rasoya proteins limited - bombay stock exchange bharat nagar branch, nagpur idbi wani branch, wani...

Rasoya Proteins Limited

ANNUAL REPORT 2015

STATUTORY REPORTS

FINANCIAL STATEMENTS

Notice Of Annual General Meeting

Director’s Report

Auditors Report on financial statements

Auditors Report on Corporate Governance

Standalone Balance Sheet

Standalone Profit and Loss Statement

Standalone Cashflow Statement

Significant accounting policies & Notes to the Standalone accounts

Auditors Report on Consolidated Financial Statement

Consolidated Balance Sheet

Consolidated Profit and Loss Statement

Consolidated Cashflow Statement

Significant accounting policies & Notes to the consolidated accounts

Proxy form/Attendance Slip/Ballot form/Route map

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ANNUAL REPORT 2015

BOARD OF DIRECTORS

Mr. A.N. LonkarChairman & Managing Director

Mr. P.G. DuchakkeExecutive Director

Mr. Sameer DamleExecutive Director

Mr. V.D. BhagadeIndependent & Non-Executive Director

Mr. S.R. KhankhojeIndependent & Non-Executive Director

Mr. A.N. DeshpandeIndependent & Non-Executive Director

Mr. P.D. MujumdarIndependent & Non-Executive Director

Mrs. Manik Anil LonkarNon Independent & Non-Executive Director

Ms. Sneha ShrivastavaCompany Secretary

BANKERS

State Bank Of IndiaIFB, Bharat Nagar Branch, Nagpur

IDBIWani Branch, Wani

IDBIDharampeth Branch, Nagpur

Bank Of IndiaCorporate Banking Branch, Nagpur

Bank Of BarodaPratap Nagar Branch, Nagpur

Karur Vysya BankCentral Avenue Branch, Nagpur

Vijaya BankTrimurti Nagar Branch, Nagpur

REGISTERED OFFICE & WORKSVillage Wanjari, Taluka-WaniDist-Yavatmal Maharashtra - 445 304

HEAD OFFICERasoya House, Plot No. 20/21 Kheta LayoutNear New Sneha Nagar, Wardha RoadNagpur - 440 015

WORKS (UNIT - II)N.H. No.6, opp. MSEB Sub Station,Village-Kund (Buj), Taluka - Mankapur,Dist. Buldhana, Maharashtra - 443 101

WORKS (UNIT - III)Village Wadgaonn(Tip), Taluka - WaniDist. Yavatmal Maharashtra - 445 304

SHARE REGISTRAR & TRANSFER AGENTM/s. System Support Services 209, Shivai Ind,Estate, Near Park-Davis, 89, Andheri-Kurla Road,Sakinaka, Mumbai - 400 072

AUDITORSM/s. V.N Bhuwania & Co. Chartered Accountants,Mumbai

COMPANY INFORMATION

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ANNUAL REPORT 2015 Page

Dear Members,

Invitation to attend the Annual General Meeting on September 25, 2015

rdYou are cordially invited to attend the 23 Annual General Meeting of the Company on Friday,

September 25, 2015 at 3:00 p.m. at Village Wanjari, Taluka Wani, Yavatmal - 445 304, India.

The Notice convening the Annual General Meeting is attached herewith.

Yours Faithfully, For Rasoya Proteins Limited

Sd/-Sneha Shrivastava (Company Secretary)Membership No: A36145E-mail Id: [email protected]

Enclosures:1. Notice of the AGM2. Directors' Report 3. Proxy form (MGT-11)4. Attendance slip5. Ballot Form6. Route Map

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NOTICE

rdNOTICE is hereby given that the Twenty Third (23 ) AnnualGeneral Meeting of the Members of RASOYA PROTEINS LTD (CIN: L15143MH1992PLC066662) will be held on

thFriday the 25 day of September, 2015 at 3:00 P.M. at Village Wanjari, Taluka- Wani, Dist. Yavatmal445 004, Maharashtra, India to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Accounts of the Company and the Reports of the Directors and Auditors there

ston for the year ended on 31 March, 2015.

2. To appoint a Director in place of Mr. Prashant Duchakke, who retires by rotation, and being eligible offers himself for re-appointment.

3. To appoint M/s.V.N. Bhuwania & Co.,Chartered Accountants (ICAI Firm Registration No. 101482W ) as Statutory Auditors of the Company and fix their remuneration.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions of the Companies Act, 2013 (the “Act”) read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, pursuant to the recommendations of the Audit Committee of the Board of Directors M/s. V.N. Bhuwania & Co., Chartered Accountants (ICAI Firm Registration No. 101482W) be and is hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General meeting till the conclusion of Annual General Meeting to be held on the year 2017 subject to the ratification of their appointment at every Annual General Meeting and on such remuneration as agreed by the Audit Committee of the Board of Directors and Auditors, in addition to the re-imbursement of Service tax and actual out of pocket expenses incurred in connection with the Audit of the Accounts of the Company for the Financial Year ending

ston 31 March, 2016.” SPECIAL BUSINESS

4. Ratification of Remuneration to Cost Auditor

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section148(3) and other applicable provisions,if any,of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, the remuneration of Rs. 50,000/-(Rupees Fifty Thousand Only), Plus Service Tax as applicable and the reimbursement of actual out of pocket expenses for

stthe Financial Year ending 31 March, 2016 as approved by the Audit Committee and the Board of Directors of the Company, to be paid to M/s. SNM & Associates, Cost Accountants,

Nagpur to conduct the audit of the cost records of thecompany for the financial year 2015-16 be and is hereby ratified and confirmed.”

5. Re-appointment of Mr. Sameer Y Damle as an Executive Director of the Company

To consider, and if thought fit, to pass with or without modification/s, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant of the provisions of Section 196 and Schedule V of the Companies Act, 2013 and other applicable provisions of the said Act, if any, and subject to such other necessary approval(s), consent(s) or permission(s), as may be required, the consent of the Members be and is hereby accorded at the Annual General Meeting of the Company to re-appoint Mr. Sameer Y Damle (DIN: 03133940) as the Executive Director of the Company

thfor the period of 1(One) year with effect from 30 June, 2015 to th29 June, 2016 on the terms and conditions as set out in the

thAgreement dated 19 June, 2015 placed before the meeting in this regard.

“RESOLVED FURTHER THAT the Directors and/or the Company Secretary of the Company be and is hereby authorized to complete all the formalities necessary to give effect to this resolution.”

6. Revision in the remuneration of Mr. Anil Narayan Lonkar, Managing Director of the Company in case of inadequate profit or absence of profits


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“RESOLVED THAT pursuant to Section II of Part II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013, (including any amendment/ modification thereof) and subject to such other necessary approval(s), consent(s) or permission(s), as may be required, the consent of the Members be and is hereby accorded to pay remuneration of Rupees 1,75,000/- Per Month to Mr. Anil Narayan Lonkar (DIN: 00282816), Managing Director of the Company for the financial year, in which there is inadequacy or absence of profits, during the period commencing from June 1, 2015 till the expiry of his

thterm as Managing Director i.e. June, 30 2018.

“RESOLVED FURTHER THAT the Directors and/or the Company Secretary of the Company be and are hereby severally authorized to take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

7. Revision in the remuneration of Mr. Prashant Duchakke, Executive Director of the Company in case of inadequate profit or absence of profit


“RESOLVED THAT pursuant to Section II of PartII of Schedule V and other applicable provisions, if any, of the C o m p a n i e s A c t , 2 0 1 3 , ( i n c l u d i n g a n y amendment/modification thereof) and subject to such other necessary approval(s), consent(s) or permission(s), as may be required, the consent of the Members be and is hereby accorded to pay remuneration of Rupees 1,50,000/- Per Month to Mr. Prashant Duchakke(DIN: 00508432), Executive Director of the Company for the financial year, in which there is inadequacy or absence of profits, during the period commencing from June 1, 2015 till the expiry of his term as

thExecutive Director i.e. July, 7 2016.

“RESOLVED FURTHER THAT the Directors and/or the Company Secretary of the Company be and are hereby severally authorized to take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

8. Authorization for Related Party Transaction to enter into an Agreement with Ms Arpita Lonkar and Ms Akshaya Lonkar

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as Special Resolution: “RESOLVED THAT pursuant to provision contained in Section 188 and Clause 49(VII) of the Listing Agreement and all other applicable provisions of the Companies Act, 2013,

And Subject to such approval, sanction, Consent and permission as may be necessary, the consent of the

Members be and is hereby accorded to the Board or any Committee thereof to enter into the an agreement with Ms

Arpita Lonkar and Ms Akshaya Lonkar for a period of 5 (five) th thyears commencingfrom 20 June, 2015 to 19 June, 2020 for

availing all services related to the maintenance of Corporate Office premises located at Nagpur for an agreed amount of

Rs. 6,00,000/-(Rupees Six Lac Only) per year. (A copy of agreement is placed before the meeting and initialed by the

chairman for the purpose of identification). “RESOLVED FURTHER THAT the Board of Directors or any committee of the Board be and is hereby authorized to vary one or more of the terms and conditions, including the amount of the aforesaid agreement from time to time.”

9. Authorization for Related Party Transaction to enter into an Agreement with Rasoya Foods & Drinks Private Limited, an Associate Company

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as Special Resolution:

“RESOLVED THAT pursuant to provision contained in Section 188 and Clause 49(VII) of the Listing Agreement and all other applicable provisions of the Companies Act, 2013, and Subject to such approval, sanction, consent and permission as may be necessary, the consent of the Members be and is hereby accorded to the Board or any Committee thereof to enter into the Contract with Rasoya Foods & Drinks Private Limited, an Associate Company for purchase/sale/ supply of goods / materials for a period from

st st1 April 2015 to 31 March, 2016 on such terms and conditions as stipulated in the Contract. (A copy of agreement is placed before the meeting and initialed by the chairman for the purpose of identification). “RESOLVED FURTHER THAT the Board of Directors or any committee of the Board be and is hereby authorized to vary one or more of the terms and conditions, including the amount of the aforesaid agreement from time to time.”

10. Authorization for Related Party Transaction to enterinto an Agreement with Ivory Exports Private Limited, an Associate Company

To consider and, if thought fit, to pass with or without mod i f i ca t i on (s ) , t he fo l l ow ing Reso lu t i on as SpecialResolution:

“RESOLVED THAT pursuant to provision contained in Section 188 and Clause 49(VII) of the Listing Agreement and all other applicable provisions of the Companies Act, 2013,and Subject to such approval, sanction, consent and

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permission as may be necessary, the consent of the Members be and is hereby accorded to the Board or any Committee

thereof to enter into the Contract with Ivory Exports Private Limited, an Associate Company for purchase/sale/ supply of

st stgoods/materials for a period from 1 April 2015 to 31 March, 2016 on such terms and conditions as stipulated in the

Contract. (A copy of agreement is placed before the meeting and initialed by the chairman for the purpose of identification).

“RESOLVED FURTHER THAT the Board of Directors or any committee of the Board be and is hereby authorized to vary one or more of the terms and conditions, including the amount of the aforesaid agreement from time to time.”

11. Authorization for Related Party Transaction to pay remuneration to Ms Arpita Lonkar Business Executive of the Company and Relative of Director for holding office or place of profit

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as Special Resolution:

“RESOLVED THAT pursuant to provision contained in Section 188 and Clause 49(VII) of the Listing Agreement and all other applicable provisions of the Companies Act, 2013, and Subject to such approval, sanction, consent andpermission as may be necessary, the consent of the Members be and is hereby accorded to pay remuneration not exceeding Rs. 8,37,000/- (Rupees Eight Lac Thirty Seven Thousand Only) Per Month Plus HRA @40% of basic Salary, P.F. on basic and other perquisites as admissible to the status and grade to Ms. Arpita Lonkar (Daughter of Mr. Anil Narayan Lonkar, Managing Director of the Company), Business Executive of the Company on such terms and conditions as placed before the Board and initialed by the Chairman for the

st stpurpose of identification w.e.f 1 April, 2015 to 31 March, 2016.

“RESOLVED FURTHER THAT the Board of Directors or any committee of the Board be and is hereby authorized to varyone or more of the terms and conditions, including the amount of the aforesaid agreement from time to time.”

For and on behalf of the Board ofRasoya Proteins Limited

Sd/-Sneha Shrivastava

(Company Secretary)Membership No: A36145

E-mail Id: [email protected]

Registered Office: Village Wanjari,Taluka Wani, Distt. Yavatmal- 44 5304

thDate: 14 August, 2015 Place: Nagpur

NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LATER THAN FORTY EIGHT (48) HOURS BEFORE THE MEETING. PROXIES SUBMITTED ON BEHALF OF LIMITED COMPANIES, SOCIETIES, ETC.,MUST BE SUPPORTED BY APPROPRIATERESOLUTIONS/AUTHORITY, AS APPLICABLE.

2. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY IN NUMBER AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS A PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

3. CORPORATE MEMBERS INTENDING TO SEND THEIR AUTHORIZED REPRESENTATIVES TO ATTEND THE MEETING PURSUANT TO SECTION 113 OF THE COMPANIES ACT, 2013 ARE REQUESTED TO SEND TO THE COMPANY, A CERTIFIED COPY OF THE RELEVANT BOARD RESOLUTION TOGETHER WITH THEIR RESPECTIVE SPECIMEN SIGNATURES AUTHORIZING THEIR REPRESENTATIVE(S) TO ATTEND AND VOTE ON THEIR BEHALF AT THE MEETING.

4. The relevant Explanatory Statement pursuant to section 102 (1) of the Companies Act, 2013, in respect of Special Business at the meeting, is annexed hereto and forms part of this notice.

5. Members of the Company whose names are registered on the Register of Members as on the Record date i.e. August

th14 , 2015 shall be entitled to Notice and Annual Report of the Company.

6. Pursuant to the provisions of Section 91 of the Companies Act, 2013, the Register of Members and Share Transfer Books of the Company will remain closed from September 19, 2015 to September 25, 2015 (both days inclusive) for the purpose of AGM. 7. A statement giving the relevant details of the Directors seeking re-appointment under Item No. 2 of the accompanying Notice, as required by Clause 49 of the Listing Agreement entered into with the Stock Exchanges is annexed herewith.

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8. Members are requested to bring their attendance slips duly completed and signed mentioning therein details of their DP ID and Client ID/ Folio No.

9. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

10. The amount of dividend remaining unpaid for the year 2008-09 have been transferred to the company's unpaid dividend account, and can be claimed from the company by the members entitled to it for a period of seven years from the respective dates of such transfer after which it shall be transferred to the Investor Education and Protection Fund (IEPF) constituted Under Section 205 (C) of the Companies Act, 1956.

11. Members are requested to send all communications relating to shares to our Registrar & Share Transfer Agent (R &T Agent) at the following address:

M/s SYSTEM SUPPORT SERVICES 209, Shivai Industrial Estate 89, Andheri-Kurla Road, akinaka, Andheri (e), Mumbai 400072, Maharashtra, India E-mail: [email protected] Tel: 022-28500835 Fax: 022-28501438

12. Members seeking any information with regard to the Accounts are requested to write to the Company at least 10 (Ten) days in advance to the Corporate office of the Company in Nagpur, so as to enable the Management to keep the information ready at the meeting.

13. The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members are requested to register their e-mail addresses in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to send their e-mail address to the following: Email: [email protected] and [email protected]

The Notice of the AGM along with the Annual Report 2014-15 is being sent by electronic mode to those Members whose e-m a i l a d d r e s s e s a r e r e g i s t e r e d w i t h t h e Company/Depositories, unless any Member has requested for a physical copy of the same.

rd14. Members may also note that, the Notice of the 23 Annual General Meeting and the Annual Report for 2015 will also be a v a i l a b l e o n t h e C o m p a n y ' s w e b s i t e a t www.rasoyaproteins.in for their download. The physical copies of the aforesaid documents will also be available at the Company's Corporate Office in Nagpur for inspection on all working days except Saturdays between 2:00 p.m. to 5:00 p.m.

15. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their de-mat accounts. Members holding shares in physical form should submit their PAN to the Company.

16. All documents referred to in the accompanying Notice and the Statement shall be open for inspection at the Corporate Office of the Company in Nagpur between (2.00 pm to 5.00pm) on all working days except Saturdays, up to the date of the Annual General Meeting of the Company.

17. The facility for voting through ballot / polling paper shall be made available at the AGM, to all the members attending the AGM, who have not opted E-Voting facility. Further, the members who have opted E-Voting facility may also attend the AGM but shall not be entitled to cast their vote again at the AGM.

18. Any person who become members of the Company after dispatch of the Notice of the Meeting and holding shares as on the cut-off date i.e. September 18, 2015, may obtain the User ID and password for e-voting by sending email intimating DP I D a n d C l i e n t I D / F o l i o N o . A t [email protected] or can vote through ballot paper to be downloaded from the Company's website www.rasoyaproteins.in

19.E-Voting Instructions:i. The voting period begins on September 22, 2015 (9:00 A.M.) and ends on September 24, 2015(5:00 P.M.) During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. September 18, 2015 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.iii.The Shareholders should log on to the e-voting website www.evotingindia.comiv.Click on Shareholders.

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xi. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.xii. Click on the EVSN of RASOYA PROTEINS LTD on which you choose to vote.xiii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.xiv. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. xv. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.xvi. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.xvii. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.xviii. If a de-mat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.xix. Note for Non Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates. A scanned copy of the Registration Form bearing the stamp and sign of the ent i ty should be emai led to [email protected].

After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on. The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.xx. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under h e l p s e c t i o n o r w r i t e a n e m a i l t o [email protected]. For members who wish to vote through Ballot Forms:The Ballot Form is provided for the benefit of shareholders, who do not have access to E-voting facility.

v. Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

vi. Next enter the Image Verification as displayed and Click on Login.vii. If you are holding shares in de-mat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. viii. If you are a first time user follow the steps given below:ix. After entering these details appropriately, click on“SUBMIT” tab.x. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in de-mat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the de-mat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

For Members holding shares in De-mat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax

Department (Applicable for both de-mat shareholders as well as

physical shareholders)

Members who have not updated their PAN with the Company/

Depository Participant are requested to use the first two letters

of their name and the 8 digits of the sequence number in the

PAN field.

In case the sequence number is less than 8 digits enter the

applicable number of 0's before the number after the first two

characters of the name in CAPITAL letters. Eg. If your name is

Ramesh Kumar with sequence number 1 then enter Ra00000001

in the PAN field.

Dividend Bank

Details

OR Date of

Birth (DOB)

in the company records for the said de-mat account or folio in

dd/mm/yyyy format. DOB if not registered with the DP then enter

it as 01/01/1990

Enter the Dividend Bank Details as recorded in your de-mat

account or in the company records for the said de-mat

account or folio.

Please enter the DOB or Dividend Bank Details in order

to login. If the details are not recorded with the depository

or company please enter the member id / folio number in

the Dividend Bank details field as mentioned in

instruction (iv).

Enter the Date of Birth as recorded in your de-mat account or

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Pursuant to Clause 35B of the Listing Agreement, members who do not have access to E-voting facility, may exercise their right to vote on business to be transacted at the Annual general Meeting of the Company by submitting the Ballot form enclosed to this Notice. Shareholders may fill in the Ballot form enclosed with the Notice and send the same in a sealed envelope addressed to the Scrutinizer, Mr. Sunil Purushottam Zore, Company Secretary in Practice, Mumbai C/o SYSTEM SUPPORT SERVICES (Unit: Rasoya Proteins Ltd), 209, Shivai Industrial Estate 89, Andheri-Kurla Road, Sakinaka, Andheri (e), Mumbai - 400072, Maharashtra, India, E-mail: [email protected] ,Tel: 022-28500835, Fax: 022-28501438 so as to reach by 5 p.m. on September

th24 , 2015. The Ballot Form received thereafter will be strictly treated as not received.xxii. Please note that due to strict security reasons, brief cases, eatables, bags and other belongings are not allowed inside the Auditorium subject to security check at the entrance.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following Explanatory Statements, as required under Section 102 of the Companies Act, 2013, set out all material facts relating to the business under Item Nos. 4 to 11 of the

thaccompanying Notice dated 14 August, 2015

ITEM NO. 4Ratification of Remuneration to Cost Auditor

The Board of Directors of the Company ('the Board'), on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. SNM & Associates, Cost Accountants, Nagpur, to conduct audit of Cost Records maintained by the Company in respect of the Financial year 2015 -16. In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors needs ratification by the Members at the Annual General Meeting of the Company.

Hence, your Directors recommend the above resolution for approval of the Shareholders as an Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed resolution.

ITEM NO. 5Re-appointment of Mr. Sameer Y Damle as an Executive Director of the Company

Mr. Sameer Y Damle was appointed as an Executive Director of the Company on June 30, 2010 for the period of 5 years and the present tenure of Mr. Sameer Y Damle as an Executive

thDirector of the Company expires on 29 June, 2015. In view of the vast experience of Mr. Sameer Y Damle it is recommended and proposed by the Nomination and Remuneration Committee to re-appoint Mr. Sameer Y Damle

as an Executive Director of the Company for the further period th th of 1 (One) year i.e. from 30 June, 2015 to 29 June, 2016 on

the terms and conditions set out in the copy of Agreement th entered into between him and the Company on 19 June,

2015.

The terms and conditions are as follows: 1.The re-appointment and the remuneration payable to the said Mr. Sameer Y Damle as an Executive Director is subject to the approval of members of the Company in the General Meeting and subject to the compliance of the relevant provisions of the Companies Act, 2013 and Schedule V of the said act and that of other laws, if any, for the further period of one year commencing from 30th June, 2015.

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2. The Office of directorship of Mr. Sameer Y Damle shall be subject to the retirement by rotation u/s 152 of the Companies Act, 2013.

3. The Executive Director shall now be paid the following remuneration subject however to the condition that the remuneration paid to him shall not exceed the statutory limits laid down in the Companies Act, 2013, Schedule V of the said Act and the provisions of the relevant laws, if any.a) He shall be paid a Salary of Rs. 1,50,000 /- (Rupees One Lakh Fifty Thousand Only) per month on cost to the company basis. b) The Executive Director shall be entitled to use Company's car along with the Driver for discharging his official duties.

c) He shall be entitled to travel by Air for discharging his official duties and shall also be entitled for reimbursement of the expenses actually incurred by him during such travel.

d) The Company shall also reimburse, subject to the amount not exceeding Rs. 10,000/- per annum, all the expenses incurred by the Executive Director through his credit card while performing his official duties.

e) He shall entitled to Exgratia/Bonus as and when declare by the company and also entitled to gratuity.

4.The Executive Director shall be in-charge of and responsible for planning, execution and supervision of Finance, Accounts and Secretarial Compliances of the Company. 5. The Executive Director, in addition to above, shall perform such duties and exercise such powers as may from time to time be delegated to him by the board of directors/ the Managing Director.

6. The Executive Director shall, unless prevented by the circumstances beyond his control, devote whole of his time of the business of the Company and do his utmost to advance its interest to the best of his ability and shall obey the orders of the Board of the Directors/ the Managing Director.

7. The Executive shall be at liberty to resign his office at any time by giving to the company one month notice in writing of his intention to do so.

8. The Company may terminate this agreement at any time before expiry of the stipulated term if the Executive Director commits any breach of the Conditions of this agreement by giving one month in writing to the Executive Director.

9. If before the termination of the Office of the Executive Director, the Company is wound up by an effective order of the competent court or is amalgamated with other Company, the Executive Director shall not have any claim for compensation of the agreement before the stipulated time.

10. The Executive Director, during the currency of this agreement, shall not disclose or give information regarding the affairs and the business of the Company to any other person and shall also not carry on directly or indirectly, during currency of this agreement, any other business either himself or on behalf of any other person.

As required by the Companies Act, 2013, approval of the members is being sought, for the re-appointment and remuneration of Mr. Sameer Y Damle, Executive Director of the Company.

The draft Agreement between the Company and the Executive Director is available for inspection by the members at the company's Corporate Office between 2:00 p.m. to 5.00 p.m. on all working day's except Saturdays upto the date of Annual General Meeting.


This may also be treated as a written memorandum setting out the terms of re-appointment of Mr. Sameer Y Damle, pursuant to section 190 of the Companies Act, 2013.

Other than Mr. Sameer Y Damle, None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed resolution.

ITEM NO. 6Revision in the remuneration of Mr. Anil Narayan Lonkar, Managing Director of the Company in case of inadequate profit or absence of profits

The Members of the Company at the Annual General Meeting held on July 12, 2013 had re-appointed Mr. Anil Narayan Lonkar, Managing Director of the Company with effect from July 1, 2013 and approved the remuneration of Rs. 3,50,000/- Per Month payable to him.

The members of the Nomination and Remuneration thCommittee at their meeting held on 14 August, 2015

approved and recommended that considering the inadequacy of profits or absence profits and the current position of the Company and prevailing market conditions it is recommended and proposed that the remuneration payable to Mr. Anil Narayan Lonkar be reduced to Rs. 1,75,000/- Per Month during the period commencing from June 1, 2015 till

9



th the expiry of his term as Managing Director i.e. June, 302018.

In compliance with the provisions of Section 197 read with Schedule V to the Companies Act, 2013, the revised terms of remuneration of Mr. Anil Narayan Lonkar are now being placed before the Members for their approval.


Other than Mr. Anil N. Lonkar, None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed resolution. ITEM NO. 7Revision in the remuneration of Mr. Prashant Duchakke, Executive Director of the Company in case of inadequate profit or absence of profit

The Members of the Company at the Annual General Meeting held on July 12, 2013 had approved the remuneration of Rs.3,00,000/- Per Month payable to him.

