Dear Members,
 
 The Directors have pleasure in presenting the Twenty Sixth Annual
 Report of the Company along with the Audited statement of Accounts for
 the period ended June 30, 2011. The Report also includes the Management
 Discussion and Analysis Report in accordance with the Guidelines on
 Corporate Governance.  The Financial Results of the Company of the year
 ended June 30, 2011 are summarized below:
 
                                                         Rs. In Lacs
                                              2010-11         2009-10
 
 Financial Highlights
                                            (15 Months)     (12 Months)
 
 Domestic Sales                                514252         346370
 
 Export Sales                                    9698          14920
 
 Sales against ''H'' Form                         36876          41670
 
 Less Excise Duty                                 284            260
 
 Total Sales                                   560542         402700
 
 Profit before Finance cost, 
 Depreciation, Exceptional 
 items and Taxes                                 4793          47602
 
 Less: Finance Cost (Interest)                  31175          15636
 
 Profit/(Loss) before Depreciation, 
 Exceptional items and Taxes                   (26382)         31966
 
 Less: Depreciation                              8007           5292
 
 Profit before Exceptional items and Taxes     (34389)         26674
 
 Less: Exceptional items                            0              0
 
 Profit/(Loss) before Taxes                    (34389)         26674
 
 Less: Provision for Tax:
 
 (a)  Income Tax                                    0           4763
 
 (b) Tax for earlier year''s                        68              0
 
 (c)  Deferred Tax adjustment                     633           (530)
 
 (d)  MAT Credit Reversal                         406              0
 
 Profit after Taxes                            (35496)         22441
 
 Add: Balance brought forward 
 from the previous year                         49144          29561
 
 Balance available for appropriation            13648          52002
 
 Which the Directors have
 appropriated as under, to:
 
 (i) Proposed Dividend                              0            736
 
 (ii) Tax on Dividend                               0            122
 
 (IV) Provision for interest on dividend           18              0
 
 (IV) Provision for interest on dividend 
 distribution Tax                                  11              0
 
 (V)  General Reserve                               0           2000
 
 Total                                             29           2858
 
 Surplus carried forward to the Balance Sheet   13619          49144
 Change in Financial Year
 
 The financial year 2010-11 of the Company was extended upto June 30,
 2011. Hence, the financial results of the Company for the year under
 review cover a period of 15 months and are not comparable with the
 results of the previous financial year 2009-10 which was of 12 months
 period.
 
 Business Results
 
 During the year under review your Company''s total sales was Rs. 560542
 lacs as against Rs. 402700 lacs for the previous year. The Profit before
 Finance cost, Depreciation, Exceptional items and Taxes was Rs. 4793
 lacs as against Rs. 47602 lacs for the previous year. The loss after
 tax and other expenses was Rs. 35496 lacs as against to the Profit of
 Rs. 22441 lacs for the previous year. The Finance cost was Rs. 31175
 lacs as against to Rs. 15636 lacs for the previous year. The Company
 recorded of Earning per share (EPS) of Rs. (8.54) for the year ended
 June 30, 2011.
 
 Division wise operational performance for the year ended June 30, 2011
 was as under:
 
 A.  Oil Division
 
 1.  Mustard Oil: During the year under review the Company''s mustard oil
 plant was utilized up to 43% of its installed/available capacity; it
 processed 706417 MT of mustard seeds. Mustard Oil production stood at
 237345 MT against that of 148730 MT in the previous year, recording a
 significant jump of 60% as compared to previous year. Company continued
 to be a leader in the mustard oil segment.
 
 2.  Refined Oils: The Company''s refined oil plants utilized 44 % of their
 available capacity and processed 266864 MT of crude oil. Refined oil
 production stood at 239670 MT against that of 254841 MT in the previous
 year, decrease of 6% as compare to previous year.
 
 3.  De Oiled Cake (DOC): Solvent extraction plant utilized 35 % of its
 available capacity during the year un- der review and processed 493721
 MT of oil cake/seeds. During the year, DOC production was at 438960 MT
 as against 435207 MT during the previous year, an increase of 1% over
 the previous year.
 
 B. Vanaspati Division
 
 Production of Vanaspati was at 11152 MT against that of 18249 MT in the
 previous year, decrease 39% as compared to the previous year.
 
 C.  Power Division
 
 During the year power generated through wind mills was 158928285 units
 as against 136179042 units in the last year, thus recording an increase
 of 17% over the previous year. Out of these units, the Company has
 utilized 23378783 units for in-house consumption and sold 157995594
 units and generated Rs. 5468 lacs as additional revenue.
 
 Dividend
 
 In view of the losses incurred, the Board of Directors is unable to
 recommend any dividend for the financial year ended on June 30, 2011.
 
 Consolidated Accounts
 
 As per the Listing Agreement with the Stock Exchanges, Consolidated
 Financial Statements have been annexed with the Financial Results of
 the Company.
 
