShiva Parvati Poultry Feed

Private Ltd.

GhatprabhaFertilizers

Private Ltd.

Shrinivasa Agro Foods

Private Ltd.

Kirtiman Agro Genetics Ltd.

a) Financial Year ends on 3/31/2012 3/31/2012 3/31/2012 3/31/2012

b) Share Capital 45,000,000 22,833,300 49,990,000 133,230,000

c) Reserves 62,182,890 50,554,911 27,566,562 27,103,475

d) Total Assets 442,338,549 289,697,218 322,509,544 379,902,726

e) Total Liabilities 442,338,549 289,697,218 322,509,544 379,902,726

f) Details of Investments

Investments in Equity Shares 155,430 - - -

Investments in Mutual Funds 850,000 2,350,000 - -

Investments in Government Securities

10,500 7,000 - -

g) Turnover 1,263,070,723 395,192,233 868,040,690 345,047,417

h) Profit Before Taxation 16,816,887 11,523,706 15,298,385 2,993,517

i) Provision for Taxation 5,381,739 3,719,816 4,712,431 1,117,333

j) Profit After Taxation 11,435,148 7,803,890 10,585,954 1,876,184

k) Proposed Dividend - - - -

Statement pursuant to general exemption under section 212(8) of the Companies Act, 1956 relating to subsidiary companies

74 Consolidated Financial Statements


SHIVA GLOBAL AGRO INDUSTRIES LTD.“Shiva House”, Near State Bank of India, New Mondha, Nanded, District Nanded (Maharashtra) – 431 602.

Registered Folio No.:______________________ No. of Shares Held: _______________________

PROXY FORM

I/We*___________________________________________________________________________of____________________________________

the district______________________________________________________________________being a member/members* of

the above named company hereby appoint as my/our* Proxy to vote for me/us* on my/our* behalf at the 20th Annual

General Meeting of the Company to be held on Saturday, 29th September, 2012 at 1:00 p.m. at the administrative

office of the Company, and at any adjournment thereof.

Signed this__________________day of_____________________2012

Notes: a) Proxy need not be a member.

b) The Proxy form duly signed by the member(s) should reach the Company’s

administrative office, at least 48 hours before the time fixed for the meeting.

SHIVA GLOBAL AGRO INDUSTRIES LTD.“Shiva House”, Near State Bank of India, New Mondha, Nanded, District Nanded (Maharashtra) – 431 602.

THIS ATTENDANCE SLIP DULY FILLED IN IS TO BE HANDEDOVER AT THE ENTRANCE OF THE MEETING HALL

Name of the attending member (in Block Letters)_________________________________________________________________

Member’s Folio Number______________________________________________________________________________________

Name of Proxy (in Block Letters, to be filled if the Proxy attends instead of the Member ______________________________

_____________________________________________________________________________________________________________

No. of Shares held ____________________________________________________________________________________________

I hereby record my presence at the 20th Annual General Meeting held on Saturday, 29th September, 2012 at 1:00 p.m.

at the administrative office of the Company.

___________________________

Member/Proxy’s Signature**

* Cancel whatever is not applicable.

** To be signed at the time of handing over this slip.

AffixRevenue

stamp

Participation by Board of Directors in an open forum organized by Union Bank of India, Nanded.

(Left to right) Mr.R.C.Lodha,General Manager,Union Bank of India,Mr.Sambhaji S.Pawar,Director,ShivaGlobal Agro Industries Ltd., Mr. Omprakash K. Gilda, Chairman and Managing Director, Shiva GlobalAgro Industries Ltd.,Mr.Deepak S.Maliwal,Director,Shiva Global Agro Industries Ltd.

Visit to Shiva’s plant by Mr. R. C. Lodha, General Manager, Union Bank of India.

(Left to right) - Mr. R. C. Lodha, General Manager, Union Bank of India, Mr. Deepak S. Maliwal, Director,Shiva Global Agro Industries Ltd.,Mr.Y.K.Chauhan,Consultant BRP Plant,Mr.Vinod Patel,Senior Manager,Union Bank of India, Nanded, Mr. Navin Jain, Chief Executive Finance, Shiva Global Agro Industries Ltd.and Mr.Udaybhan Singh,Production Manager,Shiva Global Agro Industries Ltd.

SHIVA GLOBAL AGRO

INDUSTRIES LTD.

Registered Office

Shiva Global Agro Industries Ltd.

Shri Hanuman Nagar, Osman Nagar Road,

Village - Dhakni, Nanded - 431 708, (Maharashtra)

Telephone: +91 02462 226955

Fax: +91 02462 284729

E-mail: [email protected]

Website: www.shivaagro.comC

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