The members of the Nomination and Remuneration thCommittee at their meeting held on 14 August, 2015

approved and recommended that considering the inadequacy of profits or absence profits and the current position of the Company and prevailing market conditions it is recommended and proposed that the remuneration payable to Mr. Prashant Duchakke be reduced to Rs. 1,50,000/ Per Month during the period commencing from June 1, 2015 till

th the expiry of his term as Executive Director i.e. July, 7 2016.

In compliance with the provisions of Section 197 read with Schedule V to the Companies Act, 2013, the revised terms of remuneration of Mr. Prashant Duchakke are now being placed before the Members for their approval.


Other than Mr. Prashant Duchakke, None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed resolution.

ITEM NO. 8Authorization for Related Party Transaction to enter into an Agreement with Ms Arpita Lonkar and Ms Akshaya Lonkar

In terms of the provisions of Section 188 of the Companies Act, 2013 and Clause 49(VII) of the Listing Agreement, the prior approval of the Members of the Company is required for entering into Agreement with Ms. Arpita Lonkar and Ms. Akshaya Lonkar.

The Board of Directors of your Company had approved the agreement entered with Mrs. Manik Anil Lonkar for a period of

st st5 years commencing from 1 April, 2014 to 31 March, 2019 for availing all the services related to the maintenance of Corporate Office premises located at Nagpur for agreed amount of Rs. 6,00,000/- (Rupees Six Lac Only) per year and the members of the Company had approved the same at the

thprevious Annual general meeting of the Company held on 30 July, 2014.

th Further, due to change in the Ownership with effect from 20June, 2015, a fresh agreement has executed with Ms. Arpita Lonkar and Ms. Akshaya Lonkar for a period of 5 Years

th thcommencing from 20 June, 2015 to 19 June, 2020 and the same has been placed and approved by the your Board of

thDirectors at their duly held meeting on 14 August, 2015.

The Board is of the opinion that transactions outlined above are in the best interest of the Company.

Hence, your Directors recommend the above resolution forthe fresh approval of the Shareholders as Special Resolution.


ITEM NO. 9Authorization for Related Party Transaction to enter into an Agreement with Rasoya Foods & Drinks PrivateLimited, an Associate Company

In terms of the provisions of Section 188 of the Companies Act, 2013 and Clause 49(VII) of the Listing Agreement, the prior approval of the Members of the Company is required for entering into contract with Rasoya Foods & Drinks Private Limited, an Associate Company.

As per the Company's Policy on Related Party Transactions, the Audit Committee has reviewed and approved the ransactions that the Board of Directors (“The Board”) of your

10



For and on behalf of the Board ofRasoya Proteins Limited

Sd/-Sneha Shrivastava

(Company Secretary)Membership No: A36145

E-mail Id: [email protected]

Registered Office: Village Wanjari,Taluka Wani, Distt. Yavatmal- 44 5304


Company intends to enter into with Rasoya Foods & Drinks Private Limited, an associate company of whom Mr. Anil N. Lonkar, Managing Director of the Company has a significant influence i.e all the business decisions are taken up by him, in respect of purchase/sale/supply of goods/material for the Financial year 2015-16.


Hence, your Directors recommend the above resolution for approval of the Shareholders as Special Resolution.

None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed resolution. ITEM NO. 10Authorization for Related Party Transaction to enter into an Agreement with Ivory Exports Private Limited, an Associate Company

In terms of the provisions of Section 188 of the Companies Act, 2013 and Clause 49(VII) of the Listing Agreement, the prior approval of the Members of the Company is required for entering into contract with Ivory Exports Private Limited, an Associate Company.

As per the Company's Policy on Related Party Transactions, the Audit Committee has reviewed and approved the transactions that the Board of Directors (“The Board”) of your Company intends to enter into with Ivory Exports Private Limited, an associate company of whom Mr. Anil N. Lonkar has a significant influence i.e all the business decisions are taken up by him, in respect of purchase/sale/supply of goods/material for the Financial year 2015-16.




ITEM NO. 11Authorization for Related Party Transaction to pay remuneration to Ms Arpita Lonkar Business Executive of the Company and Relative of Director for holding office or place of profit

As per Section 188(1)(a) of the Companies Act, 2013 and Director's relatives (Office or Place of Profit) Rules, 2014, no relative etc of any director should either hold or continue to hold any office or place of profits in the company except with the prior consent of the Members in the General Meeting of the Company by way of Special Resolution.

Ms. Arpita Lonkar, Daughter of Mr. Anil N. Lonkar, Managing Director of the Company would be covered under the above mentioned Section and Rules. Ms. Arpita Lonkar is a dynamic Business executive of the Company. She takes very keen interest in the business of the Company and is responsible for planning, operational control, and total management of Rasoya Group. Your Directors are fully confident that her services to the Company would be of great value.

The Nomination and Remuneration Committee and the Board of Directors at their meeting held on August 14, 2015 have approved the Salary not exceeding Rs. 8,37,000/-(Rupees Eight Lac Thirty Seven Thousand Only) Per Month plus HRA @40% of basic Salary, P.F. on basic and other perquisites as

st stadmissible to the status and grade w.e.f 1 April, 2015 to 31 March, 2016.


Other than Ms. Arpita Lonkar, Mr. Anil N. Lonkar and Mrs. Manik Anil Lonkar being Related Party's under Section 2(76) of the Companies Act, 2013, none of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed resolution.

11



ANNEXURE TO ITEM No 2 OF THE NOTICE

Details of Director seeking re-appointment at the 23rd Annual General Meeting (in pursuance of Clause 49 of the Listing Agreement)

Name of the Director Mr. Prashant Duchakke 00508432

Date of Birth 16/04/1962

Nationality Indian Date of Appointment on Board 08/07/2006

Bachelor of Commerce (B.Com) Shareholding in Rasoya Proteins Ltd as on 31st March, 2015 100140 List of Directorships held in other Companies (exclu d ing foreign, private and Section 8 Companies)

The Solvent Extractors Association of India

Memberships / Chairmanships of Audit and Stakehorldse’ Relationship Committees across Public Companies

Member of CSR Committee of the Company

12



Particulars Financial Year (Amount in Crores)

Standalone Consolidated

2014-15 2013-14 2014-15 2013-14 Gross Income 465.11 1196.75 729.39 1686.17

Depreciation 1.88 85.85 11.03 112.80 Finance Charges 49.40 37.66 49.40 42.79

23.82 141.90 70.31 226.10

Provision for Depreciation 12.47 10.90 12.47 10.90

(59.99) 37.29 (50.85) 59.11 Provision for Tax/Deferred Tax/CSR 0.00 5.27 (1.06) 5.13

(58.93) 32.15 (49.79) 53.98

101.24 69.09 209.75 155.77 Balance available for appropriation (59.12) 32.15 (49.79) 53.98 Proposed Dividend on Equity Shares 0.00 0.00 0.00 0.00 Tax on proposed Dividend 0.00 0.00 0.00 0.00 Transfer to General Reserve 0.00 0.00 0.00 0.00

Surplus carried to Balance Sheet 42.12 101.24 159.78 209.75

DIRECTOR’S REPORTTo,

The Members,

’ rdYour Directors have pleasure in presenting the Twenty Third (23 ) Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the Financial Year ended on March 31, 2015.

1. Financial summary or highlights/Performance of the Company

2. Financial performance

Standalone

During the performance under review, the company's net revenue from operations is Rs. 465.11 Crores as against Rs. 1196.75 Crores in the previous year. Profit before Interest and Depreciation and tax is decreased to (83.90) Crores in financial year 2014-15 as against Rs. 27.57 Crores in financial year 2013-14.

Consolidated

During the performance under review, the company's net revenue from operations is Rs. 729.83 Crores asagainst Rs. 1686.17 Crores in the previous year. Profit before Interest and Depreciation and tax is decreased to (101.77) Crores in financial year 2014-15 as against Rs. 23.42 Crores in financial year 2013 14.

3. State of affairs of the Company

During the first half of the financial year there was complete mismatch in purchase price of raw material and selling price of finished goods. This has resulted in operational losses. We were expecting a good season to start from October 2014. However due to unseasonal rains the crop was badly damaged and there was complete failure of soya crop in Vidarbha Region and adjourning areas. Under such situation not only our plant but several other plants of the region have closed their operations. Further in view of the un-remunerative price offered by MSEDCL, the operations of the power plants have also become unviable forcing us to close the plant.

4. Change in the nature of business

During the year under review there was no change in the nature of the business of the Company.

5. Dividend

In view of losses, your directors do not recommend any dividend for the current year under review.

6. Unclaimed dividend

The dividend(s) declared by the Company which remain unpaid / unclaimed for a period of Seven (7) years are required to transferred to the Investor Education & Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013. The Members are, therefore, requested to claim their unclaimed dividend, if any declared for the Financial Year 2008- 09.

In compliance to the provisions of section 125, the dividend for the Financial Year 2007-2008 declared at Annual thGeneral Meeting held on 28 July, 2008 remaining unclaimed is transferred to the Investor Education & Protection

th thFund (IEPF) on 11 August, 2015 and the Company has duly filed E-Form 1INV dated 18 August, 2015 Successfully with the MCA Authorities.

7. Share Capital

The paid-up Equity Share Capital as at March, 31, 2015 stood at Rs. 170,89,31,700.00/-. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares.

8. Directors and Key Managerial Personnel

Mr. Prashant Govindrao Duchakke, Executive Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

In order to comply with the provisions of Section 203 and other applicable provisions (if any) of the Companies Act, 2013, The Company has appointed Sameer Y Damle, Executive Director of the Company as Chief Financial

thOfficer and designated as Key Managerial Personnel of the Company with effect from 14 August, 2014.

th Mrs. Manik Anil Lonkar has been appointed as Director of the Company with effect from 7 January, 2015.

13



14



In order to comply with the provisions of Section 149 (4) and other applicable provisions (if any) of the Companies Act, 2013 and the Companies (Appointment and qualification of Directors) Rules, 2014, the Company

th has appointed following Non Executive Directors as Independent director of the Company with effect from 7January, 2015:

Mr. Vishnu Dattatraya Bhagade - Independent Director Mr. Sudhakar Ramchandra Khankhoje- Independent Director Mr. Ashok Narayan Deshpande - Independent DirectorMr. Prakash Dattatraya Mujumdar* - Independent Director

st Mrs. Vandana Sanghi has resigned from the Post of Company Secretary of the Company with effect from 1June, 2015 and Ms. Sneha Shrivastava, Associate member of The Institute of Company Secretaries of India has been appointed as the Company Secretary and designated as Key Managerial Personnel of the Company with

steffect from 1 June, 2015 under Section 203 of the Companies Act, 2013.

*Mr. Prakash Dattatraya Mujumdar, Non-Executive and Independent Director of the Company has resigned from ththe directorship of the Company with effect from 17 June, 2015.

9. External Rating

Your Company has appointed Credit Analysis & Research (CARE) Ltd. for rating of its various credit facilities. The rating of your Company has been revised from “CARE BB” (Double B) to “CARE D“(Single D) for Long Term facilities and “CARE A 4” (A Four) to CARE D (Single D) for short term facilities.

10. Insurance

All the assets (Movable/Immovable) of your Company are adequately insured. Similarly all the employees and workers of your Company are also covered under Accidental and Mediclaim Insurance as well as under Worskmen Compensation Policy.

11. Particulars of Employees

Particulars of employees pursuant to Section 196 & 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

In terms of the provisions of the Section 136(1) of the Companies Act, 2013 the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the corporate office of the Company at Nagpur during working hours and any member interested in obtaining such information may write to the Company Secretary atleast 7(Seven)days prior to the Annual General Meeting and the same will be furnished on request.

15



12. Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

13. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 as a part of this Annual Report as “ANNEXURE I” 14. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

15. Particulars of contracts or arrangements with related parties

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties entered are disclosed in Form AOC-2 as “ANNEXURE II” attached to this report.

16. Company's Policy on Directors' Appointment and Remuneration

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is given as “ANNEXURE III” to this Report.

17. Information forming part of the Directors' Report pursuant to Rule 5 of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as “ANNEXURE IV” to this report.

18. Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2015 your Company has two(2) Wholly Owned Subsidiaries (WOS) viz. “RPL InternationalTrade FZE” & “RPL (HK) Foods & Feed Corporation Limited” incorporated outside India and three(3) Associate Companies viz. “Rasoya Foods and Drinks Private Limited”, “Ivory Exports Private Limited” and “Eiravat Tradelinks Private Limited” pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiaries is given in Form AOC-1 as “ANNEXURE V” to this Report.


ANNUAL REPORT 2015 Page 16

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Corporate Office of the Company during the working hours. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiary.

All the Independent Directors confirmed that they have met the criteria of independence as required under Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

20.Cashflow Statement

stThe Cash flow statement for the year ended 31 March, 2015 is attached to the Balance Sheet.

21. Statutory Auditors

The Auditors, M/S. V.N. Bhuwania & Co., Chartered Accountants, Mumbai (ICAI Firm Registration Number: 101482W) retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment for a period of Three Years from the conclusion of this Annual General Meeting [AGM] till the conclusion of the Annual General Meeting to be held in the year 2017 subject to ratification of their appointment at every Annual General Meeting of the Company.

22. Statutory Auditors' Report

The Auditors' Report contains qualifications and the Company has given its comments on Auditors' Qualified Opinion for the Financial Year 2014-15. The details are mentioned here under:

Qualified Opinion (a) Sales transactions of Soya DOC amounting to Rs. 69.83 Crores as pointed out by the Auditors are the Ex- factory sales made to the new purchasers out of the return goods received from earlier purchaser. The necessary supporting documents related to above sales such as Sales Invoice, Delivery Order, Weighment Slips, Security records and other records to the extent available with us were made available to the Auditors.

Regarding purchases of Rs. 24 Crores of Soayabean Seeds made from unregistered dealers (URD), the necessary supporting documents such as ERP System generated relevant Contract Notes /Purchase Orders, Weighment Slips, Goods Received Notes /DOs have been made available to the auditors. The Sauda Kacchi Chitthi instead of invoices is issued by the URD Traders as per the prevailing trade practices related to Agro based commodity.

Qualified Opinion (b) As mentioned in para (ii) (c) of the Annexure to audit Report regarding complete trail of supporting documents related to sales and purchases and it's impact on stock records, the clarification has been given in para (a) above.

19. Declaration by an Independent Director(s)

17



As mentioned in para (iv) of the Annexure to audit Report regarding inadequate internal control system commensurate with the size of the company and it's nature of business with regards to purchase of inventories, sale of goods and services, inventory management, debtors and creditors management- the clarification has been already given in para (a) above.

Qualified Opinion (c) Since the company has furnished the Corporate Guarantee to Bank of Baroda on behalf of the seed suppliers and the Liability of Rs. 19.99 Crores for Repayment to Bank of Baroda has been crystalised due to nonpayment of Bills Discounted by the respective Borrowers/seed suppliers on respective due date, towards the Seed supplies made to the Company. The Bills Discounting Facility is availed by the respective Seed Suppliers in individual capacity from Bank of Baroda and not by the company , hence question of the having the Bank statements for the said facility with the company does not arise.

Therefore, the company is not in a position to furnish any Bank Statement for said crystallized liability under Corporate Guarantee furnished to Bank of Baroda. Qualified Opinion (d) Foreign Exchange Gain Rs. 29 Crores has not been recognized in accordance with AS 11, as same pertains to the o/s loan to WOS at Sharjah which is not likely to be repaid by the WOS in near future since the said funds have been earmarked for overseas operations of the company.

23. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is applicable to the Company for the FY 2014-15. In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has appointed, on the recommendations of audit committee M/s. SNM & Associates, Cost Accountants, Nagpur, as Cost Auditors to conduct the audit of cost records of your company for the financial year 2015-16.

The Cost Auditors have furnished a Certificate of their eligibility for appointment Under Section 148 of the Companies Act 2013, Certificate for independence and arms length relationship with the Company and are not disqualified for such appointment. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

24. Cost Auditor's Report

The Company is in receipt of Cost Audit Report pertaining to Financial Year 2013-14 from M/S SNM & Associates, Cost Accountants, pursuant to the Circular No. 15/2011 Dated 11th, April, 2011 issued by Ministry of Corporate Affair (MCA).

18



There are no observations or qualifications or adverse remarks in the Cost Auditor's Report which needs further comments or clarifications and the notes to accounts are self explanatory

25. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. R. A. Daga & Co., Practicing Company Secretary, Nagpur to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditors is enclosed as “ANNEXURE VI” to this report.

26. Internal Audit & Controls

The Company continues to engage M/s. S. Chakravarthy & Associates, Chartered Accountants, Nagpur as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor's findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

27. Vigil Mechanism/Whistle Blower Policy

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy has been established by the Company to provide appropriate avenues to the employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company. The Vigil Mechanism/Whistle Blower Policy has been uploaded on the website of the Company at www.rasoyaproteins.in under investors /Whistle Blower Policy link.

28. Events occurring after the balance date:

There are no significant events occurred after the Balance Sheet date which have adverse material impact on financial statement or otherwise.

29. Risk management Policy and Report:

Your company has taken adequate measures to mitigate the risks associated with the various risks impacting

the Company which includes the identification of various elements of risk impacting the company and

mitigation of the same.

30. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

th During the year under review, a fire accident has occurred on 27 April, 2015 at the unit situated at Malkapur in which the Soyabean seed stored in one of the Silos was damaged and destroyed. The total estimated loss as

19



Sr. No Date of making

loan

Details of Borrower

Amount

Purpose for which the loan is to be utilized by the recipient

Time period

for which it is given

Date of BR

Date of SR (if reqd)

Rate of Interest

Security

Not Applicable

SL No

Date of investment

Details of Investee

Amount

Purpose for which the proceeds from investment is proposed to be utilized

by the recipient

Date of BR

Date of SR (if reqd)

Expected rate of return

1. 29/09/2014 RPL (HK) Foods & Feeds

Corporation Ltd.

79,968 Investment in Capital Of RPL (HK) Foods & Feed Corporation Limited (WoS)

20/09/2014 N.A. --

per the primary assessment is Rs. 34 Crores. The necessary steps have been taken and a surveyor has been appointed by the insurance company. The assessment and survey proceedings are under process and not yet

completed.

31. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

Your Company had laid down set of standards, processes and structures which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively.

32. Deposits

The Company has accepted deposits from public during the year within the meaning of the provisions of Sections 58A, 58AA of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 1975 to the tune of Rs. 3,30,35,000/-. The total outstanding of such Public deposits as on the Balance Sheet Date including interest stands at Rs.2,54,82,884/-.As per the Companies Act, 2013 all the outstanding deposits had to be repaid as on March 31, 2015. However, the Company Law Board has approved the repayment of the outstanding deposits as per the original tenure.

33. Particulars of loans, guarantees or investments under Section 186

Details of Loans:

Details of Investments:

Details of Guarantee / Security Provided:

SL No

Date of providing security/guarantee

Details of recipient

Amount

Purpose for which the

security/guarantee is proposed to be utilized by

the recipient

Date of BR

Date of SR (if any)

Commission

Not Applicable

20



34. Corporate Governance Certificate

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/applicable laws. The Company has been proactive in following the principles and practice of good corporate governance. The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange are complied with. A separate statement on corporate governance is enclosed as a part of the Annual Report along with the Auditor's Certificate on its compliance. A Management Discussion and Analysis Report also attached herewith and the Report on Corporate Governance is given as “ANNEXURE- VII” and form part of this report.

35. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee (ICC) to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and setup the Committee for the implementation of the said policy. The Company is fully committed to uphold and maintain the dignity of every women working in the Company.

During the year under review the Company has not received any complaint of harassment.

36. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Due to non availability of basic raw material the solvent extraction plants were not fully operational and as a result the captive power plant was shut down. Hence Conservation of energy and Technology absorption are not applicable. (a) Conservation of energy: Not Applicable (b) Technology absorption: Not Applicable

(c) Foreign exchange earnings and Outgo:During the year, the total foreign exchange used was Rs. 16.89 Lac and the total foreign exchange earned was Rs. 2575.97 Lac.

37.Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

During the year under review no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

21



38. Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and approved the CSR Policy for the same.

Having regard to the Second proviso of Section 135 (5) of the Companies Act, 2013 the valid reason for not spending the amount on CSR Activities is that the Company is facing acute Liquidity Crunch as its main activity of Solvent Extraction could not be carried out due to non availability of the main Raw Material Soyabean Seed and as a consequence the Company's Power Plant has also been shut down during the FY 2014-15. Therefore, the Company is not even in a position to meet its day to day expenses and deposit the various Statutory dues. The various Bank Loan Accounts of the Company have turned into NPA.

In view of the above facts, it was extremely difficult for the Company to spend any amount towards the CSR activities during the FY 2014-15.

39. Human Resources

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis.

40. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;(d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

41. Voting through Electronic Means

Pursuant to Section 108 of the Companies Act, 2013 and Clause 35B of the amended Listing Agreement, your Company has taken necessary steps to make available the facility provide to its members the facility to exercise their right to vote by Electronic means for the transactions which require approval through Postal Ballot.

22



Sr. No

Name of the Stock Exchange where the shares of the company is listed

Address of the Stock Exchange

Listing Fees

1 The Bombay Stock Exchange Limited P.J. Towers Dalal Street Mumbai. 400023 2014-15

2 The National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E) Mumbai-400051

2014-15

42. Listing of Shares

During the period under review the Shares of the company are listed on The Bombay Stock Exchange Limited and also on The National Stock Exchange of India Limited.

The particulars of the name and address of the Stock Exchange is as follows:

43. Dematerilization of Company's Shares:

Your company has provided the facility to its share holders for dematerialization of their shareholding by entering into an agreement with The National Securities Depository limited (NSDL) and Central Depository Services (India) limited (CDSL). The ISIN number allotted to the company is (INE904G01038). Further the Annual custodian charges for the financial year 2014-15 have been paid to NSDL and CDSL.

Acknowledgement

Your Directors wish to place on record their appreciation and sincere thanks to all government agencies, banks, shareholders, vendors and other related organizations, who through their continued support and co-operation, have helped, as partners, in your Company's progress. Your Directors also acknowledge the hard work, dedication and commitment of the employees.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS,

Sd/- (Anil Narayan Lonkar)

CEO & MANAGING DIRECTORDIN: 00282816

th Date: 14 August, 2015 Place: Nagpur

23



“ANNEXURE- I” TO THE DIRECTOR’S REPORT

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company(Management & Administration) Rules, 2014

I. REGISTRATION & OTHER DETAILS:

1.

CIN

L15143MH1992PLC066662

2.

Registration Date

06/05/1992

3.

Name of the Company

RASOYA PROTEINS LIMITED

4.

Category/Sub-category of the

Company

Category: Company limited by shares

Sub-category: Indian Non-Government Company

5.

contact details

Address: Village Wanjari, Taluka Wani, Yavatmal-445 004

Maharashtra, India

Contact details: 0712-2283899, 2295355

6. Whether listed company Listed (The Bombay Stock Exchange Ltd & The National Stock

Exchange of India Ltd)

7.

Name, Address & contact details of

the Registrar & Transfer Agent, if any.

M/S. SYSTEM SUPPORT SERVICES 209, Shivai Industrial Estate

89, Andheri-Kurla Road, Sakinaka, Andheri (e), Mumbai 400072, Maharashtra, India

S. No.

Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1 Manufacturing of Poultry Feed 217.20 61.22% 2 Manufacture of vegetable oils and fats through

solvent extraction 211.30 21.27%

3 203.50 10.39%

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)



III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) Category-wise Share Holding

No. of Shares held at the beginning of the year[As on 31-March-2014]

No. of Shares held at the end of the year[As on 31-March-2015]

% Changeduring

the year Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

(1) Indian

a) Individual/ HUF 362550870 0 362550870 21.22 308550870 0 308550870 18 . 0 6 3 . 1 6

b) Central Govt 0 0 0 0.00 0 0 0 0.00 -

c) State Govt(s) 0 0 0 0.00 0 0 0 0.00 -

d) Bodies Corp. 178907100 0 178907100 10.47 78713100 0 78713100 4.61 5 . 8 0

e) Banks / FI 0 0 0 0.00 0 0 0 0.00 -

f) Any other 0 0 0 0.00 0 0 0 0.00 -

Total shareholding of

Promoter (A)

541457970 0 541457970 31.68 387263970 0 387263970 22 . 6 6 9 . 0 2

B. Public Shareholding

1. Institutions

a) Mutual Funds 22717 0 22717 0.00 17392 0 17392 0.00 -

b) Banks / FI 20 0 20 0.00 116381286 0 116381286 6.81 6.81

c) Central Govt 0 0 0 0.00 0 0 0 0.00 -

d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 -

e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 -

f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 -

g) FIIs 68117723 0 68117723 3.99 254861450 0 254861450 14.91 1 0 . 9 2

h) Foreign Venture

Capital Funds 0 0 0 0.00 0 0 0 0.00 -

i) Others (specify) 0 0 0 0.00 0 0 0 0.00 -

Sub-total (B)(1):- 68140460 0 68140460 3.99 371260128 0 371260128 21.72 1 7 . 7 3

2. Non-Institutions

a) Bodies Corp.

i) Indian 395942104 114114000 510056104 29.85 3725 9 3 6 8 1 1 4 1 1 4 0 0 0 4 8 6 6 7 3 3 6 8 528.48 1.37

ii) Overseas 0 0 0 0.00 0 0 0 0.00 -

b) Individuals

25



i) Individual shareholders holding nominal share capital up to Rs. 1 lakh

6313719 2380890

8694609 0.51 173257088 2314890 175571978 10.27 9.07ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

61986960 43095000 105081960 6.51 218698981 .48310 95000 261793981 15.32 8

c) Others (specify) 0 0 0 0.00 0 0 0 0.00 -

Non Resident Indians 1244785 0 1244785 0.10 4561509 0 4561509 0.27 0.17 Overseas Corporate Bodies 0 0 0 0.00 0 0 0 0.00 -

Foreign Nationals 0 0 0 0.00 0 0 0 0.00 -

Clearing Members 0 0 0 0.00 0 0 0 0.00 -

Trusts 0 0 0 0.00 0 0 0 0.00 -

Foreign Bodies - D R 0 0 0 0.00 0 0 0 0.00 -

Sub-total (B)(2):- 482978840 159639890 642618730 51.32 7 9 0 8 3 3 7 1 2 1 5 9 5 2 3 8 9 0 950407602 55.61 4.29

Total Public Shareholding (B)=(B)(1)+ (B)(2) 551119300 159639890 710759190 56.76 1162093840 1595 2 3 8 9 0 1321667730 77.34 20.58

C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 -

Grand Total (A+B+C) 154929181 0 159639890 1708931700 100.00 15493578 10 159523890 1708931700 100.00 -

A) Shareholding of Promoter

Sr. No Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year % change in shareholding during the year

No. of Shares

% of total Shares of

the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total

Shares of the company

%of Shares Pledged / encumbered to total shares

1 Akshaya Lonkar 55218000 3.23 0.00 55218000 3.23 0.00 -

2 Anil Narayan Lonkar 154834770 9.06 0.17 154834770 9.06 3.53 - 3

Arpita Lonkar 52317000 3.06 0.00 52317000 3.06 0.00 - 4

Ivory Exports Private Limited

160194780

9.37 1.79 60000780 3.51 0.00 5.86

5

Manik Anil Lonkar 100181100 5.86 0.00 46181100 2.70 0.52 3.16

6

Rasoya Foods and Drinks Pvt Ltd 18712320 1.09 0.00 18712320 1.09 0.00 -

TOTAL

541457970

31.68

1.96

387263970

22.66

4.06

9.02

26



SN

Particulars

Shareholding at the beginning of

the year

Cumulative Shareholding during the year

No. of shares

% of total

shares of the

company

No. of shares

% of total

shares of the

company

1.