 Subsidiary Company
 
 The Statement required under Section 212 of the Companies Act, 1956 in
 respect of the Subsidiary Company is also appended to the Annual
 Report.
 
 However, the consolidated financial statement are annexed with the
 financial results of the company.
 
 Achievements
 
 The Executive board of United Nation Framework Convention on Climate
 Change (UNFCCC) registered company''s three wind power based CDM
 projects of 8 MW & 7.5 MW in Rajasthan, 12 MW in Tamilnadu. This shows
 company''s continuous sustainable development in the field of Green
 Energy.
 
 Renewable Energy Initiatives:
 
 All the 92 WTG''s of 78 MW in Madhya Pradesh, Rajasthan , Gujrat &
 Tamilnadu are running successfully & generating revenue for the company
 through the sale of power to SEB''s. In addition to this revenue company
 has registered three new CDM projects with UNFCCC. 8 MW Rajasthan CDM
 project will generate approximately 12,800 CER''s per annum upto 10
 years crediting period & is renewable for two more crediting periods of
 7 years each. 7.5 MW Rajasthan & 12 MW Tamilnadu CDM Projects will
 generate approximately 13,300 & 26,000 CER''s respectively per annum
 upto 10 years crediting period. The CDM projects developed by the
 company at Tamil Nadu, Rajasthan & Madhya Pradesh are at different
 stages of validation process of CDM cycle.
 
 Capital Raising/ Preferential Allotment of Securities and utilization
 of proceeds received from preferential allotment:
 
 Preferential Issues of Equity Shares to Promoters
 
 In order to meet the fund requirement of the Company for its (i)
 Expansion of refinery in India along with other allied expenditure (ii)
 Investment in its overseas subsidiaries for development of Greenfield
 palm plantations and acquisition of mature palm plantations and/or CPO
 mills, all in Indonesia.
 
 The Company has allotted 1,64,61,337 Equity Shares to the promoters
 upon conversion of promoters warrant, issued upon receipt of balance
 amount from the Promoters i.e., Rs. 4274 Lacs.
 
 Utilization of proceeds received on preferential issue of securities:
 
 The company has raised Rs 4274 Lacs up to June 30, 2011 from allotment
 of shares on preferential basis. The entire proceeds received towards
 the warrants have been utilized for the purpose of expansion of refinery
 in India along with other allied expenditure and for investment in its
 subsidiaries, except Rs.5065 Lacs (Previous year : Rs.7537.17 lacs),
 which were lying as Fixed Deposit with banks at the year end.
 
 Management discussion and Analysis
 
 A separate section on Management Discussion and Analysis, as stipulated
 in Clause 49 of the Listing Agreement with the Stock Exchanges is given
 in the Annual Report.
 
 Particulars of Conservation of Energy, Technology Absorption and
 Foreign Exchange Earnings and Outgo
 
 As required under Section 217(1) (e) of the Companies Act, 1956, read
 with the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988, the particulars in respect of conservation of
 energy, technology absorption and foreign exchange earnings and outgo
 are set out in Annexure A to the Directors'' Report.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
 confirm that –
 
 1.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed and that there are no material
 departures.
 
 2.  They have, in the selection of the Accounting Policies, consulted
 the Statutory Auditors and have applied them consistently and made
 judgments and estimates that are reasonable and prudent so as to give a
 true and fair view of the state of affairs of the Company at the end of
 the financial year and of the Profit of the Company for that period;
 
 3.  They have taken proper and sufficient care to the best of their
 knowledge and ability 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;
 
 4.  They have prepared the annual accounts on a going concern basis.
 
 Directors
 
 Dr. Arvind Pandalai was appointed as Additional Director by the Board
 of Directors of the Company at the Board Meeting held on February 11,
 2011 to fulfll parity of the Independent Directors as required under
 Clause 49 of the Listing agreement and also to infuse industry experts
 in the Board.
 
 Mr. Davesh Agarwal was appointed as Additional Director by the Board of
 Directors of the Company at the Board Meeting held on November 29,
 2011. He was appointed as a Non executive Director and also to infuse
 industry experts in the Board.
 
 As per the provision of Section 260 of the Companies Act, 1956,
 aforesaid Additional Directors hold office only up to the date of the
 forthcoming AGM of the Company. The Company has received notices under
 Section 257 of the Companies Act, 1956 in respect of the above persons,
 proposing their appointment as Directors of the Company, therefore
 their appointment are sought u/s 257 of the Companies Act, 1956.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Company''s Articles of Association, Mr. P.K. Mandloi & Mr. B.N. Singh
 retire by rotation and being eligible, offer themselves for
 re-appointment.
 
 In accordance with the provisions of Companies Act, 1956 and the
 Company''s Articles of Association, Mr. Ramesh Chand Garg, subject to
 the confirmation of the shareholders, being eligible for reappointment
 as whole time director, for a period of 3 years w. e. f. June 25, 2011
 & appointment as a Chairman & Managing director for a period of 3 years
 w. e. f. September 26, 2011 to September 25, 2014 on the remuneration
 of Rs 48 lakhs per annum as approved by the remuneration committee.
 