Ivory Exports Private Ltd

At the beginning of the year

160194780

9.37

160194780

9.37

Invocation of Shares on 10th

Jan, 2015

100194000

5.86

100194000

5.86

At the end of the year

60000780

3.51

60000780

3.51

2.

Mrs. Manik Anil Lonkar


100181100

5.86

100181100

5.86

Invocation of Shares on 10th

Jan, 2015

54000000

3.16

54000000

3.16


46181100 2.70 46181100 2.70

Sr.

No.

For Each of the Top 10

Shareholders

Shareholding at the beginning

of the year

Cumulative Shareholding during

the

year

No. of shares % of total

shares of the

company

No. of

shares

% of total

shares of the

company

1. SBM TRADING COMPANY PRIVATE

LIMITED


112500000

6.5831

112500000

6.5831

Date wise Increase / Decrease in

Promoters Shareholding during the year

specifying the reasons for increase

/decrease (e.g. allotment / transfer /

bonus/ sweat equity etc.):

35499714

2.08

35499714 2.08


77000286

4.5058

77000286

4.5058

2.

RACA TRADING COMPANY PRIVATE

LIMITED At the beginning of the year

96450000

5.6439

96450000

5.6439






35925582

2.10

35925582

2.10


60524418

3.5417

60524418

3.5417

3. ASPIRE EMERGING FUND

At the beginning of the

year

24027990

1.4060

24027990

1.4060



112000283 6.55 112000283 6.55

B) Change in Promoters' Shareholding (please specify, if there is no change)

C) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

27







136028273

7.9598

136028273

7.9598

4.

IDBI BANK LTD


20

0.00

20

0.00






110257566

6.4518

110257566

6.4518


110257586

6.4518

110257586

6.4518

5.

HIGHBLUESKY EMERGING MARKET

FUND


24027990

1.4060

24027990

1.4060






78165183

4.57

78165183

4.57

At the end of the year 102193173 5.9799 102193173 5.9799

6. PVK TRADING COMPANY PVT LTD

At the beginning of the year 95325000 5.5780 95325000 5.5780






0 0.00 0 0.00


95325000

5.5780

95325000

5.5780

7.

RACA TRADING COMPANY PVT LTD


42000000

2.4577

42000000

2.4577






0

0.00

0

0.00


42000000

2.4577

42000000

2.4577

8.

PVK TRADING COMPANY PVT. LTD


36000000

2.1066

36000000

2.1066






0

0.00

0

0.00


36000000

2.1066

36000000

2.1066

9.

SBM TRADING COMPANY PVT LTD


36000000

2.1066

36000000

2.1066

Date wise Increase / Decrease in 0

0.00

0

0.00

28






bonus/ sweat equity etc.): At the end of the year 36000000 2.1066 36000000 2.1066

10. RELIGARE FINVEST LTD

At the beginning of the year 31465285 1.8412 31465285 1.8412






1089997 0.06 1089997 0.06


30375288

1.7774

30375288

1.7774

D) Shareholding of Directors and Key Managerial Personnel

SN Shareholding of each Directors and each Key

Managerial Personnel

Shareholding at the beginning

of the year

Cumulative Shareholding during

the

year

No. of shares

% of total

shares of the

company

No. of shares

% of total

shares of the

company

1.

Mr. Anil Narayan Lonkar


154834770 9.06 Date wise Increase / Decrease in Promoters

Shareholding during the year specifying the

reasons for increase /decrease (e.g. allotment /

transfer / bonus/ sweat equity etc.):

-

-

-

-

At the end of the year 154834770 9.06

2. Mrs. Manik Anil Lonkar At the beginning of the year 100181100 5.86 Invocation of Shares on 10th

Jan, 2015 54000000 3.16 At the end of the year

46181100 2.70

3.

Mr. Sameer Y Damle At the beginning of the year

12000 0.00

Date wise Increase / Decrease in Promoters

Shareholding during the year specifying the


transfer / bonus/ sweat equity etc.): - - - - At the end of the year

12000 0.00 4.

Mr. Prashant G. Duchakke


100140 0.01 Date wise Increase / Decrease in Promoters

Shareholding during the year specifying the - - - -

154834770 9.06

154834770 9.06

100181100 5.86

54000000 3.16

46181100 2.70

12000 0.00

12000 0.00

100140 0.01


transfer / bonus/ sweat equity etc.):

At the end of the year 100140 0.01 100140 0.01

29



E) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Rs. in Lac)

Secured Loans

excluding deposits Unsecured

Loans Deposits Total

Indebtedness

year

i) Principal Amount 29,632.40 - 323.46 29,955.86

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 29,632.40 - 323.46 29,955.86

year - - -

* Addition 7,715.93 1,999.80 - 9,715.73

* Reduction 3,168.81 - 89.94 3,258.75

Net Change 4,547.11 1,999.80 (89.94) 6,456.97

- - -

i) Principal Amount 34,179.51 1,999.80 233.52 36,412.83

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 948.56 153.87 - 1,102.42

IV. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Rs. in Lac/Per Annum) SN. Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount

Mr. Anil N. Lonkar - CMD

Mr. Prashant Duchakke - WTD

Mr. Sameer Damle - WTD

1 Gross salary

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

42.00 36.00 36.00 114.00

(b) Value of perquisites u/s 17(2) Income-tax

Act, 1961 -- -- -- --

17(3) Income- tax Act, 1961

2 Stock Option

--

--

--

--

3 Sweat Equity

--

--

--

--

4 Commission

- others, specify

--

--

--

--

5 Others, please specify

-- -- -- -- Total (A)

42.00 36.00 36.00 114.00 Ceiling as per the Act

--

--

--

--

30



B. Remuneration to other directors (Rs in thousands) SN.

Particulars of Remuneration

Name of Directors

Total

Amount

1

Independent Directors

Mr. Vishnu Bhagade

Mr. S.R. Khankhoje

Mr. A.N. Deshpande

Mr. P.D. Mujumdar

Mrs. Manik Lonkar

Fee for attending board committee

meetings

40000

40000

40000

40000

16000 -

Commission - - - - - -

Others, please specify - - - - - -

Total (1) 40000 40000 40000 40000 16000

-

2 Other Non-Executive Directors Fee for attending audit committee

meetings 48000 48000 48000 48000 0

-

Commission

- - - - - -

Others, please specify

- - - - - -

Total (2)

48000

48000 48000 48000 0 -

Total (B)=(1+2)

98000

98000 98000 98000 16000 -

Total Managerial

Remuneration

98000 98000 98000 98000 16000

408000

Overall Ceiling as per the Act

-

-

-

-

-

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(Rs. in Lacs/Per Annum) SN

Particulars of Remuneration

Key Managerial Personnel

CEO

CS

CFO

Total

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the

Income-tax Act, 1961

- 245400 - 245400

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - - -tax Act,

1961

-

-

-

-

2

Stock Option

-

-

-

- 3

Sweat Equity

-

-

-

-

4

Commission

-

-

-

-

- - - - -

others, specify… - - - - 5 Others, please specify - - - -

Total - 245400 - 245400

31



V. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type

Section of the

Companies Act

Brief

Description

Details of Penalty /

Punishment/

Compounding fees

imposed

Authority

[RD / NCLT/

COURT]

Appeal made,

if any (give Details)

A. COMPANY

Penalty

NIL

Punishment

Compounding

B. DIRECTORS Penalty

NIL

Punishment Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NIL

Punishment

Compounding

32



“ANNEXURE- II” TO THE DIRECTOR’S REPORT

FORM NO. AOC -2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014 Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto. 1. Details of contracts or arrangements or transactions not at Arm’s length basis:

SL. No. Particulars Details

a) Name (s) of the related party & nature of relationship Rasoya Foods & Drinks Pvt. Ltd.

b) Nature of contracts/arrangements/transaction Sales / Purchase transactions

c) Duration of the contracts/arrangements/transaction Transaction period - Financial Year 2014-15

d) Salient terms of the contracts or arrangements orr tansaction

including the value, if any

1. Sale of Soya Seed of Rs. 333.50 Lacs

2. Sale of Soya DOC of Rs. 1069.71 Lacs

3. Purchase of Soya DOC of Rs. 508.12

Lacs

e)

or transactions’

Transactions that were entered into during

and were in the ordinary course of the business

f) Date of approval by the Board 30/05/2015

g) Amount paid as advances, if any --

h) Date on which the special resolution was passed in G eneral --

2. Details of contracts or arrangements or transactions at Arm's length basisSL. No. Particulars Details

a) Name (s) of the related party & nature of relationship Mrs. Manik Anil Lonkar (spouse of Managing Director and Non Executive Director)

b) Nature of contracts/arrangements/transaction - per month

c) Duration of the contracts/arrangements/transaction 12 months

d) Salient terms of the contracts or arrangements or transaction

including the value, if any

NIL

e) Date of approval by the Board 30/05/2015

f) Amount paid as advances, if any NIL

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Nagpur

th Date: 5 August, 2015

Sd/- (Anil Narayan Lonkar)

CEO & MANAGING DIRECTOR DIN: 00282816

33



“ANNEXURE- III” TO THE DIRECTOR’S REPORT

THE NOMINATION AND REMUNERATION POLICY(As recommended & formulated by Nomination and Remuneration Committee and approved by the Board)

INTRODUCTIONIn terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, entered into by the Company with Stock Exchanges, as amended from time to time, this policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company has been formulated by the Nomination and Remuneration Committee of

ththe Company and approved by the Board of Directors dated 14 August, 2014. This policy shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel & Senior Management.

OBJECTIVE

1. The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement.The Key Objectives of the Committee would be:

1.1 To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

1.2 To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

1.3 To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

1.4 To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

1.5 To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

1.6 To devise a policy on Board diversity

1.7 To develop a succession plan for the Board and to regularly review the plan

34



2. DEFINITIONS :

2.1 Act means the Companies Act, 2013 and Rules framed hereunder, as amended from time to time.

2.2 Board means Board of Directors of the Company.

2.3 Directors mean Directors of the Company

2.4 Key Managerial Personnel means 2.4.1 Chief Executive Officer or the Managing Director or the Manager; 2.4.2 Whole-time director;/ Executive Director 2.4.3 Chief Financial Officer; 2.4.4 Company Secretary; and 2.4.5 Such other officer as may be prescribed.

2.5 Senior Management means Senior Management means personnel of the company who are members of its core management team excluding the Board of Directors including Functional Heads.

3. ROLE OF COMMITTEE

3.1 Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee

The Committee shall: 3.1.1. Formulate the criteria for determining qualifications, positive attributes and independence of a director. 3.1.2. Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy. 3.1.3. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

3.2 Policy for appointment and removal of Director, KMP and Senior Management 3.2.1 Appointment criteria and qualifications a)The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment. b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position. c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

35



3.2.2 Term / Tenurea) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its

Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No

re-appointment shall be made earlier than one year before the expiry of term.

B) Independent Director: - An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the

Company and disclosure of such appointment in the Board's report.

c) No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in

or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company he/ she shall be eligible for appointment for one more term of 5 years only.

d) At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

3.2.3 EvaluationThe Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

3.2.4 RemovalDue to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

3.2.5 RetirementThe Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

36



3.3 Policy relating to the Remuneration for the Whole-time Director, KMP and Senior Management Personnel

3.3.1 General :a) The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration /compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required. b) The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Act. c) Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director. d) Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

3.3.2 Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:A) Fixed pay: The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

B) Minimum Remuneration:If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.

C) Provisions for excess remuneration: If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

37



3.3.3 Remuneration to Non- Executive / Independent Director:A) Remuneration / Commission: The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Act.

B) Sitting Fees: The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rupees One Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

C) Commission: Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act.

D) Stock Options:An Independent Director shall not be entitled to any stock option of the Company.

4. Membership

4.1 The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent.

4.2 The quorum shall be either two members or one third of the members of the Committee whichever is higher

4.3 Membership of the Committee shall be disclosed in the Annual Report.

4.4 Term of the Committee shall be continued unless terminated by the Board of Directors.

5. Chairperson

5.1 Chairperson of the Committee shall be an Independent Director.

5.2 Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

5.3 In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson.

5.4 Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders' queries.

6. Frequency Of Meetings

The meeting of the Committee shall be held at such regular intervals as may be required.

38



7. Committee Member’s Interests

7.1 A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

7.2 The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

8. Secretary

The Company Secretary of the Company shall act as Secretary of the Committee.

9. Voting

9.1 Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

9.2 In the case of equality of votes, the Chairman of the meeting will have a casting vote.

10. Nomination duties :

The duties of the Committee in relation to nomination matters include:10.1 Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness

10.2 Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act;

10.3 Identifying and recommending Directors who are to be put forward for retirement by rotation.

10.4 Determining the appropriate size, diversity and composition of the Board

10.5 Setting a formal and transparent procedure for selecting new Directors for appointment to the Board

10.6 Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

10.7 Evaluating the performance of the Board members and Senior Management in the context of the Company's performance from business and compliance perspective

10.8 Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

39



10.9 Delegating any of its powers to one or more of its members or the Secretary of the Committee;

10.10 Recommend any necessary changes to the Board; and

10.11 Considering any other matters, as may be requested by the Board.

11. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

11.1 To consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board.

11.2 To approve the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

11.3 To delegate any of its powers to one or more of its members or the Secretary of the Committee.

11.4 To consider any other matters as may be requested by the Board.

11.5 Professional indemnity and liability insurance for Directors and senior management.

12. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minute and signed by the Chairman of the Committee at the subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meeting.

Sd/-Vishnu D. Bhagade

Chairman of the Nomination & Remuneration Committee

DIN: 00674039thDate: 5 August, 2015Place: Nagpur

Sd/- Anil N. Lonkar

CEO & Managing Director DIN: 00282816

40



“ANNEXURE- IV” TO THE DIRECTOR’S REPORT

INFORMATION FORMING PART OF THE DIRECTORS' REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES, 2014

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company:

*Non-Executive and Independent Directors were paid sitting fees for attending Board and Committee meetings thereof for the financial year 2014-15.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

c. The percentage increase in the median remuneration of employees in the financial year: NIL

d. The number of permanent employees on the rolls of Company: 510

e. The explanation on the relationship between average increase in remuneration and Company performance: There was no increase in remuneration during the year 2014-15

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:During the year 2014-15 the Company has incurred loss and there was no increase in the remuneration of the key managerial personnel.

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Name of the Directors Designation Ratio to median employee

remuneration Anil Narayan Lonkar CEO & Managing Director 0.02 Sameer Y Damle Executive Director 0.02 Prashant G Duchakke Executive Director 0.02

Name of the Directors Designation % increase in the

remuneration in the FY 2014-15

Anil Narayan Lonkar CEO & Managing Director - Sameer Y Damle* Executive Director & CFO - Prashant G Duchakke Executive Director - Vandana Sanghi* * Company Secretary -

41



The Market Capitalization of the Company as on 31st March, 2015 was Rs.9911.80 Lac as compared to Rs.267447.81 Lac as on 31st March, 2014. The price earnings ratio of the Company was (2.90) as at 31st March,

st2015 and was 0.19 as at 31 March, 2014.

h. Average percentile increase already made in the salaries of employees other than the managerial personnel inthe last financial year and its comparison with the percentile increase in the managerial remuneration andjustification thereof and point out if there are any exceptional circumstances for increase in the managerialremuneration:

. Comparison of the each remuneration of the KMP against the performance of the Company:

. The key parameters for the variable component of remuneration availed by the directors is as per the remuneration policy for directors, key managerial personnel and other employees, recommended by theNomination and Remuneration Committee and approved by the Board.

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors butreceive remuneration in excess of the highest paid director during the year: Not Applicable

l. Affirmation: The Board do hereby affirms that the remuneration is as per the remuneration policy as recommended by the Nomination & Remuneration Committee and approved by the Board.

as Chief Financial Officer and designated as Key Managerial Personnel of the thCompany with effect from 14 August, 2014.

Mrs. Vandana Sanghi has resigned from the Post of Company Secretary of the Company with effect from

st1 June, 2015.

During the year 2014-15 the Company has incurred loss. Therefore, there was no increase in the salaries of the employees including the managerial remuneration of Key managerial personnel.

iDuring the year 2014-15 the Company has incurred loss. Therefore, there was no increase in the remuneration of the key managerial personnel.

j

Notes:

* Mr. Sameer Y Damle appointed

* *

42



“ANNEXURE- V” TO THE DIRECTOR’S REPORT

STATEMENT PURSUANT TO SUB-SECTION (3) OF SECTION 129 OF THE COMPANIES ACT, 2013 RELATING TO SUBSIDIARY COMPANY(s)

Form AOC-1(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part “A”: Subsidiaries

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations: RPL (HK) Foods & Feeds Corporation Ltd.

2. Names of subsidiaries which have been liquidated or sold during the year: NIL

(Amount in Rs. Lacs) Sr. No. Particulars

1. Name of the subsidiary RPL International Trade (FZE)

RPL (HK) Foods & Feeds Corporation Ltd.

2. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

Financial Year ended on 31.03.2015

Financial Year ended on 31.03.2015

3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries

Reporting currency - AED Exchange rate - 17

Reporting currency - HKD

Exchange rate - 8.04 4. Share capital 25.50 0.80 5. Reserves & surplus 13371.35 (4.74) 6. Total assets 37592.35 1.34 7. Total Liabilities 24195.50 5.28 8. Investments -- -- 9. Turnover 26427.29 --

10. taxation 919.29 (4.74) 11. Provision for taxation -- -- 12. 919.29 (4.74) 13. Proposed Dividend -- -- 14. % of shareholding 100% hold by Parent

Company i.e. Rasoya Proteins Ltd

100% hold by Parent Company i.e. Rasoya Proteins Ltd


Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures (Rs. In Lacs)

Sr. No. Particulars

1 Name of associates/Joint Ventures Rasoya Foods &

Drinks Pvt. Ltd

Ivory Exports Pvt.

Ltd

Eiravat Tradelinks

Pvt. Ltd

2 Latest audited Balance Sheet Date 31.03.2015 31.03.2013 31.03.2013

3 Shares of Associate/Joint Ventures held by the company on

the year end

No. Nil Nil Nil

Amount of Investment in Associates/Joint Venture Nil Nil Nil

Extend of Holding% NA NA NA

4 Common Director Common Director Common Director

5 Reason why the associate/joint venture is not consolidated No share in the

Company i.e.

Rasoya Proteins

Ltd and Associate

in terms of

Common

Management. So

the results are not

consolidated.

No share in the

Company i.e.

Rasoya Proteins

Ltd and Associate

in terms of

Common

Management. So

the results are not

consolidated.

No share in the

Company i.e.

Rasoya Proteins

Ltd and Associate

in terms of

Common

Management. So

the results are not

consolidated.

6 Net worth attributable to shareholding as per latest audited

Balance Sheet

(33.78) 688.25 913.47

7 10.61 (2.50) (0.21)

Considered in Consolidation -- -- --

Not Considered in Consolidation -- -- --

Note: Significant influence has been determined as per Accounting Standard -18 “Related Party Transactions” issued by ICAI

1. Names of associates or joint ventures which are yet to commence operations: NIL2. Names of associates or joint ventures which have been liquidated or sold during the year: NIL

For M/s. V.N. Bhuwania & Co., For and on behalf of the Board of DirectorsChartered Accountants, Firm Reg. No.: 101482W

43ANNUAL REPORT 2015 Page

Sd/-V.N. BHUWANIA

Proprietor M. No. 7068

Sd/- ANIL N. LONKAR

CEO/Managing DirectorDIN: 00282816

Sd/-VISHNU D. BHAGADEIndependent Director

DIN: 0067403 Sd/-

VANDANA SANGHICompany Secretary

M.No:A16180

Sd/-

SAMEER Y. DAMLE Executive Director

DIN: 03133940

thDate: 10 August, 2015Place: Nagpur

44



“ANNEXURE- VI” TO THE DIRECTOR’S REPORT

Form No. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31-03-2015[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,RASOYA PROTEINS LIMITED CIN: - L15143MH1992PLC066662Village Wanjari, Taluka Wani, Yavatmal, Maharashtra-445004, India.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Rasoya Proteins Limited bearing CIN:- L15143MH1992PLC066662 (Hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct statutory compliances and expressing our opinion thereon. Based on our verification of the Companies books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agentsand authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31/03/2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

A. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31/03/2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

45



(C) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; N.A

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; N.A

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; N.A and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; N.A and

We have also examined compliance with the applicable clauses of the following: (i) Since Secretarial Standards issued by Institute of Company Secretaries of India (ICSI) were not applicable during the year, we have not commented on the same for the audit period.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited (NSE) & BSE Limited (BSE), during the period under review the Company has complied with the provisions of the applicable Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

B. We further report that the Company has, in our opinion, complied with the applicable provisions of the Companies Act, 1956 and Companies Act, 2013 and the Rules made under these Acts and the Memorandum and Articles of Association of the Company, with regard to:I. maintenance of various statutory registers and documents and making necessary entries therein subject to necessary amendments.

ii. Closure of the Register of Members.

iii. forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central Government;

iv. service of documents by the Company on its Members, Auditors and the Registrar of Companies;

v. notice of Board meetings and Committee meetings of the Board;

vi. the meetings of Directors and Committees of Directors including passing of resolutions by circulation;

nd thvii. the 22 Annual General Meeting held on 30 July 2014;

Viii. minutes of proceedings of General Meetings and of the Board and its Committee meetings;

ix. approvals of the Members, the Board of Directors, the Committees of Directors and the Government;

46



x. constitution of the Board of Directors / Committee(s) of Directors, appointment, retirement and reappointment of Directors including the Managing Director, Joint Managing Director and Whole-time Directors;xi. payment of remuneration to Directors including the Managing Director, Joint Managing Director and Whole-time Directors,xii. appointment and remuneration of Auditors and Cost Auditors;xiii. transfers and transmissions of the Company's shares, issue and dispatch of duplicate certificates.xiv. issues of shares on Preferential Basis.xv. Borrowings, registration of creation, modification and satisfaction of charges wherever applicable;xvi. investment of the Company's funds including investments in securities and loans to others;xvii. Form of balance sheet and statement of profit and loss account as prescribed.xviii. General Instructions for preparation of the same as prescribed.xix. Directors' report;xx. contracts, common seal, registered office and publication of name of the Company; andxxi. Generally, all other applicable provisions of the Said Act and the Rules made under the Act.

C.We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Companies Act, 2013 and the Listing Agreement.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views if any are captured and recorded as part of the minutes.

The Company has obtained all necessary approvals under the various provisions of the Act; and

There was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers.

There was interim order initiated and fines penalties were imposed during the year under review under the SEBI Act, and Rules, Regulations and Guidelines framed under this Act against / on the Company, and its Directors. The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel.

47



Sd/-Rachana Daga

ProprietorMembership No: 5522

C. P. No: 5073

R.A. DAGA & Co.

Company Secretaries

D. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines except with certain irregularities.

E. The Company has complied with the provisions of the Securities Contracts (Regulation) Act, 1956 and the Rules made under that Act, with regard to maintenance of minimum public shareholding.

F. We further report that the Company has complied with the provisions of the Depositories Act, 1996 and the rules framed there under by the Depositories with regard to dematerialization / rematerialisation of securities and reconciliation of records of dematerialized securities with all securities issued by the Company.

G. The Company has complied with the provisions of the FEMA, 1999 and the Rules and Regulations made under that Act to the extent applicable.

H. We further report that:

i) the Company has complied with the requirements under the Equity Listing Agreements entered into with BSE Limited & National Stock Exchange of India Limited.

ii) the Company has complied with the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including the provisions with regard to disclosures and maintenance of records required under the said Regulations;

iii) the Company has complied with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and including the provisions with regard to disclosures and maintenance of records required under the said Regulations with some pending issues.

We further report that based on the information received and records maintained there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place: Nagpur Date: 10.08.2015 Encl: ANNEXURE I ANNEXURE II

Note: This report is to be read with our letter of even date which is annexed as 'ANNEXURE I and ANNEXURE II' and forms an integral part of this report.

48



ANNEXURE I

R.A. DAGA & Co. Company Secretaries

Sd/-Rachana Daga Proprietor

Membership No: 5522C. P. No: 5073

To,The Members,RASOYA PROTEINS LIMITED CIN: - L15143MH1992PLC066662Village Wanjari, Taluka Wani, Yavatmal, Maharashtra-445004, India.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, wefollowed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place: Nagpur Date: 10.08.2015

49



ANNEXURE II

Registered office Village Wanjari, Taluka-Wani, Dist- Yavatmal, Maharashtra-445304

Corporate office::Rasoya House, Plot No. 20/21 Kheta Layout, Near New Sneha Nagar, Wardha Road, Nagpur-440015

List of plants situated at:

1. Village Wanjari Taluka, Wani, District Yavatmal (MS)2. Village Kund (Buj), Taluka Malkapur, District Buldhana (MS)3. Village Kalmana, Taluka Wani, District Yavatmal (MS)4. Village Wadgaon, Taluka Wani, District Yavatmal (MS)

Under the Major Group and Head:1. Food Safety & Standard Act, 2006;2. Factories Act, 1948;3. Industries (Development & Regulation) Act, 1951;4. Acts prescribed for Mining activities;5. Labour Laws and other incidental laws related to labour and employees appointed by the Company either on its payroll or on contractual basis as related to wages, gratuity, provident fund, ESIC, compensation etc.;6. Acts prescribed under prevention and control of pollution;7. Acts prescribed under Environmental protection;8. Acts as prescribed under Direct Tax and Indirect Tax;9. Land Revenue laws of respective States;10. Labour Welfare Act of respective States;11. Local laws as applicable to various offices and Plants;12. National Oil Seeds and Vegetable Oils Development Board Act, 1983;13. Seeds Act, 1966;14. Protection of Plant varieties and Farmers Right Act, 2001;15. Cotton Copra and vegetable oils Cess (Abolition Act) 1987.

“ANNEXURE- VII” TO THE DIRECTOR’S REPORT

STCORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED ON 31 MARCH 2015

1. Company Philosophy:

We continue to believe that good corporate Governance is essential to achieve long-term corporate goals and to enhance stockholders value. Company is a listed company on the Bombay Stock Exchange Ltd and the National Stock Exchange of India Ltd. The Company has complied with in all material respect with the features of corporate governance as specified in the Listing Agreement. The securities are being regularly traded at both the Stock Exchanges as mentioned above.

2. Board of Directors:

The Board comprises such number of Executive Directors and Independent Directors as required under stapplicable legislations as on 31 March, 2015

st The Composition of Board of Directors as on 31 March, 2015 was as follows:

Other Relevant details of Directors:

50



Category No. of directors

Non-Executive & Independent Directors 04

Other Non-Executive Director 01

Executive Director including (CEO & Managing Director) 03

Total 08

Name of Director

Date of Appointment

Category

Designation

No. of

Directorship(s) held in Indian

public & private Limited

Companies (Including

Rasoya Proteins Ltd)

Committee(s) position (including Rasoya Proteins

Ltd)

Member

Chairman

Mr . Anil N. Lonkar

08.09.2003 Executive Director & Promoter

CEO & Managing Director

4 1 NIL

Mrs . Manik A. Lonkar

07.01.2015 Non-Executive Director & Promoter

Director 3 NIL NIL

Mr . Prashant G. Duchakke

08.07.2006 Executive Director

Director 2 1 NIL

M.r Sameer Damle*

30.06.2010

Executive Director

Director

1

1

NIL

Mr .Vishnu Bhagade

08.09.2003

Independent Director

Director

1

6

1

Mr . Sudhakar Ramchandra

08.09.2003


Director

1

4

NIL

Khankhoje

51



Mr. Ashok N. Deshpande

28.01.2000 Independent Director

Director 1 5 NIL

Mr. Prakash D. Mujumdar **

30.06.2010


Director

2

2

NIL

Mr. Sameer Damle, Executive Director of the Company has been appointed as Chief Financial Officer and thdesignated as Key Managerial Personnel with effect from 14 August, 2014.

** Mr. Prakash Dattatraya Mujumdar, Non-Executive and Independent Director of the Company has resigned thfrom the directorship of the Company with effect from 17 June, 2015.

As required under Section 149 (3) of the Companies Act, 2013, & Clause 49 (II) (A) (1) of Listing Agreement, thMrs. Manik Anil Lonkar , a Woman Director, has been appointed on the Board with effect from 7 January, 2015.

Board Meetings held during the year

3. COMMITTEES OF THE BOARD

(a)Audit CommitteeThe Audit Committee continued working under Chairmanship of Mr. Vishnu Bhagade with Mr. S. R. Khankhoje, Mr. A. N. Deshpande and Mr. P. D. Mujumdar as co-members. During the year, the sub-committee met on four occasions with full attendance of all the members.

The composition of the Audit Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

Dates on which the Board Meetings were held Total Strength of the Board No. of Directors Present

30th May, 2014 7 6 14th August, 2014

7

5

11th September, 2014

7

6

14th November, 2014

7

7 10th February, 2015

8

7

Name of Director

Attendance at the Board Meetings held on

Attendance at the AGM held on 30th July’14

30/05/2014

14/08/2014

11/09/2014

14/11/2014

10/02/2015

Mr. Anil N Lonkar

Yes

Yes

Yes

Yes

No

Yes

Mrs. Manik Anil Lonkar

No

No

No

No

Yes

No

Mr. Sameer Y Damle

No

No

Yes

Yes

Yes

No

Mr. Prashant G Duchakke

Yes

No

Yes

Yes

Yes

Yes

Mr. Vishnu Bhagade

Yes

Yes

Yes

Yes

Yes

No

Mr. S. R. Khankhoje

Yes

Yes

Yes

Yes

Yes

No

Mr. A. N. Deshpande

Yes

Yes

Yes

Yes

Yes

No

Mr. P.D. Mujumdar Yes Yes No Yes Yes No

52



Name of Director

Category

Attendance at the Audit Committee Meetings held on

30/05/2014

14/08/2014

14/11/2014

10/02/2015

Mr. Vishnu Bhagade

Non-Executive & Independent Director

Yes Yes Yes Yes

Mr. S. R. Khankhoje Non-Executive & Independent Director

Yes Yes Yes Yes

Mr. A.N.Deshpande Non-Executive & Independent Director

Yes Yes Yes Yes

Mr. P.D. Mujumdar


Yes

Yes

Yes

Yes

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes

Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

Review the Management Discussion & Analysis of financial and operational performance.

Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP).

Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

(b) Remuneration Committee

In compliance with Section 178 of the Companies Act, 2013, the Board has renamed the existing “Remuneration and Compensation Committee” as the “Nomination and Remuneration Committee”.

53



Name of Director

Category

Attendance at the Nomination &

Remuneration Committee Meetings held on 25 th March, 2015

Mr. A.N. Deshpande Non-executive & Independent Director Yes

Mr. S.R. Khankhoje Non-executive & Independent Director No

Mr. Vishnu Bhagade Non-executive & Independent Director Yes

Name of Director Category

Attendance at the Corporate Social Responsibility Committee Meetings

held on 25 th March, 2015

Mr. Anil Lonkar Executive Director & Managing Director Yes Mr. Vishnu Bhagade Non-Executive & Independent Director Yes Mr. Prashant Duchakke Executive Director Yes Mr. Sameer Damle Executive Director Yes

The terms of reference of the Committee inter alia, include the following: Succession planning of the Board of Directors and Senior Management Employees;

Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

The composition of the Nomination and Remuneration Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

(c) Corporate Social Responsibility (CSR) Committee:

The terms of reference of the Corporate Social Responsibility Committee (CSR) broadly comprises:

To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

To provide guidance on various CSR activities to be undertaken by the Company and to monitor its progress.

The composition of the Corporate Social Responsibility (CSR) Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

54



(d) Risk Management Committee:

Business Risk Evaluation and Management is an on-going process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

Oversight of risk management performed by the executive management;

Reviewing the BRM policy and framework in line with local legal requirements and SEBI guidelines;

Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;

Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

The composition of the Risk Management Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

(e) Stakeholders' Relationship Committee:

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing “Shareholders'/Investors' Grievance Committee” as the “Stakeholders' Relationship Committee”.

The terms of reference of the Committee are:

transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

Name of Director

Category

Attendance at the Risk

Management Committee Meetings held on 25th March,

2015

Mr. A.N. Deshpande Non-executive & Independent Director Yes

Mr. Vishnu Bhagade Non-executive & Independent Director Yes

Mr. P.D Mujumdar

Non-executive & Independent Director

Yes

55



issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

to approve and monitor dematerialization of shares / debentures / other securities and all matters incidentalor related thereto;

to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

monitoring expeditious redressal of investors / stakeholders grievances;

all other matters incidental or related to shares, debenture The composition of the Stakeholders Relationships Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

During the year under review no complaints were received from shareholders for the Financial Year 2014-15.

(f) Independent Directors' Committee Meeting

During the year under review, the Independent Directors met on March 25, 2015, inter alia, to discuss:

To consider and review performance of Non-Independent Directors and the Board as a whole.

To consider and review performance of Chairman of the Company.

Name of Director

Category

Attendance at the Stakeholder’s Relationship Meetings held on

30.05.2014 14.08.2014 14.11.2014 10.02.2015

Mr. S.R. Khankhoje Non-Executive & Independent Director

Yes Yes Yes Yes

Mr. A.N. Deshpande Non-Executive & Independent Director

Yes Yes Yes Yes

Mr. Vishnu Bhagade Non-Executive & Independent Director

Yes Yes Yes Yes

Mr. P. D. Mujumdar


Yes

Yes

Yes

Yes



To assess the quality, quantity and timeliness of flow of information between the company management and the Board.

To consider about sitting fees for the members of this meeting.

Mr. Vishnu Bhagade, Mr. A. N. Deshpande and Mr. P. D. Mujumdar, Independent Directors were present at the Meeting.

Leave of Absence was granted to Mr. S. R. Khankhoje, Independent Director as he expressed his inability to attend the meeting.

4. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

5. Disclosures:

(a) Materially Significant related party transactions

There was no transaction of material nature with any of the related party, which is in conflict with the interest of the company.

(b) Details of non compliance by the company, penalties, strictures imposed on the company by the Stock Exchange or SEBI or any authority on any matter related to capital markets during last 3 years.

During the year under review, Securities and Exchange Board of India (SEBI) has issued an Ad-Interim Ex-Parte order to the company dated September 24, 2014 with respect to the GDRs issued by the company in the financial year 2010-11. Subsequently, SEBI has confirmed the said order on March 23, 2015. The Company has preferred appeal against the said order with Securities Appellate Tribunal, Mumbai.

57



6. Compliance With Accounting Standards

In the preparation of the financial statements, the Company has followed the Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act') read with Rule 7 of the Companies (Accounts) Rules, 2014 and guidelines issued by the Securities and Exchange Board of India (SEBI). The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

7. Code Of Conduct

The Board of Directors has adopted the Code of Conduct for the Board of Directors and Senior Management to align with the provisions of the Companies Act, 2013. The confirmation from the Executive Director regarding compliance with the code by all the Directors and Senior Management Personnel is annexed as “ANNEXURE-VIII” to this Report. The Code of Conduct is displayed on the website of the Company at (www.rasoyaproteins.in).

8. CEO & MD / CFO Certification

The CEO & MD and the CFO have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed as “ANNEXURE-IX” to this Report.

9. Familiarisation Programme For Independent Directors

The Company has put in place system to familiarize the Independent Directors about the Company, its product, business and the on-going events relating to the Company and their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, their fiduciary duties and the accompanying liabilities that come with the appointment as an Independent director of the Company. The Independent directors are also explained in detail the Compliance required from them under the Companies Act, 2013, Clause 49 of the Listing Agreement and other relevant rules and affirmation taken with respect to the same.

10. Vigil Mechanism / Whistle Blower Policy

As per the provisions of section 177 of Companies Act, 2013 and as per amendment in the Clause 49 of Listing Agreement, your Company has established Vigil Mechanism/Whistle Blower Policy to provide appropriate avenues to the employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

11. Prevention Of Insider Trading

The Company has adopted a Comprehensive Code of Conduct for Prevention of Insider Trading in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company

58



and during the period when the Trading Window is closed and this is made available on the Company's website at www.rasoyaproteins.in

12. Means of Communication

The Company's website www.rasoyaproteins.in contains a separate dedicated section “Investors” and “SEBI” wherein shareholders information is available. Full Annual Report is also available on the Company's website in user friendly and downloadable form. Annual Report contains inter-alia Audited Annual Accounts, Directors' Report, Auditors' Report and other important information is circulated to Members and other entitled thereto.

In accordance with the Listing Agreement the results are also submitted to the Bombay Stock Exchange Ltd and the National Stock Exchange of India Ltd where the Company's shares are listed and also available on the websites of Bombay Stock Exchange Ltd. (www.bseindia.com) and National Stock Exchange of IndiaLtd. (www.nse.com). In accordance with the Listing Agreement the results are also being published regularly in Loksatta (Marathi Edition) and Indian Express (English Edition).

13. Market Information

Listing on Stock Exchanges

The Company's shares are listed on the following Stock Exchanges and the Listing Fees have been paid to the Exchanges:

Name & Address of the Stock Exchanges

Stock Code/Scrip Code

ISIN Number for NSDL/CDSL

(Dematerialised share) BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001 Phone Nos.: (022) 22721233/4, (022) 66545695 Fax No.: (022) 22721919

531522 INE904G01038

The National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400051 Tel No.: (022) 26598100 - 8114 Fax No.: (022) 26598120

RASOYPR INE904G01038

59



Month BSE NSE High Low Volume

(Nos.) High Low Volume

(Nos.) Apr-14 18.65 15.2 20432897 18.85 15.45 31995623

May-14 20.4 16.05 20279027 19.75 15.00 33474317

Jun-14 19.7 16.1 15818401 18.45 16.05 29733708 Jul-14 19.9 16.45 31411977 18.40 16.55 46070661 Aug-14 17.9 17 49249122 17.90 16.80 64327994

Sep-14 20.8 9.75 89432908 21.00 9.75 127972532

Oct-14 8.78 5.87 48462280 8.80 6.00 77673880 Nov-14 7.87 2.48 78720674 7.85 2.65 118191745

Dec-14 2.88 1.29 138775120 2.85 1.55 105230419 Jan-15 1.23 0.63 112781282 1.50 0.50 63927914

Feb-15 0.72 0.43 95988647 0.75 0.35 269614444

Mar-15 0.79 0.41 59824938 1.00 0.35 455200234

0.00

5000.00

10000.00

15000.00

20000.00

25000.00

30000.00

35000.00

0.00

5.00

10.00

15.00

20.00

25.00

Month

Share Price Data: High, Low During Each Month In Last Financial Year

Chart Depicting The Share Price Movement Of Rpl With Comparing To Bse Index During The Financial Year 2014-15

14. Share Transfer System / Dividend And Other Related Matters

A. Share transfersPresently, the Share transfer and related operations for the Company, are processed and conducted by our Share

60



Transfer Agent Share transfer is normally affected within maximum period of 30

days from the date of receipt,

M/s System Support Services, Shivai Industrial Estate, Near Park Devis, 89 Andheri Kurla Road, Saki Naka, Mumbai-400 072. The

subject to the documents being valid and complete in all respects.

b. Nomination facility for shareholdingIndividual Shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in case of death of the registered shareholder(s). Nomination facility in respect of shares held in electronic form is also available with the Depository Participants as per the bye-laws and business rules applicable to NSDL and CDSL. Nomination forms can be from the Company's Registrar and Share Transfer Agent M/s System Support Services, Shivai Industrial Estate, Near Park Devis, 89 Andheri Kurla Road, Saki Naka, Mumbai-400 072. c. Permanent Account Number (PAN) Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.

15. Dividend

a. Payment of dividend through National Electronic Clearing Service (NECS)The Securities and Exchange Board of India (SEBI) has made it mandatory for all companies to use the bank account details furnished by the Depositories for depositing dividend.Dividend will be credited to the Member's Bank Account through NECS wherever the core banking details are available with the Company. In case where the core banking details are not available, dividend warrants will be issued to the members with bank details printed thereon as available in the Company's records. This ensures that the dividend warrants, even if lost or stolen, cannot be used for any purpose other than depositing the money in the account specified on the dividend warrants and ensures safety for the investors. Whenever the Company shall declare the divided (Interim/Final) shall be in compliance with the SEBI requirements as mentioned above. In view of the expansion program being currently undertaken by the company, your directors do not recommend any dividend for the current year under review.

b. Unclaimed DividendsThe Company is required to transfer dividends which have remained unpaid / unclaimed for a period of (7) seven years to the Investor Education & Protection Fund (IEPF) established by the Government. The Company has transferred the amount of dividends to IEPF for the year ended March 31, 2008 which have

thremained unclaimed / unpaid on 11 August, 2015.

The date on which the dividend amount has been transferred to IEPF are as under: Financial Year Date of Declaration Rate of Dividend per share Date of Payment to IEPF

31st March, 2008 28th July, 2008 @12.5% i.e. Rs. 1.25 Per Share 11th August, 2015

61



No. of shares slab No. of shareholders % of shareholders No. of shares held % of shareholding

1-500 5431 22.813 1279128 0.075

501-1000 3386 14.223 3133071 0.183 1001-2500 3599 15.117 6581982 0.385 2501-5000 3439 14.445 13938696 0.816

5001-10000 3002 12.610 25293566 1.480 10001-50000 3480 14.618 83084317 4.862

50001-100000

702

2.949

54530438

3.191

100001 & above 768 3.226 1521090502 89.008 Total 23807 100.000 1708931700 100.000

Individual reminders are sent each year to those Members whose dividends have remained unclaimed for a period of seven years from the date they became due for payment, before transferring the monies to the Investor Education & Protection Fund (IEPF).

16. Pending Investors' Grievances

17. Reconciliation of Share Capital Audit

As required by the Securities & Exchange Board of India (SEBI) quarterly audit of the Company's share capital is being carried out by a qualified Practising Company Secretary with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form, with the issued and listed capital. The report thereon in regard to the same is submitted to BSE Limited and the National Stock Exchange of India Limited. 18. Dematerialisation of Shares and Liquidity

The break-up of equity shares held in Physical and Dematerialised form as on March 31, 2015, is given below:

Particulars No. of Complaints

Investor complaints pending as at April 1, 2014 NIL Investor complaints received during the year ended on March 31, 2015 NIL Investor complaints resolved during the year ended March 31, 2015 NIL Investor complaints pending as on March 31, 2015 NIL

Particulars No. of Shares Percentage

Physical Segment 159573890 9.34% De-mat Segment NSDL 1331681622 77.92 CDSL 159573890 12.74% Total 1708931700 100.00%

62



Category of Shareholders as on March 31, 2015

Sr. No.

Particulars

No. of shares held

%

I

Promoters & Promoters Group

1. Mr. Anil Narayan Lonkar

154834770

9.06

2. Mrs. Manik Anil Lonkar 46181100 2.70 3. Ms. Arpita Lonkar 52317000 3.06 4. Ms. Akshaya Lonkar 55218000 3.23 5. Ivory Exports Private Limited 60000780 3.51 6. Rasoya Foods & Drinks Private Ltd 18712320 1.09

II Other Institutions Mutual Funds/UTI 17392 0.00 Financial Institutions/Banks 116381286 6.81

Foreign Institution Investors 254861450 14.91 III Other Non-Institutions

Bodies Corporate 486673368 28.48 IV Individuals

Individuals holding nominal share capital upto ` 1 lakh 175571978 10.27 Individuals holding nominal share capital in excess of ` 1 lakh 261793981 15.32 NRI Individuals (Non-Repatriation) 4561509 0.27 NRI (Repatriation) 21806766 1.28

Total

1708931700

100.00

Statement showing Shareholding of more than 1% of the Capital as on March 31, 2015

19. General Body Meetings

Particulars of last three Annual general meetings (AGM)

Extraordinary General Meeting (EGM)

thThe Company held an Extraordinary General Meeting on January 7 , 2015 to transact the following business:

To appoint Mr. Vishnu D. Bhagade as an Independent Director of the Company.To appoint Mr. Ashok N. Deshpande as an Independent Director of the Company.To appoint Mr. S. R. Khankhoje as an Independent Director of the Company. To appoint Mr. P. D. Mujumdar as an Independent Director of the Company. To appoint Mrs. Manik Anil Lonkar as Non-Executive/ Non Independent Director of the Company.Approval of Shifting the place of Register of Members and Register of Deposits. Authorising the Board to enter into Related Party Transactions as mentioned in the Notice of the EOGM.Adoption of new set of Articles in conformity with the Companies Act, 2013.Alteration in the incidental object clause of the Memorandum of Association of the Company. Re-categorization of Other objects clause of the Memorandum of Association of the Company.

As required, a poll (electronically and by physical ballot) was conducted for the above said matters and all the resolutions were passed with requisite majority.

Sr. No.

Name of the shareholders

No. of Shares

Percentage of Capital

1

SBM Trading Company Private Ltd

77000286

4.51

2

PVK Trading Company Private Ltd

95325000

5.58

3

Religare Finvest Ltd

21131748

1.24

4

Raca Trading Company Private Ltd

60524418

3.54

5 PVK Trading Company PVt Ltd 36000000 2.11

6 Raca Trading Company Pvt Ltd 42000000 2.46

7 SBM Trading Company Pvt Ltd 36000000 2.11

8 IDBI Bank Ltd 110257586 6.45

9 Highblusky Emerging Market Fund 102193173 5.98

10 Aspire Emerging Fund 136028273 7.96

11 Pooja Damle 24600000 1.44 12 Supriya Duchakke 17700000 1.04

TOTAL 758760484 44.40

AGM Year ended 31st March, Venue Date Time Special Resolutions

Passed 20th

2012

At the Registered 30.07.2012

03.00 p.m.

YES

21st

2013

12.07.2013

03.00 p.m.

YES

22nd

2014

30.07.2014

03.00 p.m.

YES

63



64



AGM –

Date, time and venue

Company at Village Wanjari, Taluka Wani, Yavatmal,4 45 004, Maharashtra, India

Financial Year 1st April, 2014 to 31st March, 2015

Book Closure Date September 19, 2015 to September 25, 2015 (both days inclusive)

Listing of Eq. shares on stock exchanges BSE & NSE Stock Code BSE Scrip Code: 531522, NSE Symbol: RASOYPR Last date of receipt of Proxy Forms 23 rd

September, 2015 INE904G01038

Market Price Data and other related information

Forms part of the Report

Registrar & Transfer Agents

M/s. System Support Services, Mumbai

For and on behalf of the Board

Sd/- Anil Narayan Lonkar

CEO & Managing Director DIN: 00282816

Place: Nagpur thDate: 12 August, 2015

Meetings for approval of quarterly and annual financial results were held on the following dates

E-Voting Facility to members

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to

rdexercise their right to vote at the 23 Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depositories Services Limited (CDSL). Pursuant to the amendments made in Clause 35B of the Listing Agreement by SEBI, the Company has sent assent/dissent forms to the members to enable those who do not have access to e-Voting facility to cast their vote on the shareholders resolution to be passed at the ensuing Annual General Meeting, by sending their assent or dissent in writing.

20. GENERAL INFORMATION FOR SHAREHOLDERS’

Quarter Date of Board Meeting 1st Quarter 14 th August, 2014 2nd Quarter 14 th November, 2014 3rd Quarter 10 th February, 2015 4th Quarter 30 th May, 2015

65



Sales for the year 2014-2015 465.11

Provision for taxation -

(58.93)

Paid up equity share capital as on 31st Mar'2015 1708931700

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

FORWARD-LOOKING STATEMENTSThis report contains forward-looking statements based on certain assumptions and expectations of future events. The Company, therefore, cannot guarantee that these assumptions and expectations are accurate or will be realised. The Company's actual results, performance or achievements can thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

INDUSTRY STRUCTURE AND DEVELOPMENTS The Company is engaged in an industry whose basic structure is Agro-based and localized in nature. In view of the fact that the industry does not employ any highly technological methods of production there is no significant development in that area. However there is marginal development in improving quality of seeds and price awareness of suppliers. The Company is building up its network to play a significant role from time to time.

BUSINESS OVERVIEW This aspect is dealt with in the beginning of this report.

MARKETING The Company is setting up a good marketing team to enter to increased turnover.

SWOT Our strength is our determination and team work, weakness is the low equity base, opportunities are multiples and threats are the vibrations in the economy and government policies and In view of localized operations of the Company and limited alternatives to which the Company's resources can be put to use, opportunities and threats cannot be quantified and enlisted in detail. The financial highlights are as under: -

INTERNAL CONTROL The Company has adequate internal control system, commensurate with the size of its operations. Adequate records and documents are maintained as required by laws. The Company's audit Committee reviewed the internal control system. All efforts are being made to make the internal control systems more effective.

66



SEGMENT WISE REPORTING

OUTLOOK

In light of India's large population, rising income levels and eating habits, increasing per capita consumption,

leading to higher spending and resulting in rising consumption of food products, including Oil. The Company is

optimistic about increase in demand for Soya Refined Oil and expects to improve its performance.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT,

INCLUDING NUMBER OF PEOPLE EMPLOYED

There have not been any material/major developments in Human resources front and Industrial relations have

been cordial.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

This aspect is dealt with in the beginning of this report.

RISKS AND CONCERNS

In any business, risks and prospects are inseparable. As a responsible management, the Company's principal

endeavour is to maximize returns. The Company continues to take all steps necessary to minimize its

expenses through detailed studies and interaction with experts.