 Fixed Deposits
 
 Your Company has not accepted any deposits and, as such, no amount of
 principal or interest was outstanding on the date of the Balance Sheet.
 
 Employees'' Particulars
 
 The Company did not have any employee of the category mentioned in
 Section 217(2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975.
 
 Manpower Development Process
 
 The Company''s HR Division has fnalized an Organization Structure that
 supports the vision and strategy of the Company. The organization
 structure is divided into five bands: Strategic, Operational, Manager,
 Executive and Support, which have been further divided into 14 levels.
 All K S employees are assigned a level under a particular band
 depending upon their role, impact and criticality of job and the
 contribution to the Company''s strategy.
 
 Auditors
 
 M/s Haribhakti & Co., Chartered Accountants, auditor of the Company,
 shall retire at the end of ensuing AGM and being eligible offer
 themselves for re-appointment.
 
 The observations made in auditor''s report, read together with relevant
 notes there on are self-explanatory and hence, do not call for any
 comments under 217 of the Companies Act,1956.
 
 Report on Corporate Governance
 
 A detailed report on Corporate Governance has been provided elsewhere
 in the Annual Report.
 
 Employee Stock Option Scheme
 
 Members'' approval was obtained at the Extra Ordinary General Meeting
 held on October 20, 2007 for Employees Stock Option Scheme (herein
 after referred as ESOPs).
 
 ESOPs was approved and implemented by the Company and Options were
 granted to employees in accordance with the Securities and Exchange
 Board of India (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines, 1999 (hereinafter referred as to the SEBI
 Guidelines).  The Compensation Committee, Constituted in accordance
 with the SEBI Guidelines, to administer and monitors the Scheme.
 
 The applicable disclosures as stipulated under the SEBI Guidelines as
 at June 30, 2011 are given below:
 
 1.  Options Granted: Nil
 
 The exercise price of option shall be of mar-
 
 2.  Pricing Formula: ket value of the share on date of grant as under
 SEBI guidelines
 
 3.  Exercise Price: N.A.
 
 4.  Options vested: None
 
 5.  Options exercised: None
 
 6.  Total number of shares arising as a result of exercise of option:
 None
 
 7.  Options lapsed/Cancelled: 3007500
 
 8.  Variation in terms of options: None
 
 9.  Money realized by exercise of options: None
 
 10.  Employee-wise details of options granted during the year to: i.
 Senior managerial personnel:
 
 Mr. Sanjay Agarwal 2900000
 
 Mr. R. Ganesh 1000000
 
 ii.  Employees who received the options amounting to 5% or more of
 
 None options granted during the year:
 
 iii. Employees who received the options during the year equal to or
 exceeding
 
 None 1% of the issued capital of the Company at the time of grant:
 
 11.  Diluted earning per share (EPS) before exceptional items pursuant
 to
 
 issue of shares on exercise of Options calculated in accordance with
 Accounting (8.54) Standard (AS) 20 ''Earnings Per Share''
 
 12. In the present case as the employee compensation cost has been
 calculated using the Fair value of the Stock Options and the Intrinsic
 Value has not been considered. As the exercise would be made at the
 market price prevailing as on date of grant plus applicable taxes as
 may be levied on the Company the issuance of equity shares pursuant to
 exercise of option will not affect Profit and Loss account of the
 Company.
 
 Details of Weighted Average exercise price of options granted and fair
 value prices of options and the fair value has been calculated using
 Black Scholes Option Pricing model given in Notes to Accounts.
 
 Group for Inter-Se Transfer of Shares
 
 The following is the list of entities constituting Group (within the
 meaning as defined in Monopolies and Restrictive Trade Practice Act,
 1969) for the purpose of disclosure as provided in clause 3 (1) (e) of
 the Securities Exchange Board of India (Substantial Acquisition of
 Shares and Takeover) Regulations, 1997:
 
 Sr. 
 No.      Name of Entity
 
 1.       Ramesh Chand Garg
 
 2.       Ramesh Chand Garg HUF
 
 3.       Smt. Sheela Devi Garg
 
 4.       Sourabh Garg
 
 5.       Sourabh Garg HUF
 
 6.       Smt. Meeta Garg
 
 7.       Garg Family Trust
 
 
 Acknowledgements
 
 Your Directors place on record their appreciation of the support
 extended by customers, investors, bankers, business associates, vendors
 and various government agencies. The Directors also sincerely
 acknowledge the significant contributions made by all the employees for
 their dedicated services to the Company.
 
                        For and on behalf of the Board of Directors
 
                                                   K S Oils Limited
 
                                                               Sd/-
                                                  Ramesh Chand Garg
                                      (Chairman & Managing Director)
 Place : Morena
 
 Date  : November 29, 2011