CERTIFICATION BY AUDITORS

As required by Clause 49 of the Listing Agreement, the Statutory Auditors of the company have verified the

compliance of the Corporate Governance by the Company. Their certificate is annexed as “ANNEXURE X”

CAUTIONARY STATEMENT

Statement in this Management's Discussion and Analysis detailing the Company's objectives, projections,

estimates, estimates, expectations or predictions are “forward-looking statements” within the meaning of

applicable securities laws and regulations. Actual results could differ materially from those expressed or

implied. Important factors that could make a difference to the Company's operations include global and Indian

demand-supply conditions, finished goods prices, cyclical demand and pricing in the Company's principal

markets, changes in Government regulations, tax regimes, economic developments within India and the

countries within which the Company conducts business and other factors such as litigation and labour

negotiations.

Industry Segments Domestic Revenue (Rs in Crores)

Export Revenue (Rs in Crores)

Total Revenue (Rs in Crores)

Solvent - (2014-15) 439.46 27.06 466.52 Solvent - (2013-14) 1079.56 112.43 1191.99 Power - (2014-15) 5.25 0.00 5.25

Power - (2013-14) 23.61 0.00 23.61 Total - (2014-15) 444.71 27.06 471.77 Total - ( 2013-14) 1103.17 112.43 1215.60

67



FOR RASOYA PROTEINS LIMITED

Sd/-Sameer Y. Damle

(Executive Director)DIN: 03133940thDate: 5 August, 2015

Place: Nagpur

“ANNEXURE- VIII” TO THE CORPORATE GOVERNANCE REPORT

DECLARATION UNDER CLAUSE 49 (II) (E) (2) BY THE EXECUTIVE DIRECTOR OF AFFIRMATION BY THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT OF COMPLIANCE WITH THE CODE OF CONDUCT

To,The Members,Rasoya Proteins LtdVillage Wanjari, Taluka Wani, Yavatmal- 445 004, Maharashtra, India

I, Sameer Y. Damle, Executive Director of the Company hereby declare that all the Board Members and the Senior Management Personnel of the Company have affirmed compliance with their respective code of conduct laid down by the Board, for the Financial Year ended March 31, 2015.

68



Sd/-Anil Narayan Lonkar

(CEO/Managing Director)DIN: 00282816

Sd/-Sameer Y Damle

(ED & Chief Financial Officer)DIN: 03133940


“ANNEXURE- IX” TO THE CORPORATE GOVERNANCE REPORT

CERTIFICATION BY CEO/CFO UNDER CLAUSE 49 (V) OF THE LISTING AGREEMENT

To,The Members,Rasoya Proteins LtdVillage Wanjari, Taluka Wani, Yavatmal- 445 004, Maharashtra, India

We have reviewed the financial statements and the cash flow statement of Rasoya Proteins Ltd for the year ended March 31, 2015 and to the best of our knowledge and belief:

(a) (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Company's affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take for rectifying these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee:

(i) significant changes in internal control over financial reporting during the year; (ii) significant changes in accounting policies made during the year and the same have been disclosed in the notes to the financial statements; and (iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system over financial reporting.

69



“ANNEXURE- X” TO THE MANAGEMENT DISUSSION & ANALYSIS REPORT

CERTIFICATE BY THE AUDITORS ON CORPORATE GOVERNANCE

FOR V.N. BHUWANIA & CO.Chartered Accountants

Firm Reg. No.: 101482W

Sd/- V.N. BHUWANIA


To,The Members,RASOYA PROTEINS LTDVillage Wanjari, Taluka Wani, Yavatmal- 445 004, Maharashtra, India

We have examined the compliance of conditions of Corporate Governance by Rasoya Proteins Ltd for the financial years ended March 31, 2015 as stipulated in Clause 49 of the Listing Agreement of the said Company with the Bombay Stock Exchange Ltd and the National Stock Exchange India Ltd.

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

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

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

thDate: 30 May, 2015Place: Mumbai

FORM A(Pursuant to Clause 31 of the Listing Agreement)

thSEBI Circular No. CIR/CFD/DIL/7/2012, dated 13 August, 2012)Covering letter of annual audit report to be filed with the stock exchanges

70



S. No Particulars Details 1. Name of Company Rasoya Proteins Ltd

2. Annual Financial Statements for the year ended 31st March, 2015 3. Type of audit observation 4. Frequency of observation N.A. 5. To be signed by

CEO/Managing Director

Sd/- ANIL N LONKAR CEO/Managing Director DIN: 00282816

Sd/- SAMEER Y DAMLE

DIN: 03133940 Auditors of the Company

Sd/- V.N. BHUWANIA & CO. Chartered Accountants Firm Reg. No.: 101482W V.N. BHUWANIA Proprietor M. No. 7068

Audit Committee Chairman

Sd/- VISHNU D. BHAGADE Chairman of Audit Committee DIN: 00674039

ED & Chief Financial Officer

71



INDEPENDENT AUDITOR’S REPORT

REPORT ON FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of Rasoya Proteins

Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Profit

and Loss Statement, the Cash Flow Statement for the year then ended and a summary of

significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of

the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone

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

performance and cash flows of the Company in accordance with the accounting principles

generally accepted in India including the Accounting Standards specified under Section 133

of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility

also includes maintenance of adequate accounting records in accordance with the

provisions of the Act for safeguarding the assets of the Company and for preventing and

detecting frauds and other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; and

design, implementation and maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting

records, relevant to the preparation and presentation of the financial statements that give a

true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based

on our audit.

We have taken into account the provisions of the Act, the accounting and auditing

standards and matters which are required to be included in the audit report under the

provisions of the Act and the Rules made there under.

To,

The Members of


We conducted our audit in accordance with the Standards on Auditing specified under

Section 143(10) of the Act. Those Standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on the auditor’s

judgment, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk assessments, the auditor

considers internal financial control relevant to the Company’s preparation of the financial

statements that give a true and fair view in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on

whether the Company has in place an adequate internal financial controls system over

financial reporting and the operating effectiveness of such controls. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of the

accounting estimates made by the Company’s directors, as well as evaluating the overall

presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion on the standalone financial statements.

72



BASIS FOR QUALIFIED OPINION

a) We have come across transactions of sale to the extent of Rs. 69.83 crores and purchase to the extent of Rs. 24 crores where there are no adequate supporting documents trail which would provethe proper transfer of goods and completeness of these transactions.

b) Attention is drawn to Paragraphs (ii) (c) and (iv) of the annexure to this report as regards to maintenance of inventory records and internal control system respectively.

c) Bank statement for the bill discounting facility taken by the company for Rs. 19.99 crores from Bank of Baroda was not made available for verification and the same is subject to confirmation from the bank.

d) As per the accounting policy of the company and as per the Accounting Standard -11 The Effects of Changes in Foreign Exchange rates; the exchange differences that arise on settlementof monetary items or on reporting at each balance sheet date of the Company's monetary items at the closing rate are recognised as income or expense in the period in which they arise. However, the company has not recognised exchange gain of Rs. 29 crores on account of advance given to a subsidiary company.

73



1. As required by the Companies (Auditor’s Report) Order, 2015 (‘the Order’), issued by

the Central Government in terms of section 143(11) of the Act, we give in the Annexure

a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and except for the possible effect of the matters described in

paragraph of Basis for Qualified Opinion above, obtained all the information and

explanations which to the best of our knowledge and belief were necessary for the

purpose of our audit;

b) In our opinion, except for the effect of the matters described in paragraph of Basis

for Qualified Opinion above, proper books of account as required by law have been

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

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with

by this Report are in agreement with the books of account.

d) In our opinion, except for the effect of the matters described in paragraph of Basis

for Qualified Opinion above the aforesaid financial statements comply with

Accounting Standards specified under section 133 of the Act, read with Rule 7 of the

Companies (Accounts) Rules, 2014;

e) On the basis of written representations received from the directors as on March 31,

2015, taken on record by the Board of Directors, none of the directors is disqualified

as on March 31, 2015, from being appointed as a Director in terms of section 164(2)

of the Act.

f) With respect to the other matters to be included in the Auditor’s Report in

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our

opinion and to the best of our information and according to the explanations given

to us:

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

QUALIFIED OPINIONIn our opinion and to the best of our information and according to the explanations given to us,

except for the effects of the matters described in the Basis for Qualified opinion paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its loss and its cash flows for the year ended on that date.

74



(i) The Company has disclosed the impact of pending litigations on its financial

position in its financial statements as referred to in Note No. 42 to the

financial statements.

(ii) The Company has made provision, as required under the applicable law or

accounting standards, for material foreseeable losses, if any, and as required

on long-term contracts including derivative contracts.

(iii) There has been no delay in transferring amounts, required to be transferred,

to the Investor Education and Protection Fund by the Company.

For V.N.BHUWANIA & CO.

Chartered Accountants

(Registration No. 101482W)

V.N.BHUWANIA

Proprietor

Membership No.: 7068 Nagpur

May 30, 2015

Sd/-

Place :

Date :

Annexure to the Independent Auditor’s Report

(Referred to in Paragraph Of the Independent Auditors’ report of the even date :

(i) In respect of the fixed assets of the company:

(a) As per the information and explanations given by the management, the company

has maintained proper records showing full particulars, including quantitative

details and situation of fixed assets.

(b) As per the information and explanations given by the management, the fixed assets

are periodically verified by the management, which in our opinion is reasonable,

having regard to the size of the Company and the nature of its assets. Fixed assets

have been verified by the management and no material discrepancies have been

noticed on such physical verification.

(c) In our opinion, the Company has not disposed off a substantial part of its fixed

assets during the year, and therefore, do not affect the going concern status of the

company.

(ii) In respect of the inventories of the company

(a) As explained, the inventories have been physically verified by the management

during the year at reasonable intervals. We have not physically verified the stock and

verification report have not been made available for our verification.

(b) In our opinion and according to the information and explanations given to us, the -

procedures of physical verification of inventories followed by the management are

reasonable and adequate in relation to the size of the company and nature of its

business.

(c) In view of the fact that we have come across inadequate stock records, inadequate

supporting documentary trail in respect of the some of the sale and purchase

transactions, we are not in a position to comment upon proper transfer of goods

and completeness of those transactions, adequacy of stock records as well as

determination and correctness of material discrepancies on physical verification and

treatment thereof in the books of accounts. We have therefore, accepted the

inventories as taken, valued and certified by the management.

75



(iii) The Company has not granted any loans, secured or unsecured, to companies, firms

or other parties covered in the register maintained under section 189 of the Act.

Therefore, the provisions of Clause 3(iii), (iii) (a), and (iii) (b) of the said Order are

not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the

internal control system is inadequate commensurate with the size of the Company

and the nature of its business with regards to purchase of inventories, for the sale

of goods and services, inventory management and debtors and creditors

management where there are weaknesses and needs to be corrected and the

internal control system needs to be strengthened.

(v) The Company has accepted deposits from public during the financial year 2013-14

within the meaning of the provisions of Sections 58A, 58AAof the Companies Act,

1956 and the rules framed there under to the tune of Rs. 3,30,35,000/-. The total

outstanding of such Public deposits, including interest as on the Balance Sheet Date

stands at Rs. 2,54,82,884/-. There were no such deposits which have matured and

have not been claimed by Depositor or have not been paid by the Company after the

due date. As per the Companies Act, 2013 all the outstanding deposits had to be

repaid as on March 31, 2015. However, the Company Law Board has approved the

repayment of the outstanding deposits as per the original tenure.

(vi) The Central Government has prescribed maintenance of Cost records under sub-

section (1) of section 148 of the Act. We are informed that such accounts and

records have been prima facie maintained. We have not however, made a detailed

examination of the same with a view to determine whether they are accurate or

complete.

(vii) (a) According to the records of the Company, 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,

Wealth-tax, Service Tax, Customs Duty, Excise Duty, cess and other statutory dues

with appropriate authorities; except for the following undisputed amounts payable

in respect of such statutory dues which have remained outstanding as at 31- March,

2015 for a period more than six months from the date they became payable.

Name of the Statute Amount (in Rs.)

Cess on Soya Seed 1,10,017/-

76



(b) According to the records of the company, the dues of sales tax, service tax, income

tax, Customs Duty, Excise Duty, cess which have not been deposited on account of

disputes and the forum where the dispute is pending are as under:

Name of the

statute

Nature of

the Dues

Amount

(inRs.)

Period to

which amount

relates

Forum where dispute

is pending

Maharashtra

Sales Tax

Sales Tax

2,169,293

F.Y. 2000-01 Sales Tax Tribunal,

Mumbai

Maharashtra

Sales Tax

Sales Tax

9,747,165

F.Y. 2002-03 Jt. Commissioner of

Sales Tax (Appeals)

Maharashtra

Sales Tax

Sales Tax

3,385,167


Sales Tax (Appeals)

Maharashtra

Sales Tax

Sales Tax

16,473,454

F.Y. 2004-05 Sales Tax Tribunal,

Mumbai

Maharashtra

Sales Tax

Sales Tax

33,427,155


Sales Tax (Appeals)

Income Tax Penalty U/s.

271 (1) (c)

1,382,073

A.Y. 2004-05 Hon'ble Mumbai High

Court, Nagpur Bench


271 (1) (c)

841,745

AY 2005-06 Hon'ble Mumbai High

Court, Nagpur Bench


271 (1) (c)

4,560,447

AY 2006-07 Hon'ble Mumbai High

Court, Nagpur Bench

TOTAL

71,986,499

(c) The company has been regular in transferring amounts to the Investor Education

and Protection Fund in accordance with the relevant provisions of the Act ad rules

made there under within time.

(viii) The company does not have accumulated losses at the end of the financial year. The

Company has incurred cash losses to the tune of Rs. 47.45 crores during the

current financial year, but it has not incurred cash loss during the immediately

preceding financial year.

(ix) As per the books of accounts, we are of the opinion that the company has defaulted

in servicing of its dues to banks since last five months amounting to Rs.

17,40,98,005/.

77



Nagpur

May 30, 2015

Place :

Date :

78



Sd/-

(x) According to the information and explanations given to us, the terms and

conditions of the guarantee given by the company for bill discounting facility for

loans taken by sister concern is not prima facie prejudicial to the interest of the

company.

(xi) According to the information & explanations given to us by the management, term

loans were applied for the purpose for which they were obtained.

(xii) On the basis of our examination and according to the information and explanations

given to us, no material fraud, on or by the Company, has been noticed or reported

during the year.

For V.N.BHUWANIA & CO.



V.N.BHUWANIA

Proprietor

Membership No.: 7068

79



CERTIFICATE BY THE AUDITORS ON CORPORATE GOVERNANCE

FOR V.N. BHUWANIA & CO.Chartered Accountants

Firm Reg. No.: 101482W

Sd/- V.N. BHUWANIA


To,The Members,RASOYA PROTEINS LTDVillage Wanjari, Taluka Wani, Yavatmal- 445 004, Maharashtra, India

We have examined the compliance of conditions of Corporate Governance by Rasoya Proteins Ltd for the financial years ended March 31, 2015 as stipulated in Clause 49 of the Listing Agreement of the said Company with the Bombay Stock Exchange Ltd and the National Stock Exchange India Ltd.

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

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

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

thDate: 30 May, 2015Place: Mumbai

80



Sd/- Sd/- Sd/-

(Amount in Rs)

Particulars Note NoAs at

31st March 2015

As at

31st March 2014

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2 1,708,931,700.00

1,708,931,700.00

(b) Reserves and Surplus 3 1,239,387,094.12

1,830,780,380.88

(c) Money received against share warrants -

-

(2) Share application money pending allotment -

-

(3) Non-Current Liabilities

(a) Long-term borrowings 4 891,124,884.30

770,766,176.25

(b) Deferred tax liabilities (Net) 5 52,673,479.88

68,343,321.88

(c) Other Long term liabilities 6 677,778,781.99

226,245,328.54

(d) Long term provisions 7 115,698,826.00

87,110,400.00

(4) Current Liabilities

(a) Short-term borrowings 8 2,750,158,550.37

2,224,820,084.07

(b) Trade payables 9 381,622,887.23

1,268,522,871.39

(c) Other current liabilities 10 108,951,436.03

38,031,486.86

(d) Short-term provisions 11 90,878,352.51

95,691,587.54

TOTAL 8,017,205,992.43

8,319,243,337.41

II. ASSETS

(1) Non-Current Assets

(a) Fixed assets 12

(i) Tangible assets 1,976,705,807.35 2,074,992,574.09 (ii) Intangible assets 1,967,281.54 2,237,933.93 (iii) Capital work-in-progress 4,761,743.34 18,441,519.34 (iv) Intangible assets under development - - (b) Non-current investments 13 2,057,968.00 1,962,500.00 (c) Deferred tax assets (net) -

-

(d) Long term loans and advances 14 1,806,963,716.67

1,636,522,568.88

(e) Other non-current assets 15 1,811,556,839.30

138,075,569.61

(2) Current Assets

(a) Current investments -

- (b) Inventories 16 1,509,996,975.51

3,035,762,586.56 (c) Trade receivables 17 682,746,424.34

829,228,161.70

(d) Cash and cash equivalents 18 8,698,592.99

197,443,865.35

(e) Short-term loans and advances 19 154,674,081.75

190,871,679.98

(f) Other current assets 20 57,076,561.64

193,704,377.97

TOTAL 8,017,205,992.43

8,319,243,337.41

Significant accounting policies and Notes to accounts -

-

0.00

As per our Report of even date

For V.N. Bhuwania & Co. For Rasoya Proteins Limited

Chartered Accountants(FRN. 101482W)

(CA V.N.Bhuwania)(A.N.Lonkar) (Vishnu Bhagade) (Sameer Damle)

ProprietorManaging Independent Executive

Membership No.: 7068Director Director Director

Place: Nagpur

Date : 30th May 2015

Sd/- (Vandana Sanghi)

Company Secretary

RASOYA PROTEINS LIMITEDStandalone Balance Sheet as at 31st March 2015

For and on behalf of the Board of Directors

Sd/-

81



(Amount in Rs)

I. Revenue from operations (gross) 21 4,653,783,245.27 11,971,783,168.16

Less: Excise duty 2,658,177.00 4,301,099.00

Revenue from operations (net) 4,651,125,068.27 11,967,482,069.16

II. Other income 22 55,589,768.11 73,961,260.22

III. Total revenue (I + II) 4,706,714,836.38 12,041,443,329.38


Standalone Profit and Loss statement for the year ended 31st March 2015

Particulars Note No. For the year ended

31 March 2015

For the year ended

31 March 2014

IV. Expenses

(a) Cost of materials consumed 23 3,617,243,835.85 10,393,339,911.22

(b) Purchases of stock-in-trade - -

(c) Changes in inventories of finished goods 24 489,653,178.61 (308,688,251.66)

work-in-progress and stock-in-trade

(d) Employee benefits expense 25 121,621,650.00 101,905,431.00

(e) Finance costs 26 494,024,337.17 376,567,768.28

(f) Depreciation and amortisation expense 12 124,717,261.68 109,025,232.59

(g) Other expenses 27 459,369,342.01 996,431,464.58

Total expenses 5,306,629,605.32 11,668,581,556.01

V. Profit / (Loss) before exceptional items and (599,914,768.94) 372,861,773.37

tax (III - IV)

VI. Exceptional items - -

VII. Profit / (Loss) before tax (V - VI) (599,914,768.94) 372,861,773.37 VII. Profit / (Loss) before tax (V - VI) (599,914,768.94) 372,861,773.37

VIII. Tax expense:

(a) Current tax expense - 52,720,000.00

(Less): MAT credit - -

(b) Tax in respect of earlier years (430,880.00) -

(b) Fixed Deposit Redumption Reserve - 1,313,665.00

(c) CSR Provision 5,506,664.00 -

(d) Deferred tax (15,669,842.00) (2,701,200.00)

IX. Profit / (Loss) for the period (589,320,710.94) 321,529,308.37

X. Earning per equity share

Face Value per equity share Rs 1 Rs 1

(a) Basic (0.34) 0.19

(b) Diluted (0.34) 0.19


For V.N. Bhuwania & Co. For and on behalf of the Board of DirectorsFor V.N. Bhuwania & Co. For and on behalf of the Board of Directors


(FRN. 101482W)

(CA. V.N.Bhuwania) (A.N.Lonkar) (Vishnu Bhagade) (Sameer Damle)

Proprietor Managing Executive

Membership No.: 7068 Director Director Director

Place: Nagpur

Date : 30th May, 2015 (Vandana Sanghi)

Company Secretary

Sd/- Sd/- Sd/-

Sd/-

Sd/-

82



PARTICULARS Amount Amount

31.03.2015 31.03.2014

(Rs.in lacs) (Rs.in lacs)

(A) CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax and Extra Ordinary/Exceptional Items (599,914,768.94) 372,861,773.37

Add: Depreciation 124,717,261.68 109,025,232.59

Interest Paid 494,024,337.17 376,567,768.28

Miscellaneous Expenses Written off 4,908,226.07 4,908,220.00

Profit on sale of land (580,372.00) -

Loss on sale of Vehicle 367,031.45 -

Sundry Balance Written off 756,807.98 (449,055.06)

Operating Profit before Working Capital Changes 24,278,523.41 862,913,939.18

ADJUSTMENT FOR:

(Increase)/Decrease in Sundry Debtors 146,481,737.36 388,573,346.15

(Increase)/Decrease in Inventories 1,525,765,611.05 (1,221,404,533.19)

(Increase)/Decrease in Loans and Advances and Other Current Assets (1,666,188,776.85) (193,756,841.72)

Increase/(Decrease) in Current Liabilities (349,698,810.54) 524,937,918.97

Miscellaneous Expenditure w/off (4,908,226.07) (4,908,220.00)

(348,548,465.05) (506,558,329.79)

Cash Generated from Operations (324,269,941.64) 356,355,609.39

Less: Income Tax - 52,720,000.00

Net Cash Inflow from Operating Activities (A) (324,269,941.64) 303,635,609.39

(B) CASH FLOW FROM INVESTING ACTIVITIES

Inflow

Sale of Fixed Assets 3,482,860.00 -

Outflow

Increase in Fixed Assets and Capital Work in Progress (19,535,559.90) (30,880,136.06)

Investments (95,468.00) -

Net Cash used in Investing Activities (B) (16,148,167.90) (30,880,136.06)

(C) CASH FLOW FROM FINANCING ACTIVITIES

Inflow

Term Loan from Banks 247,899,424.22 78,689,852.98

Cash Credit from Banks 635,422,439.47 354,897,011.30

Warehouse Finance (Decrease/Increase) 88,250,743.23 121,046,151.80 Public Deposits - 32,346,000.00

Outflow

Repayment of Long/Short Term Borrowing-Secured (316,881,432.57) (442,319,021.69) Repayment of Public Deposits (8,994,000.00) - Interest Paid (494,024,337.17) (376,567,768.28) Net Cash used on Financing Activities (C) 151,672,837.18 (231,907,773.89)

Net Change in Cash and Cash Equivalents (A+B+C) (188,745,272.36) 40,847,699.44 Cash and Cash Equivalents at the beginning of the year 197,443,865.35 156,596,165.91 Cash and Cash Equivalents at the end of the year 8,698,592.99 197,443,865.35

0.00 Notes:

Figures in brakets represent Cash Outflows.

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

FOR RASOYA PROTEINS LIMITED FOR V.N.BHUWANIA & CO.

CHARTERED ACCOUNTANTS

(A.N.LONKAR) (VISHNU BHAGADE) (S Y DAMLE) (VANDANA SANGHI) (V.N.BHUWANIA)

Managing Director Executive Company PROPRIETOR

Director Director Secretary

Place :Nagpur Place : Nagpur

Dated: 30/05/2015 Dated: 30/05/2015


STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015

Sd/- Sd/- Sd/- Sd/- Sd/-

SIGNIFICANT ACCOUNTING POLICIES & NOTES TO THE ACCOUNTS

Company Overview

Rasoya Proteins Limited (the Company) is mainly engaged in the business of soya seed

solvent extraction and has two oil refinery units. The company is also has a power

generation plant which provides captive power and electricity to the solvent unit of the

company. Over the years the company has become a leading processor of Soya seed in

Maharashtra. The main products of the company are De - Oiled cake (DOC), crude oil,

refined edib le soya oil and other various other consumer products.

The company is having following subsidiaries:

i) RPL International Trade - FZE situated in Sharjah, Dubai is fully owned subsidiary

company mainly engaged in trading of edibleoils

ii) RPL (HK) Foods & Feeds Corporation Ltd, situated in Hongkong is a fully owned

subsidiary company has not started its business operations.

1. SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis of preparation of financial statements

The financial statements of the Company have been pre pared in accordance with the

Generally Accepted Accounting Principles in India (Indian GAAP) including the

Accounting Standards notified under the relevant provisions of the Companies Act,

2013 .

The financial statements have been prepared on accrual bas is under the historical cost

convention.

1.2 Use of Estimates

The preparation of the financial statements in conformity with Indian GAAP requires

judgments, estimates and assumptions to be made that affect the reported amounts of

assets and liabilities (including contingent liabilities) and the reported income and

expenses during the year. The estimates used in preparation of the financial

statements are prudent and reasonable. The differences between the actual results

and the estimates are recognis ed in the periods in which the results are known /

materialised.

83



1.3 Fixed Assets

Fixed assets are stated at cost of acquisition or construction less accumulated

depreciation and impairment loss. All advances of capital nature have been directly

capitalized to respective heads. Fixed Assets are capitalized on the day the assets are

ready for their intended use.

Borrowing Cost directly attributable to acquisition / construction of fixed assets which

necessarily take a substantial time to get ready fo r the ir intended use are capitalized

along with the cost of the asset.

1.4 Intangible Assets

Intangible Assets are stated at cost of acquisition net of recoverable taxes less

accumulated amortisation. All costs directly attributable to acquisition to the int angible

assets are capitalized along with the cost of the asset.

1.5 DEpreciation and Amortisation

Depreciation has been provided on a straight - line method at the rates and in the

manner prescribed in Schedule XIV to the Companies Act, 1956.

i) Depreciation on machinery spares of the nature of capital / insurance spares and

having irregular use is provided prospectively over a period, not exceeding the

useful life of the fixed assets to which they relate.

ii) Depreciation on addition to the fixed assets or on sal e / discardment of assets, is

calculated on pro - rata basis.

iii) Cost of Software & ERP Package is amortized over a period of five years . Net block

of opening software taken as gross block for the year.

iv) Expenditure incurred on power plant , after the plant is ready for commercial

production up to 31 st March, 2010 are being carried forward as Deferred Revenue

Expenditure and will be written off in five years from the date of commercial

production.

v) The useful life of the fixed assets has to be determined in accordance with the

schedule II of the companies Act 2013 effective from April 1, 2014. the company

has provided the depreciation as per the schedule XIV of the companies Act 1956

for all the assets except Plant & Machinery. The depreciation on Plant & Ma chinery

has been considered on the basis of useful life estimated as per the report

obtained from chartered engineer.

vi) In case of assets whose useful life is over as per Companies Act, 2013, the

depreciation for earlier years has been duly adjusted by deb iting reserve account.

84



1.6 Investments

Investments are classified as current or long - term in accordance with Accounting

Standard 13 on “Accounting for Investments”. Current investments are stated at cost or

fair value whichever is less. Long term investments are stated at cost.

1.7 Revenue Recognition

Revenue is recognized when it is earned and no significant uncertainty exists as to its

realization or collection.

Sales of goods

Sales are recognised, net of returns and trade discounts, on transfer of signif icant risks

and rewards of ownership to the buyer, which generally coincides with the delivery of

goods to customers.

Sale of Power is accounted for, based on the provisions of Energy Purchase Agreement

entered into with Maharashtra State Electricity Dis tribution Co. Ltd. Captive

consumption of steam and power are accounted for, at annual average cost plus a

particular margin of the said cost or prevailing MSEDCL billing rates whichever is lower.

1.8 Other income

Interest income is accounted on accrual basi s. Other income includes contract

settlement income which are balances of sundry debtors and sundry creditors for

goods and capital items identified by the management which are not receivable or

payable in future.

1.9 Inventories

a) Raw Materials, process chemicals, stores and spares, packing materials and other

products are valued at weighted average cost. Cost comprises all cost of purchases,

direct expenses and other expenses incurred in bringing the inventories to the

present location and condition.

b) Finished Goods are valued at cost or net realizable value, whichever is lower

(including excise duty at the rates applicable) . Cost of finished goods all direct costs

and appropriate proportion of overheads as applicable.

c) By- products/Scrap materials are value d at net realisable value (including excise duty

at the rates applicable).

85



1.10 Government grants, subsidies and export incentives

Government grants and subsidies are recognised when there is reasonable assurance

that the Company will comply with the con ditions attached to them and the grants /

subsidy will be received.

Export benefits are accounted for in the year of exports based on eligibility and when

there is no uncertainty in receiving the same. Government grants and subsidies

received or receivable are reduced from the related expenses for which they are

intended to compensate.

1.11 Sundry Debtors, Loans and Advances

Sundry Debtors and Loans and Advances are stated after making adequate

provision for doubtful debts. The debts written off are deb ited to the Profit and Loss

Account and are stated Net of Debit/Credit Balances written off, wherever applicable.

Irrecoverable amounts, if any, that may arise due to unadjusted and unsettled claims in

respect of various items like rebate, discounts, short receipts defective supplies etc.

are accounted and/or provided only upon final settlement of account with the parties

as per the management’s judgement of the potential outcome.

1.12 Retirement Benefits

a) Defined contribution plan

Provident fund and Employee' State Insurance Corporation (ESIC) are the defined

contribution schemes offered by the Company. The contributions to these

schemes are charged to the profit and loss account of the year in which

contribution to such schemes becomes due.

b) Defined benefit plan and Long term Employee benefits

Gratuity liability is provided on the basis of an actuarial valuation made at the end

of each financial year as per Projected Unit Credit method. Actuarial gains or

losses arising from such valuation are charge d to revenue in the year in which they

arise.

Provision for Leave Encashment is made on accrual basis on the basis of

accumulated leave to the credit of the employee as at the year end, based on

arithmetical calculations.

86



1.13 Foreign currency transactions and translations

i) Foreign currency transactions are recorded on initial recognition in the reporting

currency, using the exchange rate at the date of the transaction.

ii) At each balance sheet date, foreign currency monetary items are reported using

the closing rate. Non - monetary items which are carried at historical cost

denominated in a foreign currency are reported using the exchange rate at the

date of the transaction.

iii) Exchange differences that arise on settlement of monetary items or on repo rting at

each balance sheet date of the Company’s monetary items at the closing rate are

recognised as income or expense in the period in which they arise.

iv) The premium or the discount on forward exchange contracts not relating to firm

commitments or h ighly probable forecast transactions and not intended for

trading or speculation purpose is amortised as expense or income over the life of

the contract.

1.14 Borrowing Cost

Borrowing cost directly attributable to the acquisition or construction of qualifying

assets as defined in Accounting Standard 16 on “Borrowing Costs” are capitalized as

part of the cost of such assets up to the date when the asset is ready for its intended

use. Other borrowing cost are charged to the profit and loss account in the year in

which the same is incurred.

1.15 Taxes on Income

Provision for current tax is made on the basis of estimated taxable income for the

current accounting year computed in accordance with the Income Tax Act, 1961.

Deferred tax resulting from timing differenc es between the book profits and tax profits

for the year is accounted for, using the tax rates and laws that have been substantively

enacted as of the balance sheet date. Deferred tax assets arising from timing

differences are recognized to the extent ther e is reasonable certainty that these would

be realized in the future.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future

economic benefits in the form of adjustment to future income tax liability, is

considered as an asset if there is convincing evidence that the Company will pay

normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet

when it is probable that future economic benefit associated with it will flow to the

Company.

87



1.16 Impairment of Fixed Assets

Consideration is given at each balance sheet date to determine whether there is any

indication of impairment of the carrying amount of the Company’s fixed assets. If any

indications exists, an asset’s recoverable amount is estimated. An impair ment loss is

recognized whenever the carrying amount of an asset exceed its recoverable amount.

The recoverable amount would be greater of the net selling price and value in use. In

assessing value in use, the estimated future cash flows are discounted to their present

value based on an appropriate discount factor.

1.17 Earnings Per Share

The Company reports basic and diluted Earnings per share (EPS) in accordance with

Accounting Standard 20 on “Earnings per Share”. Basic EPS is computed by dividing the

net profit or loss for the year attributable to equity shareholders by the weighted

average number of equity shares outstanding during the year. Diluted EPS is computed

by dividing the net profit or loss for the year attributable to equity shareholders by the

weighted average number of equity shares outstanding during the year as adjusted for

the effects of all dilutive potential equity shares, except where the results are anti -

dilutive.

1.18 Segment reporting

The Company identifies primary segments based on the dom inant source, nature of

risks and returns and the internal organisation structure. The operating segments are

the segments for which separate financial information is available and for which

operating profit/loss amounts are evaluated regularly by the executive management in

deciding how to allocate resources and in assessing performance.

The accounting policies adopted for segment reporting are in line with the accounting

policies of the Company. Segment revenue, segment expenses, segment assets and

segment liabilities have been identified to segments on the basis of their relationship

to the operating activities of the segment.

Inter- segment revenue is accounted on the basis of transactions which are primarily

determined based on market / fair value fac tors.

Revenue, expenses, assets and liabilities which relate to the Company as a whole and

are not allocable to segments on reasonable basis have been included under

“unallocated revenue / expenses / assets / liabilities”.

88



1.19 Cash Flow Statement

The Cash Flow Statement is prepared by the “indirect method” set out in Accounting

Standard 3 on “Cash Flow Statements” and presents the cash flows by operating,

investing and financing activities of the Company. Cash and Cash equivalents

presented in the Cash Flow Statement consist of cash on hand and unencumbered,

highly liquid bank balances.

1.20 Financial Derivatives and Hedging transactions

In respect of derivative contracts, premium paid, gains / losses on settlement and

losses on restatement are recognised i n the Profit and Loss account except in case

where they relate to the acquisition or construction of fixed assets, in which case, they

are adjusted to the carrying cost of such assets.

1.21 Provisions, Contingent liabilities and Contingent Assets

Contingent liabilities as defined in Accounting Standard 29 on “Provisions, Contingent

Liabilities and Contingent Assets” are disclosed by way of notes to the accounts.

Disclosure is not made if the possibility of an outflow of future economic benefits is

remote. Provision is made if it is probable that an outflow of future economic benefits

will be required to settle the obligation.

1.22 Insurance claims

Insurance claims are accounted for on the basis of claims admitted / expected to be

admitted and to the extent that t here is no uncertainty in receiving the claims.

89



(Amount in Rs)

As at

31st March 2015

As at

31st March 2014

Note 2 - Share Capital

a) Authorised:-1810000000 Equity shares of Rs. 1/- each 1,810,000,000.00

1,810,000,000.00

(Previous Year 1810000000 Equity shares of Rs. 1/- each

b) Issued Subscribed and Paid Up

1708931700 Equity shares of Rs. 1/- each 1,708,931,700.00 1,708,931,700.00

(Previous Year 1708931700 Equity shares of Rs 1/- each.) 1,708,931,700.00 1,708,931,700.00

f) Details of Shareholders holding more than 5% shares

Name of Shareholder No. of Shares % held No. of Shares % held

RACA Trading Company Private Limited 102524418 6.00% 138450000 8.10%

SBM Trading Company Private Limited 113000286 6.61% 148500000 8.68%

PVK Trading Company Private Limited 131325000 7.68% 131325000 7.68%

Ivory Exports Private Limited -- -- 160194780 9.37%

Anil Narayan Lonkar 154834770 9.06% 154834770 9.06%

Manik Anil Lonkar -- -- 100181100 5.86%

Aspire Emerging Fund 136028273 7.96% -- --

Highbluesky Emerging Market Fund 102193173 5.97% -- --

IDBI Bank Ltd. 110257586 6.45% -- --

Note 3 - Reserves & Surplus

a) Capital Reserve

As per last year Balance Sheet 6,867,157.58 7,046,746.50

Less: Transferred to Profit & Loss A/c 179,588.92 179,588.92

6,687,568.66 6,867,157.58 b) Securities Premium Reserve

As per last year Balance Sheet 807,468,587.00 807,468,587.00 Add: Premium received during the year - -

807,468,587.00 807,468,587.00 Less: Utilisation for the year - -

807,468,587.00 807,468,587.00 c) General Reserve

As per last year Balance Sheet 2,694,246.52 2,694,246.52 Add: Transferred from Profit & Loss A/c - -

2,694,246.52 2,694,246.52 d) Fixed Deposit Redumption Reserve

As per last year Balance Sheet 1,313,665.00 - Add: Transferred from Profit & Loss A/c - 1,313,665.00

1,313,665.00 1,313,665.00 e) Profit and Loss Account

As per last year Balance Sheet 1,012,436,724.78 690,907,416.44 Add: Profit/(Loss) for the year (589,320,710.97) 321,529,308.34 Less: Depriciation impact as per Companies Act 2013 (1,892,986.90) -

421,223,026.91 1,012,436,724.78 TOTAL 1,239,387,094.09 1,830,780,380.88

Note - 4 Long Term Borrowings

Secured Loans

a) Term Loans from Banks 880,591,240.02

768,764,528.59

b) Vehicle Loans 10,533,644.28

2,001,647.66

891,124,884.30

770,766,176.25


Particulars

90



91



(Amount in Rs)

As at

31st March 2015

As at

31st March 2014


Particulars

Note 5 - Deferred Tax Liabilities (Net)

Deferred Tax Liabilities

Related to Fixed Assets 74,496,857.88 68,382,093.88

Deferred Tax Assets

Disallowances under the Income Tax Act 1961 21,823,378.00 38,772.00

52,673,479.88 68,343,321.88

Note 6 - Other Long Term Liabilities

a) Trade Payables 607,218,837.96 215,360,082.63

b) Advance from customers 8,221,827.44 2,474,033.16

c) Other Long Tern Liabilities 61,999,340.84 8,056,437.00

d) Unclaimed Dividend 338,775.75 354,775.75

677,778,781.99 226,245,328.54

Note 7 - Long Term Provisions

a) Provision for employee benefits

Provision for Gratuity 15,378,916.00 -

Provision for Income Tax 100,319,910.00 87,110,400.00

115,698,826.00 87,110,400.00

Note 8 - Short Term Borrowings

A) Secured Loans

From Banks 2,526,826,550.37 2,192,474,084.07

B) Unsecured Loans

From Banks 199,980,000.00 -

From Public 23,352,000.00 32,346,000.00

2,750,158,550.37 2,224,820,084.07

Note 09 - Trade Payables

Others 381,622,887.23 1,268,522,871.39

TOTAL (Rs.) 381,622,887.23 1,268,522,871.39

Note 10 - Other Current liabilities

Advances from customers 45,443,828.99 15,752,547.98

Other Current liabilities 63,507,607.04 22,278,938.88

108,951,436.03 38,031,486.86

The details of amounts outstanding to Micro Small and Medium Enterprises is not available with the Company.

a) The Term Loans are secured by first pari-passu charge among the term lenders on the Fixed Assets of the company both present and future andsecond pari passu charge on the current assets. Further these Term Loans are secured by personal gurantee of Managing Director of the Company.c) The Vehicle loans are secured by the hypothecation of Vehicles.d) Term Loan from Banks carry rate of interest from 13.00 % to 16 %

a) The Working Capital loans are secured by way of first pari-passu charge among the working capital Lenders on the current assets of the company both present and future belonging to the Solvent Plant at Wani, Solvent Plant at Malkapur and Power Plant at Wani and second pari-passu charges on entire Fixed assets of the aforesaid plants of the Company. The said charge is created on behalf of the Working capital lenders in favor of SBI CAP Trustee Company Limited Mumbai as security trustee.Further these working capital loans are secured by personal gurantee of Managing Director of the Company and collaterlly secured by personal property and shares of Managing Directors.b) The Warehouse loan is secured by way of pledge of Warehouse Receipts issued by HDFC Bank & Collateral Manager covering Soya Seeds lying in the Warehouse from time to time.c) Company Law Board (CLB) has approved the original repayment tenure for oustanding public deposits (Fixed Deposit).d) IDBI Bank Working Capital Demand Loan (WCDL) is secured by way of collateral security of shares of Rasoya Proteins Limited owned by promotor group.d) Term Loan from Banks carry rate of interest from 13.00 % to 16 %e) Pearless Financial Sevices Ltd. loan is secured by way of pleade of shares of Rasoya Proteins Ltd owned by promotor group.

92



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93



(Amount in Rs)

As at

31st March 2015

As at

31st March 2014


Particulars

Note 11 - Short Term Provisions

a) Provision for employee benefit

Provision for Gratuity 5,040,470.00

2,330,704.00

Leave Encashment 392,583.00

342,831.00

b) Others

Provision for Expenses 85,445,299.51

40,298,052.54

Provision for Income Tax -

52,720,000.00

90,878,352.51

95,691,587.54

Note 13 - Non-current investments

a) In Equity Shares

Subsidiary Company 1,932,468.00

1,852,500.00

Share Of Malkapur Urban Bank 15,500.00

-

b) In Government Securities

National Saving Certificates 110,000.00

110,000.00

2,057,968.00

1,962,500.00

Note 14 - Long term loans and advances

(Unsecured considered good)

a) Security Deposits 14,354,457.95 14,706,542.20

b) Loans and Advances to related parties 1,720,014,463.82 1,560,616,650.82

c) Prepaid Expenses - 441,152.36

d) Balance with Government Authorities 17,102,027.90 5,376,980.50

e) Other Loans and Advances

Deposit with Sales Tax 7,014,661.00 7,014,661.00 Deposit with Income Tax 48,478,106.00

48,366,582.00

1,806,963,716.67

1,636,522,568.88

Note 15 Other Non Current Assets

a) Trade receivables 1,373,281,074.76

5,213,454.64

(Unsecured and considered good)

b) Advance to Suppliers 399,832,399.47

38,545,539.12 c) Miscellaneous Expenses to the extent not W/off -

4,908,226.07

d) Subsidy receivable under Mega Project -

19,564,311.50 e) Other claims receivable from government 37,349,953.79

9,899,898.00

f) Interest receivable 1,093,411.28

59,944,140.28 1,811,556,839.30

138,075,569.61

Note - 16 - Inventories

(Certified taken and valued by the management)

Raw Material 1,286,088,103.40

2,270,782,090.25

Finished Goods 174,891,920.38

664,545,098.99

Stores & Consumables 31,001,326.74

49,770,776.99

Packing Materials 18,015,624.99

50,664,620.33

1,509,996,975.51

3,035,762,586.56

Details of Raw Materials

Soyabean Seed 1,171,460,344.49

2,121,691,614.45

Wheat -

1,923,178.28

Rice Bran 2,246,610.47 9,697,600.35

a) 1 (one) Equity share of RPL International Trade FZE (subsiddiary) of Rs. 1852500 fully paid up.

b) The above National saving certificates are lodged with various government agencies for various l icences.

b) 10000 (Ten thousand) Equity Shares of RPL (HK) Foods & Feeds Corporation Ltd.of Rs. 79968 fully paid up.

94



(Amount in Rs)

As at

31st March 2015

As at

31st March 2014


Particulars

Coal 103,697,973.48 118,409,737.96

Fish Feed material 3,040,986.07 2,325,449.66

Others Material 5,642,188.89 16,734,509.55

1,286,088,103.40 2,270,782,090.25

Details of Finished Goods

DOC 694,901.98 211,618,169.21

Soya Refined Oil & Degum 73,445,437.74 165,064,491.76

Atta - 1,137,317.71

Crude Oil 1,045,448.86 234,514,679.65

Lecithin 89,152,405.35 35,254,208.53

Sluge Oil 123,280.00 1,307,705.37

Fish Feed 3,033,503.80 5,804,863.61

Acid Oil 411,600.00 1,502,004.00

Fatty Acid 38,335.00 829,391.00

Lecithin Powder 6,790,560.00 4,767,600.00

Sunflower Loose Oil 156,447.65 2,744,668.15

174,891,920.38 664,545,098.99

Note - 17 - Trade Receivables

(Unsecured and considered Good)

Below Six months

Considered Good 682,746,424.34 828,893,932.69

Considered Doubtful - 334,229.01

682,746,424.34 829,228,161.70

Note - 18 - Cash And Cash Equivalents

a) Cash in hand 9,214,147.05 4,474,109.05

b) Balance with Banks

-Balances with Current Account (1,655,835.81) 187,634,385.55

-Balances with Dividend Current Account 340,281.75 355,231.75

c) Balance held as margin money

-Fixed Deposit with Bank 800,000.00 4,980,139.00

8,698,592.99 197,443,865.35

Note - 19 - Short Term Loans & Advances

a) Advances to Suppliers for Goods & Expenses 50,246,951.81

41,863,447.33

b) Loans and advances to employees 1,107,856.00

382,768.60

c) Security Deposit 358,802.00

561,862.00

d) Prepaid Expenses 1,903,125.00

3,712,996.65

e) Loans and Advances to related parties 1,100,000.00

-

f) Income Tax and TDS 97,867,401.44

132,324,188.00

g) VAT Refund 2,089,945.50

12,026,417.40

154,674,081.75

190,871,679.98

Note - 20 - Other Current Assets

Interest receivable 1,601,888.00

50,556,449.14

Subsidy receivable under Mega Project 33,337,785.00

107,162,364.00

Other claims receivable from government 22,136,888.48

35,106,120.00

Sharekhan Commodity 0.16

879,444.83

57,076,561.64

193,704,377.97

(Amount in Rs)

For the year ended 31

March, 2015


March, 2014

Sale of Products 4,603,849,245.00 11,802,731,886.00

Other Operating Revenues 49,934,000.27 169,051,282.16

4,653,783,245.27 11,971,783,168.16

Less:

Excise Duty 2,658,177.00 4,301,099.00

Total 4,651,125,068.27 11,967,482,069.16

a) Details of Sale of products

Manufactured Goods

Soya Doc 2,658,238,270.00 6,901,665,358.00

Soya Refiened Oil 989,200,325.00 3,201,484,305.00

Others 956,410,650.00 1,699,582,223.00

4,603,849,245.00 11,802,731,886.00

b) Other Operating Revenues

Sale of Scrap, Fly ash, Khat & Gunny Bag 8,093,363.00 12,739,997.00

Duty Drawback and other export incentives 7,265,522.27 40,771,537.16

Sales Tax Refund under mega project 31,527,898.00 113,015,034.00

Sale of Licence 1,237,330.00 819,686.00

EPF to be received under mega project 1,809,887.00 1,705,028.00

49,934,000.27 169,051,282.16

Note 22 - Other income

Interest income 54,040,867.95 52,038,036.14

Net gain on foreign currency transactions and translation 943,914.91 9,669,269.94

(other than considered as finance cost)

Other non-operating income 604,985.25 11,960,852.14

Prior period income - 293,102.00

55,589,768.11 73,961,260.22


Particulars

Note 21 - Revenue from Operations

95



96



(Amount in Rs)


March, 2015


March, 2014


Particulars

a) Details of interest income

i) Interest from banks on: -

- Deposits 722,844.00 772,169.55

ii) Other interest -

- Interest on MSEB Deposit 1,997,272.95 1,815,973.59

- Interest on NSC 7,430.00 9,590.00

- Interest recovered from party 161,382.00 253,140.00

- Interest on loan to subsidiary 51,151,939.00 49,187,163.00

-

54,040,867.95 52,038,036.14

b) Details of other non-operating income

Contract Settlemernt 116,907.00 831,000.00

Sundry Balances w/off - 462,833.18

Miscellaneous income 108,694.00 1,411,419.00

Amortisation of Grant 179,588.92 179,588.92

Insurance Claim 206,803.00 543,502.00

Legalization Charges 24,747.00 -

Profit On Sale Of Land (Ltcg) 580,372.00

Rebate claim of Service Tax on Exports - -

Profit on Commodity Trading (612,126.67) 8,532,509.04

604,985.25 11,960,852.14 c) Prior period income

- Income From Duty Drawback - 293,102.00

- 293,102.00

Note 23 - Cost of materials consumed

Opening stock 2,271,949,418.91 1,394,735,670.19

Add: Purchases 2,642,741,429.34 11,278,397,469.43

Less: Closing stock 1,297,447,012.40 2,279,793,228.40

Cost of material consumed 3,617,243,835.85 10,393,339,911.22

Details of Material consumed

Soyabean Seed 2,940,427,680.18 9,869,735,623.94

Others 676,816,155.67 450,833,382.38

3,617,243,835.85 10,320,569,006.32

-

Note 24 - Changes in inventories of finished goods,


Inventories at the end of the year:

- Finished goods 174,891,920.38 664,545,098.99

Inventories at the beginning of the year:

- Finished goods 664,545,098.99 355,856,847.33

Net (increase) / decrease 489,653,178.61 (308,688,251.66)

97



(Amount in Rs)


March, 2015


March, 2014


Particulars

Note 25 - Employee benefits expense

Salaries and wages 101,140,492.00 90,202,869.00

Contributions to provident and other funds 7,683,296.00 5,615,168.00

Staff welfare expenses 2,636,633.00 2,549,058.00

Gratuity Expenses 10,161,229.00 3,538,336.00

121,621,650.00 101,905,431.00

Note 26 - Finance costs

Interest expense on:

- Borrowings

485,806,696.81 354,988,487.38 - Others

1,274,421.65 188,909.53

Other borrowing costs 6,943,218.71 21,390,371.37

494,024,337.17 376,567,768.28

Note 27 - Other expenses

Manufacturing Expenses

Stores, Spares and Consumables 27,429,978.82 24,087,329.68

Acid Alkalies consumed 15,071,293.34 32,052,874.70

Hexane consumed 10,997,039.50 51,019,758.96

Consumption of packing materials 99,461,663.34 162,803,797.11

Power and fuel charges 53,216,364.87 50,057,908.48

Repairs and maintenance - Buildings 396,724.00 1,875,979.76

Repairs and maintenance - Machinery 2,522,346.88 15,578,556.72

Subcontracting 36,741,754.00 75,348,359.00

Administrative Expenses

Rent including lease rentals 921,832.00 1,769,326.00

Repairs and maintenance - Others 1,381,919.50 2,775,053.09

Insurance 7,121,298.65 6,240,511.66

Rates and taxes 172,917.00 865,180.78

Communication 1,275,039.75 1,547,890.77

Travelling and conveyance 10,790,079.49 11,225,165.24

Printing and stationery 1,417,507.58 1,648,279.42

Donations and contributions 82,749.00 209,704.00

Legal and professional 7,209,054.00 6,068,163.00

Payments to auditors 1,065,888.00 1,514,039.00

Sundry Balance written off 756,807.98 13,778.12

Prior period expenses 139,659.97 327,050.57

Registration and Filling Fees 1,231,196.00 1,687,468.46

Office & General Expenses 6,871,895.05 13,552,956.11

Director Sitting & Audit Committee Expense 380,000.00 384,000.00

Membership & Subscription 1,216,264.00 1,335,051.00

Interest on delayed / deferred payment of income tax 238,409.00 777,150.00

Deferred Revenue Expenses W / Off 4,908,226.07 4,908,220.00

98




Notes to Financial Statements for the year ended 31 st March, 2015

29. Fixed Deposit u/s 58A

The Company has accepted deposits from public during the year within the meaning of the

provisions of Sections 58A, 58AA of the Companies Act, 2013 and the Companies

(Acceptance of Deposit) Rules, 1975 to the tune of Rs. 3,30,35,000/ - . The total

outstanding of such Public deposits as on the Balance Sheet Date including interest stands

at Rs.2,54,82,884 / - .As per the Companies Act, 2 013 all the outstanding deposits had to

be repaid as on March 31, 2015. However, the Company Law Board has approved the

repayment of the outstanding deposits as per the original tenure.

30. Invocation of RPL Shares pledged with IDBI Bank – Wani

IDBI Bank, Wani has acquired through invocation of pledge d shares of Rasoya Proteins

Limited owned and pledged by Mrs. Manik Lonkar (Director of the company) and Ivory

Exports Pvt. Ltd. (Associate of the company).

31. Securities And Exchange Board of India (SEBI) Order

During the year under review, Securities and Exchange Board of India (SEBI) has issued an

Ad- Interim Ex- Parte order to the company dated September 24, 2014 with respect to the

GDRs issued by the company in the financial year 2010 - 11. Subsequently, SEBI has

confirmed the said order on March 23, 2015 . The company has preferred appeal against

the said order with Securities Appellate Tribunal, Mumbai.

32. Non – Performing Bank Accounts

During the year the following bank accounts for various facilities availed by the company

have been classified by the banks as non - performing asset (NPA). The interest post NPA

classification on the various loans availed have been duly provided by the company.

Sr. No. Facilities sanctioned by Amount (in Rs.)

1. State Bank of India 68255070

2. Bank of Baroda 9083702

3. Bank of India -

33. Fire at Malkapur Unit

A fire has occurred on 27.04.2015 at the unit situated at Malkapur in which the soyabean

seed stored in one of th e Silos was damaged and destroyed. The total estimated loss as per

the primary assessment is Rs. 34 crores. The necessary steps have been taken and a

surveyor has been appointed by the insurance company. The assessment and survey

proceedings are under process and not yet completed.

99



34. Income Tax Assessment

The company has received a notice for block assessment under Income Tax Act, 1961 from

Assessment Year 2007 - 08 to Assessment Year 2012 - 13 . The same is under process with

DCIT, Nagpur and the assessment has been deferred for a period of one year i.e. upto 3 1st

March, 2016. No demand has yet been imposed by the department and in view of the same

no provision or contingent liability has been provided for.

35. Compulsory acquisition of land

During the year, The National Highway Authority of India (NHAI) has made c ompulsory

acquisition of roadside land of 1.61 acres at the Malkapur unit of the company.

36. Subsidiary Companies

The company has formed a wholly owned subsidiary in Hong Kong in the name RPL (HK)

Foods & Feeds Corporation Ltd. with an object of dealing in Soya & Soya based derivatives

in south East Asian Countries. The management is desirous of starting its business

operations in the financial year 201 5- 16.

37. Regulatory and Legal Compliance

Filing of the company’s Income Tax Return u/s 139(1) of the Income Tax Act, 1961 , Tax

Audit Report u/s 44AB for the A ssessment Year 201 4- 15 is pending. Also, report on

transfer pricing audit under the Income Tax Act, 1961 and cost audit under the Companies

(Cost Accounting Records) Rules, 201 5as per the Companies Act, 2013 for the F.Y. 201 3-

14 and F.Y. 2014 - 15 are awaited.

38. Corporate Social Responsibility (CSR)

The company as per the prevalent rules and provisions of the Companies Act, 2013 and

accordingly on the basis of three years average profits; have provided Rs. 55 lacs for

undertaking CSR activities. However, the same is yet to be spent on such activities.

39. Transfer Pricing

The company has provided interest for Rs.51,151,939 / - on loan to subsidiary during the

financial year under review . The interest has been provi ded at the rate of LIBOR plus 2

basis points.

40. Government grants

The Company’s Plant at Kund (Buj) Tal: Malkapur, (Dist.. Buldhana –Maharashtra State)

being located in Low Human Development Index District, is entitled for benefits and

incentives by way of Industrial Promotion Subsid y (IPS) equivalent to 100 % of the eligible

investments made under the "Package Scheme of Incentives- 2007" declared by the Govt.

100



of Maharashtra.

the Government of Maharashtra on 31st day of May, 2010.

During the year t he company has accounted for said IPS for Rs. 333.38 lacs towards the

taxes paid and contribution made to Provided Fund to the Government of Maharashtra

41. Capital Work in Progress and capital commitment

Capital Work in Progress includes advances for capital expenditure in respect of Capital

Stores and Spares for Rs. 47.62 lacs.

Capital commitment is mentioned as below with regards to companys’ future ongoing

projects. The total cost of the civil works estimated to be Rs. 20 Lacs.

42. Managerial Remuneration:

Particulars As at 31-3-2015

Salaries 114.00 13 4.10

Perquisites -- --

Total 114.00 134.10

No commission is being paid to the Directors and hence, the computation of net profit

under the relevant provisions of the Companies Act, 2013 is not given.

43. Provisions, Contingent Liabilities & Contingent assets

In accordance with Accounting Standard - 29 (Provisions, Contingent Li abilities & Contingent

assets), issued by the Institute of Chartered Accountants of India, provisions are

recognized in the accounts in respect of present p robable obligations, the amount of which

can be reliably estimated.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past

events but their existence is confirmed by the occurrence or non occurrence of one or

more uncertain future events not wholly within the control of the company.

Rs. In Lacs

As at 31-3-2014

Rs. In Lacs

The MOU to that effect has been signed between the company and

101



Year ended Year ended

31.3.2015 31.3.2014

a.

Claims (Net) against the Company

not acknowledged as debts Nil Nil

b.

Contingent Liabilities in respect of Sales Tax assessment dues not accounted for are

as follows:

Name of the statute

Nature of the

Dues

Amount

Period to

which

amount

relates

Forum where dispute is

pending

(in Rs.)

Maharashtra Sales

Tax

Sales Tax 2,169,293 F.Y. 2000 -

01

Sales Tax Tribunal,

Mumbai

Maharashtra Sales

Tax

Sales Tax 9,747,165 F.Y. 2002 -

03

Jt. Commissioner of Sales

Tax (Appeals)

Maharashtra Sales

Tax

Sales Tax 3,385,167 F.Y. 2003 -

04


Tax (Appeals)

Maharashtra Sales

Tax

Sales Tax 16,473,454 F.Y. 2004 -

05

Sales Tax Tribunal,

Mumbai

Maharashtra Sales

Tax

Sales Tax 33,427,155 F.Y. 2011 -

12


Tax (Appeals) Income Tax

Penalty U/s. 271

(1) (c)

1,382,073

A.Y. 2004 -

05

Hon'ble Mumbai High

Court, Nagpur Bench

Income Tax

Penalty U/s. 271

(1) (c)

841,745

AY 2005 - 06

Hon'ble Mumbai High

Court, Nagpur Bench

Income Tax

Penalty U/s. 271

(1) (c)

4,560,447

AY 2006 - 07

Hon'ble Mumbai High

Court, Nagpur Bench

TOTAL

71,986,499

Apart from the above,

there are certain Food & Drug Administration and General Legal

cases against the Company in respect of which the outcome cannot be ascertained at this

stage.

102



44. Capacity & Production

Class of

Goods

Licensed Capacity Installed Capacity Actual Production

Current

Year

Previous

Year

Current

Year

Previous

Year

Current

Year

Previous

Year

i)Crushing of

Soya Seed

NA NA 570000MT 570000

MT

70770.669 279170.702

ii)Power 79200

MW

79200

MW

79200 MW 79200 MW 3619 MW 40117 MW

a) The installed capacities are annual capacities based on three shift working and

maximum utilization of Plant and Machinery.

b) Installed capacity is as per certificate given by the manage ment on which the

auditors have relied, being a technical matter.

c) Installed capacity for soya plant is based on 300 working days and installed capacity

for Power plant is based on 330 working days.

45. Earnings in Foreign Currency :

(Rs. In Crores )

Particulars

Exports on FOB basis 25 .76 108.63

46. Remittance in Foreign Currency :

(Rs. In Lacs)

Particulars

Professional Fees 12.28 30.09

Brokerage 1.33 11.47

Traveling Expenses 3.28

1.89

47. Earnings Per Share:

Earnings Per Share of the Company is calculated by dividing the profit attributable to the

equity shareholders by the weighted number of equity shares outstanding during the year.

For The year ended

31st March 2015

For The year ended

31st March 2014

For The year ended

31st March 2015

For The year ended

31st March 2014

The numbers used in calculating basic and diluted earnings per equity shares are stated

below

Particulars 31 - 3 - 2015 31 - 3 - 2014

Numerator - Net Profit after tax as per Statement of

Profit and Loss attributable to Equity Shareholders

(58 9320711 )

321529308

Denominator –Weighted number of equity shares used

in computing EPS – Basic

1708931700 1708931700

EPS – Basic (0.34) 0.19

Face Value Re. 1/ - Re. 1/ -

Denominator –Weighted number of equity shares used

in computing EPS – Diluted

1708931700 1708931700

EPS – Diluted (0.34) 0.19

48. Segment Reporting:

The company is primarily engaged in the business of soya processing through soya solvent

extraction plant and oil refinery along with lecithin plant. The company is also engaged in

the business of generation of Power having production capacity of 10 MW. The company

has identified two primary business segments, namely Soya extraction and Power which in

the context of Accounting Standard 17 on “Segment Reporting” constitute reportable

segments.

Information about Primary Business Segments as required by AS 17

(Rs. In Crores)

Sr.

No. Particulars

Year Ended 31.03.2015

Soya Power Elimination Total

1 Segment Revenue

External Turnover 466. 52 5.2 5 (6.39) 465.38

Inter Segment

Turnover (1.44) (4.95) 6.39 0.00

Gross Turnover 465.08 0.30 - 465.38

Less: Excise Duty 0.2 6 - - 0.2 6

Net Turnover 464.82 0.30 - 465.1 2

2

Segment Result

before interest &

Taxes

(4.10 ) (6.48 ) - (10.58 )

Less: Interest

Expenses 47.09 2.31 - 49.40

103



104



Add : Interest

Income 5.51 0.05 - 5.56

Profit Before Tax (51.19 ) (8.80 ) - (59.99 )

Current Tax - - - -

Earlier Year Tax (0.04) - - (0.04)

CSR Provision 0.55

0.55

Deferred Tax (1.72) 0.16

(1.57)

Net Profit (49 .9 8 ) (8.95 ) - (58.93 )

3 Other Information

Segment Assets 805.3 0 2.52 (5.97) 801.85

Segment Liabilities 490.57 22.28 (5.97) 506.89

Capital Expenditure - -

-

Depreciation 10. 72 1.75 - 12.4 7

Note: Inter segment transfer from power segment to solvent for captive consumption of

steam and power is measured at annual average cost plus 15% of the said cost or

prevailing MSEDCL Billing rates whichever is lower.

49. Related Party Disclosures:

Disclosures as required by the Accounting Standard – 18 , “Related Party Disclosures” are

given below:

a) List of related parties

Associate Companies:

(i) Ivory Exports Private Limited

(ii) Rasoya Foods & Drinks Private Limited

(iii) Eiravat Tradelinks Private Limited (earlier Eiravat Leasing & Finance Private

Limited )

Subsidiary Company:

(i) RPL International Trade (FZE)

(ii) RPL (HK) Foods & Feeds Corporation Ltd.

105



Key Management personnel and relatives:

Key Management Personnel

(i) Mr. Anil N. Lonkar - Chairman & Managing Director

b) Transactions with related parties:

Transactions with Key Management Personnel

The Company had entered into an Agree ment with the Managing Director ,

and pursuant to the agreement he is entitled to receive Rs.42.00 Lacs per

annum inclusive of all perquisites apart from gratuity and ex - gratia and

other allowances as per the terms of employment with the company.

i) Office Maintenance paid to Mrs. Man ik Lonkar Rs.3.30 lacs

(Spouse of the Managing Director)

ii) Salary paid to Mss. Arpita Lonkar Rs.7.82 lacs

(Daughter of the Managing Director)

d) Transactions with related parties:

Transactions with Associate Companies:

i. Sale of Soya Seed to Rasoya Foods & Drinks Pvt. Ltd. of Rs.333.50 lacs

ii. Sale of Soya Doc to Rasoya Foods & Drinks Pvt. Ltd. of Rs.10,69 .71 lacs

iii. Purchase of Soya Doc from Rasoya Foods & Drinks Pvt. Ltd. of Rs.508 .12

lacs

50. Income Tax :

(a) Current Tax provision is on the basis of regular tax liability or MAT,

whichever is higher.

106



(b) Net Deferred Tax Liability comprises of the following:

51. Remuneration to Auditors as follows:

Particulars

Audit Fees 8.00 8.00

Certification Fees 0.75 0.40

Total 8.75 8.40

52. Payments to Micro, Small & Medium Enterprises

The company does not have any details of amounts overdue for payments to any of the

suppliers of the Company to whom the provisions of The Micro, Small & Medium

Enterprises Development Act, 2006 applies. The company has also not received any claim

for interest.

53. Capital Reserve represents subsidy received from government. An amount of Rs.

1,79,588.92 is being credited to other income representing amortization of the said

grant.

Particulars

Deferred Tax Liability:

Depreciation 404 .89 1090 .25

Total Deferred Tax Liability 404 .89 1090 .25

Deferred Tax Asset:

Provision for Gratuity Liability 29 .49 35 .38

Interest to Bank 532 .10 0.00

Total Deferred Tax Asset 561 .59 35.38

Net Deferred Tax Liability (156 .70 ) 1054 .8 7

As at 31-3-2015(Rs. In Lacs)




107



54. Employee Benefits

Defined contribution plans

Particulars

Employer's Contribution to Provident Fund 68,61,561 49,48,135

Employer's Contribution to ESIC 2,32,862 2,27,646

Defined benefit plans

In accordance with the Payment of Gratuity Act 1972, Company provides for

gratuity, as a defined benefit plan. The gratuity plan provides for a lumsum payment

to the employees at the time of separation from the service on completion of vested

period of emp loyment i.e five years. The liability of gratuity plan is provided based

on actuarial valuation as at the end of each financial year.

Particulars

Changes in the present value of the defined

benefit obligation is as follows:

Present value of defined benefit obligation at the

Beginning of the year

108,75,624 73,90,257

Interest cost 8,98,307 6,03,829

Current service cost 18,26,149 16,73,831

Actuarial (gain)/ loss on obligation 7,46,773 12,60,675

Benefits paid (2,22,599) (52,968)

Benefits Payable (3,94,868) --

Present value of defined benefit obligation at the

end of the year

204,19,387 1,08,75,624

55. Prior period expenses included in the respective expense heads are as under:

Sr. No. Relevant Expense Head Amount

(Rs.)

1. Office and General 64,599.97

2. Rates Taxes and Duties 12,538.00

3. Quality Allowance 62,522.00

TOTAL 139,659.97



31-3-2015 31-3-2014

108



Sd/- Sd/- Sd/- Sd/-

Sd/-

56. Export debtors for Rs.28.22 lacs has been identified as non recoverable and is in the

process of intimating the same to Reserve Bank of India (RBI).

57. Balances on account of advances, debtors and creditors are subject to confirmation and

reconciliation, if any.

58. Previous years’ figures have regrouped and rearranged wherever necessary.

As per our Report of even date For& on behal f of the Board of Directors

For V.N. BHUWANIA & CO. For RASOYA PROTEINS LTD.


Registration No. 101482W

CA V.N. Bhuwania

Proprietor

M. No. 7068

A. N. Lonkar

Managing

Director

Vishnu Bhagade

Director

S ameer Y.

Damle

Executive

Director

Vandana Sanghi

Company

Secretary

Place : NagpurDate: May 30, 2015

109ANNUAL REPORT 2015 Page

INDEPENDENT AUDITOR’S REPORT

To

The Members of


REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

We have audited the accompanying consolidated financialstatements of RASOYA PROTEINS

LIMITED (“the Company”) and its subsidiaries (collectively referred to as“the Group”) which

comprise the Consolidated Balance Sheet asat 31st March, 2015, the Consolidated Profit

and Loss Statementand the Consolidated Cash Flow Statement for the year thenended, and

a summary of the significant accounting policies andother explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of

the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone

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

performance and cash flows of the Company in accordance with the accounting principles

generally accepted in India including the Accounting Standards specified under Section 133

of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility

also includes maintenance of adequate accounting records in accordance with the

provisions of the Act for safeguarding the assets of the Company and for preventing and

detecting frauds and other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; and

design, implementation and maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting

records, relevant to the preparation and presentation of the financial statements that give a

true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these standalonefinancial statements based

on our audit.

We have taken into account the provisions of the Act, theaccounting and auditing

standards and matters which arerequired to be included in the audit report under the

provisionsof the Act and the Rules made there under.


110



We conducted our audit in accordance with the Standardson Auditing specified under

Section 143(10) of the Act. ThoseStandards require that we comply with ethical

requirementsand plan and perform the audit to obtain reasonable assuranceabout whether

the financial statements are free from materialmisstatements.

An audit involves performing procedures to obtain audit evidenceabout the amounts and

disclosures in the financial statements.The procedures selected depend on the auditor’s

judgment,

including the assessment of the risks of material misstatement ofthe financial

statements, whether due to fraud or error. In makingthose risk assessments, the auditor

considers internal financialcontrol relevant to the Company’s preparation of the

financialstatements that give a true and fair view in order to design auditprocedures that

are appropriate in the circumstances, but not for

the purpose of expressing an opinion on

whether the Companyhas in place an adequate internal financial controls system

overfinancial reporting and the operating effectiveness of suchcontrols. An audit also

includes evaluating the appropriatenessof accounting policies used and the reasonableness

of theaccounting estimates made by the Company’s directors, as wellas evaluating the

overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficientand appropriate to provide

a basis for our audit opinion on thestandalone financial statements.

OPINION

In our opinion and to the best of our information and accordingto the explanations given

to us, and based on the unaudited financial statementsof the subsidiaries noted below, the

aforesaid consolidated financialstatements give the information required by the Act in

themanner so required and give a true and fair view in conformitywith the accounting

principles generally accepted in India, of theconsolidated state of affairs of the Group as at

31st March, 2015,and its consolidated loss and its consolidated cash flows for theyear

ended on that date.

OTHER MATTERS

We did not audit the financial statements of the two subsidiaries of the company, whose

financial statements reflect total assets of Rs. 375 crores as at March 31, 2015, total

revenues of Rs. 264 crores and net cash flows of Rs. 9.15

for

the year ended March 31,

2015. The financial statements/ financial information of both the subsidiaries are

unaudited and have been approved by the management and furnished to us by the

management and our report in so far as it relates to the amounts included in respect of

these subsidiaries is solely based on such unaudited financial statements and information.

Our report is not qualified in respect of other matters. For V.N.BHUWANIA & CO.



V.N.BHUWANIA

Proprietor

Membership No.: 7068

Place : NagpurDate: May 30, 2015

Sd/-

111



Sd/- Sd/- Sd/-

Sd/-

Sd/-

(Amount in Rs.)

Particulars Note NoAs At

31 March, 2015

As at

31st March 2014

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2 1,708,931,700.00

1,708,931,700.00

(b) Reserves and Surplus 3 3,032,921,300.90

3,542,177,060.98

(c) Money received against share warrants -

(2) Share application money pending allotment

-

-

(3) Non-Current Liabilities

(a) Long-term borrowings 4 891,124,884.30

770,766,176.25

(b) Deferred tax liabilities (Net) 5 52,673,479.88

68,343,321.88

(c) Other Long term liabilities 6 677,778,781.99

226,245,328.54

(d) Long term provisions 7 115,698,826.00

87,110,400.00

(4) Current Liabilities

(a) Short-term borrowings 8 2,750,158,550.37

2,224,820,084.07

(b) Trade payables 9 624,968,871.62

1,547,171,281.91

(c) Other current liabilities 10 108,951,436.03

38,031,486.86

(d) Short-term provisions 11 90,903,267.68

95,691,587.54

TOTAL 10,054,111,098.77

10,309,288,428.05

II. ASSETS

(1) Non-Current Assets

(a) Fixed assets 12

(i) Tangible assets 1,976,705,807.35 2,074,992,574.09

(ii) Intangible assets 1,967,281.54 2,237,933.93 (iii) Capital work-in-progress 4,761,743.34 18,441,519.34 (iv) Intangible assets under development - - (b) Non-current investments 13 125,500.00 110,000.00 (c) Deferred tax assets (net) - - (d) Long term loans and advances 14 86,949,252.85 75,905,918.06 (e) Other non-current assets 15 4,842,982,217.21

2,833,943,932.14

(2) Current Assets

(a) Current investments -

- (b) Inventories 16 1,509,996,975.51

3,486,489,744.22

(c) Trade receivables 17 1,409,939,642.57

1,284,274,353.92 (d) Cash and cash equivalents 18 8,932,035.01

197,503,557.40

(e) Short-term loans and advances 19 154,674,081.75

190,871,679.98 (f) Other current assets 20 57,076,561.64

144,517,214.97

TOTAL 10,054,111,098.77 10,309,288,428.05

Significant accounting policies and Notes to accounts

For and on behalf of the Board of Directors

For Rasoya Proteins Limited


For V.N. Bhuwania & Co.

Chartered Accountants(FRN. 101482W)

(CA V.N.Bhuwania) (A.N.Lonkar) (Vishnu Bhagade) (Sameer Damle)

Proprietor Managing Independent Executive


Place: Nagpur

Date : 30th May 2015(Vandana Sanghi)

Company Secretary

RASOYA PROTEINS LIMITEDConsolidated Balance Sheet as at 31st March 2015

112



(Amount in Rs.)

I. Revenue from operations (gross) 21 7,296,512,264.23 16,865,993,724.29

Less: Excise duty 2,658,177.00 4,301,099.00

Revenue from operations (net) 7,293,854,087.23 16,861,692,625.29

II. Other income 22 4,437,835.54 24,774,097.22

III. Total revenue (I + II) 7,298,291,922.77 16,886,466,722.51

IV. Expenses

(a) Cost of materials consumed 23 3,617,243,835.85 10,393,339,911.22

(b) Purchases of stock-in-trade 24 2,038,843,227.13 4,613,485,685.27

(c) Changes in inventories of finished goods 25 939,140,506.14 (308,688,251.66)


(d) Employee benefits expense 26 126,722,580.00 107,020,431.00

(e) Finance costs 27 494,024,337.18 378,714,280.16

(f) Depreciation and amortisation expense 12 124,717,261.68 109,025,232.59

(g) Other expenses 28 466,060,200.49 1,002,440,038.03

Total expenses 7,806,751,948.48 16,295,337,326.61

V. Profit / (Loss) before exceptional items and (508,460,025.71) 591,129,395.90

tax (III - IV)

VI. Exceptional items -

VII. Profit / (Loss) before tax (V - VI) (508,460,025.71) 591,129,395.90

VIII. Tax expense:(a) Current tax expense - 52,720,000.00

(Less): MAT credit - -

(b) Tax in respect of earlier years (430,880.00) -

(b) Fixed Deposit Redumption Reserve - 1,313,665.00

(c) CSR Provision 5,506,664.00 -

(d) Deferred tax (15,669,842.00) (2,701,200.00)

IX. Profit / (Loss) for the period (497,865,967.71) 539,796,930.90

X. Earning per equity share

Face Value per equity share Rs. 1 Rs. 1

(a) Basic (0.29) 0.32

(b) Diluted (0.29) 0.32


For V.N. Bhuwania & Co. For and on behalf of the Board of Directors


(FRN. 101482W)

(CA. V.N.Bhuwania) (A.N.Lonkar) (Vishnu Bhagade) (Sameer Damle)

Proprietor Managing Executive


Place: Nagpur

Date : 30th May, 2015

(Vandana Sanghi)

Company Secretary


Consolidated Profit and Loss statement for the year ended 31st March 2015

Particulars Note No. For the year ended

31 March 2014


March, 2015

Sd/-Sd/- Sd/- Sd/-

Sd/-

113



PARTICULARS Amount Amount

31.03.2015 31.03.2014

(Rs.in lacs) (Rs.in lacs)

(A) CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax and Extra Ordinary/Exceptional Items (508,460,025.71)

591,129,395.91

Add: Depreciation 124,717,261.68

109,025,232.59

Interest Paid 494,024,337.18

378,714,280.16

Miscellaneous Expenses Written off 4,908,226.07

4,908,220.00

Effect of exchange difference on translation of Subsidiary (756,306,793.57)

129,663,810.20

Profit on sale of land (580,372.00)

-

Loss on sale of Vehicle 367,031.45

-

Sundry Balance Written off 756,807.98

(449,055.06)

Operating Profit before Working Capital Changes (640,573,526.92)

1,212,991,883.80

ADJUSTMENT FOR:

(Increase)/Decrease in Sundry Debtors (125,665,288.64)

2,853,611,099.45

(Increase)/Decrease in Inventories 1,976,492,768.71

(947,395,527.28)

(Increase)/Decrease in Loans and Advances and Other Current Assets (1,896,443,368.31)

(2,899,496,752.25)

Increase/(Decrease) in Current Liabilities 366,921,481.57

143,689,641.91

Miscellaneous Expenditure w/off (4,908,226.07)

(4,908,220.00)

316,397,367.26

(854,499,758.17)

Cash Generated from Operations (324,176,159.66)

358,492,125.63

Less: Income Tax -

52,720,000.00

Net Cash Inflow from Operating Activities (A) (324,176,159.66)

305,772,125.63

(B) CASH FLOW FROM INVESTING ACTIVITIES

Inflow

Sale of Fixed Assets 3,482,860.00 -

Outflow

Increase in Fixed Assets and Capital Work in Progress (19,535,559.90) (30,880,136.06) Investments (15,500.00) - Net Cash used in Investing Activities (B) (16,068,199.90) (30,880,136.06)

(C) CASH FLOW FROM FINANCING ACTIVITIES

Inflow

Term Loan from Banks 247,899,424.22

78,689,852.98 Cash Credit from Banks 635,422,439.47

354,897,011.30

Warehouse Finance (Decrease/Increase) 88,250,743.23

121,046,151.80 Public Deposits -

32,346,000.00

Outflow

Repayment of Long/Short Term Borrowing-Secured (316,881,432.57)

(442,319,021.69)

Repayment of Public Deposits (8,994,000.00)

-

Interest Paid (494,024,337.18)

(378,714,280.16)

Net Cash used on Financing Activities (C) 151,672,837.17

(234,054,285.77)

Net Change in Cash and Cash Equivalents (A+B+C) (188,571,522.39)

40,837,703.80

Cash and Cash Equivalents at the beginning of the year 197,503,557.40

156,665,853.61

Cash and Cash Equivalents at the end of the year 8,932,035.01

197,503,557.40

Notes:

Figures in brakets represent Cash Outflows.

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

FOR RASOYA PROTEINS LIMITED FOR V.N.BHUWANIA & CO.

CHARTERED ACCOUNTANTS

(A.N.LONKAR) (VISHNU BHAGADE) (S Y DAMLE) (VANDANA SANGHI) (V.N.BHUWANIA)

Managing Director Executive Company PROPRIETOR

Director Director Secretary

Place :Nagpur Place : Nagpur

Dated: 30/05/2015 Dated: 30/05/2015


CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015

Sd/-Sd/-Sd/-Sd/-Sd/-

114



SIGNIFICANT ACCOUNTING POLICIES & NOTES TO THE ACCOUNTS

Company Overview

Rasoya Proteins Limited (the Company) along with its fully owned subsidiary is mainly

engaged in the business of soya seed solvent extraction and has two oil refinery units. The

company is also has a power generation plant which provides captive power and electricity

to the solvent unit of the company. Over the years the company has become a leading

processor of Soya seed in Maharashtra. The main products of the company are De- oil ed

cake (DOC), crude oil, refined edible soya oil and other various other consumer products.

RPL International Trade FZE; situated in Dubai is a fully owned subsidiary of the company

mainly engaged in trading of edible oil

The following components are i ncluded in the Consolidation:

Name of the

Company

Country of

Incorporation

Share Holding either

directly or through

Subsidiaries

Nature of Operations

RPL International

Trade FZE

Sharjah 100% Trading in Edible Oil

Products

RPL (HK) Foods &

Feeds Corporation

Ltd.

Hong Kong 100% Yet to start Business

operations .

1. SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis of preparation of financial statements

The financial statements of the Company have been prepared in accordance with the

Generally Accepted Acco unting Principles in India (Indian GAAP) to comply with the

Accounting Standards notified under the Companies (Accounting Standards) Rules,

2006 (as amended) and the relevant provisions of the Companies Act, 1956. The

financial statements have been prepar ed on accrual basis under the historical cost

convention.

The Consolidated Financial Statements of Rasoya Proteins Ltd. and its subsidiary

company have been prepared using uniform accounting policies for like transactions

and other events in similar circu mstances.

115



1.2 Use of Estimates

The preparation of the financial statements in conformity with Indian GAAP requires

the Management to make estimates and assumptions considered in the reported

amounts of assets and liabilities (including contingent liab ilities) and the reported

income and expenses during the year. The Management believes that the estimates

used in preparation of the financial statements are prudent and reasonable. Future

results could differ due to these estimates and the differences between the actual

results and the estimates are recognised in the periods in which the results are known

/ materialise.

1.3 Fixed Assets

Fixed assets are stated at cost of acquisition or construction less accumulated

depreciation and impairment loss. Al l advances of capital nature have been directly

capitalized to respective heads. Fixed Assets are capitalized on the day the assets are

ready for their intended use.

Borrowing Cost directly attributable to acquisition / construction of fixed assets which

necessarily take a substantial time to get ready for the ir intended use are capitalized

along with the cost of the asset.

1.4 Intangible Assets

Intangible Assets are stated at cost of acquisition net of recoverable taxes less

accumulated amortisation. All co sts directly attributable to acquisition to the intangible

assets are capitalized along with the cost of the asset.

1.5 Depreciation and Amortisation

Depreciation has been provided on a straight -line method at the rates and in the

manner prescribed in Schedule XIV to the Companies Act, 1956.

i) Depreciation on machinery spares of the nature of capital / insurance spares and

having irregular use is provided prospectively over a period, not exceeding the

useful life of the fixed assets to which they relate.

ii) Depreciation on addition to the fixed assets or on sale / discardment of assets, is

calculated on pro - rata basis.

iii) Cost of Software & ERP Package is amortized over a period of five years Net block

of opening software taken as gross block for the year.

116



iv) Expenditure incurred on power plant , after the plant is ready for commercial

production up to 31 st March, 2010 are being carried forward as Deferred Revenue

Expenditure and will be written off in five years from the date of commercial

production.

v) The usef ul life of the fixed assets has to be determined in accordance with the

schedule II of the companies Act 2013 effective from April 1, 2014. the company

has provided the depreciation as per the schedule XIV of the companies Act 1956

for all the assets excep t Plant & Machinery. The depreciation on Plant & Machinery

has been considered on the basis of useful life estimated as per the report

obtained from chartered engineer.

vi) In case of assets whose useful life is over as per Companies Act, 2013, the

depreciat ion for earlier years has been duly adjusted by debiting reserve account.

1.6 Investments

Investments are classified as current or long - term in accordance with Accounting

Standard 13 on “Accounting for Investments”. Current investments are stated at cost or

fair value whichever is less. Long term investments are stated at cost.

1.7 Revenue Recognition

Revenue is recognized when it is earned and no significant uncertainty exists as to its

realization or collection.

Sales of goods

Sales are recognised, net of returns and trade discounts, on transfer of significant risks

and rewards of ownership to the buyer, which generally coincides with the delivery of

goods to customers.

Sale of Power is accounted for, based on the provisions of Energy Purchase Agreement

entered into with Maharashtra State Electricity Distribution Co. Ltd. Captive

consumption of steam and power are accounted for, at annual average cost plus a

particular margin of the said cost.

1.8 Other income

Interest income is accounted on accrual basis. Other income includes contract

settlement income which are balances of sundry debtors and sundry creditors for

goods and capital items identified by the management which are not receivable or

payable in future.

117



1.9 Inventories

a) Raw Materials, process chemi cals, stores and spares, packing materials and other

products are v alued at weighted average cost. Cost comprises all cost of purchases,

direct expenses and other expenses incurred in bringing the inventories to the

present location and condition.

b) Finishe d Goods are valued at cost or net realizable value, whichever is lower

(including excise duty at the rates applicable) . Cost of finished goods all direct costs

and appropriate proportion of overheads as applicable.

c) By- products/Scrap materials are valued at net realisable value (including excise duty

at the rates applicable).

1.10 Government grants, subsidies and export incentives

Government grants and subsidies are recognised when there is reasonable assurance

that the Company will comply with the conditions attached to them and the grants /

subsidy will be received.

Export benefits are accounted for in the year of exports based on eligibility and when

there is no uncertainty in receiving the same. Government grants and subsidies

received or receivable are reduced from the related expenses for which they are

intended to compensate.

1.11 Sundry Debtors, Loans and Advances

Sundry Debtors and Loans and Advances are stated after making adequate

provision for doubtful debts. The debts written off are debited to the Profit and Loss

Account and are stated Net of Debit/Credit Balances written off, wherever applicable.

Irrecoverable amounts, if any, that may arise due to unadjusted and unsettled claims in

respect of various items like rebate, discounts, short receipts defective supplies etc.

are accounted and/or provided only upon final settlement of account with the parties

as per the management’s judgement of the potential outcome.

1.12 Retirement Benefits

a) Defined contribution plan

Provident fund and Employee ' State Insurance Corporation (ESIC) are the defined

contribution schemes offered by the Company. The contributions to these

schemes are charged to the profit and loss account of the year in which

contribution to such schemes becomes due.

118



b) Defined bene fit plan and Long term Employee benefits

Gratuity liability is provided on the basis of an actuarial valuation made at the end

of each financial year as per Projected Unit Credit method. Actuarial gains or

losses arising from such valuation are charged to revenue in the year in which they

arise.

Provision for Leave Encashment is made on accrual basis on the basis of

accumulated leave to the credit of the employee as at the year end, based on

arithmetical calculations.

1.13 Foreign currency transactions and tr anslations

i) Foreign currency transactions are recorded on initial recognition in the reporting

currency, using the exchange rate at the date of the transaction.

ii) At each balance sheet date, foreign currency monetary items are reported using

the clos ing rate. Non - monetary items which are carried at historical cost

denominated in a foreign currency are reported using the exchange rate at the

date of the transaction.

iii) Exchange differences that arise on settlement of monetary items or on reporting a t

each balance sheet date of the Company’s monetary items at the closing rate are

recognised as income or expense in the period in which they arise.

iv) The premium or the discount on forward exchange contracts not relating to firm

commitments or highly p robable forecast transactions and not intended for

trading or speculation purpose is amortised as expense or income over the life of

the contract.

1.14 Borrowing Cost

Borrowing cost directly attributable to the acquisition or construction of qualifying

assets as defined in Accounting Standard 16 on “Borrowing Costs” are capitalized as

part of the cost of such assets up to the date when the asset is ready for its intended

use. Other borrowing cost are charged to the profit and loss account in the year in

which the same is incurred.

1.15 Taxes on Income

Provision for current tax is made on the basis of estimated taxable income for the

current accounting year computed in accordance with the Income Tax Act, 1961.

119



Deferred tax resulting from timing differences betw een the book profits and tax profits

for the year is accounted for, using the tax rates and laws that have been substantively

enacted as of the balance sheet date. Deferred tax assets arising from timing

differences are recognized to the extent there is re asonable certainty that these would

be realized in the future.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future

economic benefits in the form of adjustment to future income tax liability, is

considered as an asset if t here is convincing evidence that the Company will pay

normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet

when it is probable that future economic benefit associated with it will flow to the

Company.

1.16 Impairment of Fixed Asse ts

Consideration is given at each balance sheet date to determine whether there is any

indication of impairment of the carrying amount of the Company’s fixed assets. If any

indications exists, an asset’s recoverable amount is estimated. An impairment loss is

recognized whenever the carrying amount of an asset exceed its recoverable amount.

The recoverable amount would be greater of the net selling price and value in use. In

assessing value in use, the estimated future cash flows are discounted to their pre sent

value based on an appropriate discount factor.

1.17 Earnings Per Share

The Company reports basic and diluted Earnings per share (EPS) in accordance with

Accounting Standard 20 on “Earnings per Share”. Basic EPS is computed by dividing the

net profit or l oss for the year attributable to equity shareholders by the weighted

average number of equity shares outstanding during the year. Diluted EPS is computed

by dividing the net profit or loss for the year attributable to equity shareholders by the

weighted av erage number of equity shares outstanding during the year as adjusted for

the effects of all dilutive potential equity shares, except where the results are anti

dilutive.

1.18 Segment reporting

The Company identifies primary segments based on the dominant source, nature of

risks and returns and the internal organisation structure. The operating segments are

the segments for which separate financial information is available and for which

operating profit/loss amounts are evaluated regularly by the executive Management in

deciding how to allocate resources and in assessing performance.

120



The accounting policies adopted for segment reporting are in line with the accounting

policies of the Company. Segment revenue, segment expenses, segment assets and

segment lia bilities have been identified to segments on the basis of their relationship

to the operating activities of the segment.

Inter - segment revenue is accounted on the basis of transactions which are primarily

determined based on market / fair value factors.

Revenue, expenses, assets and liabilities which relate to the Company as a whole and

are not allocable to segments on reasonable basis have been included under

“unallocated revenue / expenses / assets / liabilities”.

1.19 Cash Flow Statement

The Cash Flow S tatement is prepared by the “indirect method” set out in Accounting

Standard 3 on “Cash Flow Statements” and presents the cash flows by operating,

investing and financing activities of the Company. Cash and Cash equivalents

presented in the Cash Flow State ment consist of cash on hand and unencumbered,

highly liquid bank balances.

1.20 Financial Derivatives and Hedging transactions

In respect of derivative contracts, premium paid, gains / losses on settlement and

losses on restatement are recognised in the Prof it and Loss account except in case

where they relate to the acquisition or construction of fixed assets, in which case, they

are adjusted to the carrying cost of such assets.

1.21 Provisions, Contingent liabilities and Contingent Assets

Contingent liabilitie s as defined in Accounting Standard 29 on “Provisions, Contingent

Liabilities and Contingent Assets” are disclosed by way of notes to the accounts.

Disclosure is not made if the possibility of an outflow of future economic benefits is

remote. Provision is made if it is probable that an outflow of future economic benefits

will be required to settle the obligation.

1.22 Insurance claims

Insurance claims are accounted for on the basis of claims admitted / expected to be

admitted and to the extent that there is n o uncertainty in receiving the claims.

121



(Amount in Rs.)

As at

31st March, 2015

As at

31st March 2014

Note 2 - Share Capital

a) Authorised:-1810000000 Equity shares of Rs.1 /- each 1,810,000,000.00

1,810,000,000.00

(Previous Year 1810000000 Equity shares of Rs. 1 /- each)

b) Issued Subscribed and Paid Up

1708931700 Equity shares of Rs. 1 /- each. 1,708,931,700.00

1,708,931,700.00

(Previous Year 1708931700 Equity shares of Rs. 1/- each.) 1,708,931,700.00

1,708,931,700.00

f) Details of Shareholders holding more than 5% shares

Name of Shareholder No. of Shares % held No. of Shares % held

RACA Trading Company Private Limited 102524418 6.00% 138450000 8.10%

SBM Trading Company Private Limited 113000286 6.61% 148500000 8.68%

PVK Trading Company Private Limited 131325000 7.68% 131325000 7.68%

Ivory Exports Private Limited -- -- 160194780 9.37%

Anil Narayan Lonkar 154834770 9.06% 154834770 9.06%

Manik Anil Lonkar -- -- 100181100 5.86%

Aspire Emerging Fund 136028273 7.96% -- --

Highbluesky Emerging Market Fund 102193173 5.97% -- --

IDBI Bank Ltd. 110257586 6.45% -- --

Note 3 - Reserves & Surplus

a) Capital Reserve

As per last year Balance Sheet 6,867,157.58 7,046,746.50

Less: Transferred to Profit & Loss A/c 179,588.92 179,588.92 6,687,568.66 6,867,157.58

b) Securities Premium Reserve

As per last year Balance Sheet 807,468,587.00 807,468,587.00 Add: Premium received during the year - -

807,468,587.00 807,468,587.00 Less: Utilisation for the year - -

807,468,587.00 807,468,587.00 c) General Reserve

As per last year Balance Sheet 2,694,246.52

2,694,246.52

Add: Transferred from Profit & Loss A/c -

-

2,694,246.52

2,694,246.52

d) Fixed Deposit Redumption Reserve


- Add: Transferred from Profit & Loss A/c -

1,313,665.00

1,313,665.00

1,313,665.00 e) Profit and Loss Account

As per last year Balance Sheet 2,097,526,045.39

1,557,729,114.52 Add: Profit/(Loss) for the year (497,865,967.74)

539,796,930.87

Less: Depriciation impact as per Companies Act 2013 (1,892,986.90)

- 1,597,767,090.75

2,097,526,045.39

f) Foreign Currency Translation Reserve


209,803,197.74

Add: Transferred to Statement of Profit and Loss on effect of foreign -

-


Particulars

122



(Amount in Rs.)

As at

31st March, 2015

As at

31st March 2014


Particulars

currency rate variations during the year (626,307,359.49)

(209,803,197.74)

Add: Foreign currency translation on consolidation 616,990,142.94

626,307,359.49

616,990,142.94

626,307,359.49

TOTAL 3,032,921,300.90

3,542,177,060.98

Note - 4 Long Term Borrowings

Secured Loans

a) Term Loans from Banks 880,591,240.02

768,764,528.59

b) Vehicle Loans 10,533,644.28

2,001,647.66

c) From Parent company -

-

891,124,884.30

770,766,176.25

Note 5 - Deferred Tax Liabilities (Net)

Deferred Tax Liabilities

Related to Fixed Assets 74,496,857.88 68,382,093.88 Deferred Tax Assets

Disallowances under the Income Tax Act 1961 21,823,378.00

38,772.00

52,673,479.88

68,343,321.88

Note 6 - Other Long Term Liabilities

a) Trade Payables 607,218,837.96

215,360,082.63 b) Advance from customers 8,221,827.44

2,474,033.16

c) Other Long Tern Liabilities 61,999,340.84

8,056,437.00

d) Unclaimed Dividend 338,775.75

354,775.75

677,778,781.99

226,245,328.54

Note 7 - Long Term Provisions

a) Provision for employee benefits


-

Provision for Income Tax 100,319,910.00

87,110,400.00

115,698,826.00

87,110,400.00

Note 8 - Short Term Borrowings

A) Secured Loans

From Banks

2,526,826,550.37

2,192,474,084.07

B) Unsecured Loans

From Banks199,980,000.00

-

From Public

23,352,000.00

32,346,000.00

2,750,158,550.37

2,224,820,084.07

d) Term Loan from Banks carry rate of interest from 13.00 % to 16 %

a) The Term Loans are secured by first pari-passu charge among the term lenders on the Fixed Assets of the company both present adn

future and second pari passu charge on the current assets. Further these Term Loans are secured by personal gurantee of Managing

Director of the Company.

c) The Vehicle loans are secured by the hypothecation of Vehicles.

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123



124



(Amount in Rs.)

As at

31st March, 2015

As at

31st March 2014


Particulars

Note 09 - Trade Payables

Micro Small and Medium Enterprises

-

Others

624,968,871.62

1,547,171,281.91

TOTAL (Rs.) 624,968,871.62

1,547,171,281.91

Note 10 - Other Current liabilities

Advances from customers 45,443,828.99 15,752,547.98 Other Current liabilities 63,507,607.04 22,278,938.88

108,951,436.03

38,031,486.86

Note 11 - Short Term Provisions

a) Provision for employee benefit


2,330,704.00 Leave Encashment 392,583.00

342,831.00

b) Others

Provision for Expenses 85,470,214.68

40,298,052.54

Provision for Income Tax -

52,720,000.00

90,903,267.68

95,691,587.54

Note 13 - Non-current investments

a) In Equity Shares

Share Of Malkapur Urban Bank 15,500.00

-

b) In Government Securities

National Saving Certificates 110,000.00

110,000.00

125,500.00

110,000.00

Note 14 - Long term loans and advances

The details of amounts outstanding to Micro Small and Medium Enterprises is not available with the Company.

a) The above National saving certificates are lodged with various government agencies for various licences.

a) The Working Capital loans are secured by way of first pari-passu charge among the working capital Lenders on the current assets of the company both

present and future belonging to the Solvent Plant at Wani, Solvent Plant at Malkapur and Power Plant at Wani and second pari-passu charges on entire Fixed

assets of the aforesaid plants of the Company. The said charge is created on behalf of the Working capital lenders in favor of SBI CAP Trustee Company

Limited Mumbai as security trustee.Further these working capital loans are secured by personal gurantee of Managing Director of the Company and collaterlly

secured by personal property and shares of Managing Directors.

b) The Warehouse loan is secured by way of pledge of Warehouse Receipts issued by HDFC Bank & Collateral Manager covering Soya Seeds lying in the

Warehouse from time to time.

c) Company Law Board (CLB) has approved the original repayment tenure for oustanding public deposits (Fixed Deposit).

d) IDBI Bank Working Capital Demand Loan (WCDL) is secured by way of collateral security of shares of Rasoya Proteins Limited owned by promotor group.

d) Term Loan from Banks carry rate of interest from 13.00 % to 16 %

e) Pearless Financial Sevices Ltd. loan is secured by way of pleade of shares of Rasoya Proteins Ltd owned by promotor group.

125



(Amount in Rs.)

As at

31st March, 2015

As at

31st March 2014


Particulars

(Unsecured considered good)

a) Security Deposits 14,354,457.95

14,706,542.20

c) Prepaid Expenses -

441,152.36

d) Balance with Government Authorities 17,102,027.90

5,376,980.50

e) Other Loans and Advances

Deposit with Sales Tax 7,014,661.00

7,014,661.00

Deposit with Income Tax 48,478,106.00

48,366,582.00

86,949,252.85

75,905,918.06

Note 15 Other Non Current Assets

a) Trade receivables 4,405,223,651.67

2,760,140,528.17

(Unsecured and considered good)

b) Advance to Suppliers 399,315,200.47

38,545,539.12

c) Miscellaneous Expenses to the extent not W/off -

4,908,226.07

d) Subsidy receivable under Mega Project -

19,564,311.50

e) Other claims receivable from government 37,349,953.79

9,899,898.00

f) Interest receivable 1,093,411.28

885,429.28

4,842,982,217.21

2,833,943,932.14

Note - 16 - Inventories

(Certified taken and valued by the management)

Raw Material 1,286,088,103.40 2,270,782,090.25 Finished Goods 174,891,920.38 664,545,098.99 Stores & Consumables 31,001,326.74

49,770,776.99

Packing Materials 18,015,624.99

50,664,620.33

Stock in Trade -

450,727,157.66

1,509,996,975.51 3,486,489,744.22 Details of Raw Materials

Soyabean Seed 1,171,460,344.49

2,121,691,614.45

Wheat -

1,923,178.28

Rice Bran 2,246,610.47

9,697,600.35

Coal 103,697,973.48

118,409,737.96

Fish Feed material 3,040,986.07

2,325,449.66

Others Material 5,642,188.89

16,734,509.55

1,286,088,103.40

2,270,782,090.25

Details of Finished Goods

DOC 694,901.98

211,618,169.21

Soya Refined Oil & Degum 73,445,437.74

165,064,491.76

Atta -

1,137,317.71

Crude Oil 1,045,448.86

234,514,679.65

Lecithin 89,152,405.35

35,254,208.53

Sluge Oil 123,280.00

1,307,705.37

Fish Feed 3,033,503.80

5,804,863.61

Acid Oil 411,600.00

1,502,004.00

Fatty Acid 38,335.00 829,391.00

Lecithin Powder 6,790,560.00 4,767,600.00

Sunflower Loose Oil 156,447.65 2,744,668.15

174,891,920.38 664,545,098.99

Details of Stock in Trade

126



(Amount in Rs.)

As at

31st March, 2015

As at

31st March 2014


Particulars

Soyabean Oil - 232,988,539.85

Sunflower Oil - 217,738,617.81

- 450,727,157.66

Note - 17 - Trade Receivables

(Unsecured and considered Good)

Below Six months

Considered Good 1,409,939,642.57 1,283,940,124.91

Considered Doubtful - 334,229.01

1,409,939,642.57 1,284,274,353.92

Note - 18 - Cash And Cash Equivalents

a) Cash in hand 9,214,147.05 4,474,109.05

b) Balance with Banks

-Balances with Current Account (1,422,393.79) 187,694,077.60

-Balances with Dividend Current Account 340,281.75 355,231.75

c) Balance held as margin money

-Fixed Deposit with Bank 800,000.00 4,980,139.00

8,932,035.01 197,503,557.40

Note - 19 - Short Term Loans & Advances

a) Advances to Suppliers for Goods & Expenses 50,246,951.81 41,863,447.33

b) Loans and advances to employees 1,107,856.00 382,768.60

c) Security Deposit 358,802.00 561,862.00

d) Prepaid Expenses 1,903,125.00 3,712,996.65

e) Loans and Advances to related parties 1,100,000.00 -

f) Income Tax and TDS 97,867,401.44 132,324,188.00

g) VAT Refund 2,089,945.50 12,026,417.40

154,674,081.75 190,871,679.98

Note - 20 - Other Current Assets

Interest receivable 1,601,888.00 1,369,286.14

Subsidy receivable under Mega Project 33,337,785.00 107,162,364.00

Other claims receivable from government 22,136,888.48 35,106,120.00

Sharekhan Commodity 0.16 879,444.83

57,076,561.64 144,517,214.97

127



(Amount in Rs.)


March, 2015


March, 2014

Sale of Products 7,246,578,263.96 16,696,942,442.13

Other Operating Revenues 49,934,000.27 169,051,282.16

7,296,512,264.23 16,865,993,724.29

Less:

Excise Duty 2,658,177.00 4,301,099.00

Total 7,293,854,087.23 16,861,692,625.29

a) Details of Sale of products

Manufactured Goods

Soya Doc 2,658,238,270.00 6,901,665,358.00

Soya Refiened Oil 989,200,325.00 3,201,484,305.00

Others 956,410,650.00 1,699,582,223.00

4,603,849,245.00 11,802,731,886.00

b) Other Operating Revenues -

Sale of Scrap, Fly ash, Khat & Gunny Bag 8,093,363.00 12,739,997.00

Duty Drawback and other export incentives 7,265,522.27 40,771,537.16

Sales Tax Refund under mega project 31,527,898.00 113,015,034.00

Sale of Licence 1,237,330.00 819,686.00

EPF to be received under mega project 1,809,887.00 1,705,028.00

Soyabean Oil 2,348,074,209.32 3,471,798,245.03

Sunflower Oil 294,654,809.63 1,422,412,311.10

Soya Crude Oil - -

-

2,692,663,019.23 5,063,261,838.29

Note 22 - Other income

Interest income 2,888,935.38 2,850,873.14

Net gain on foreign currency transactions and translation 943,914.91 9,669,269.94

(other than considered as finance cost)

Other non-operating income 604,985.25 11,960,852.14

Prior period income - 293,102.00

4,437,835.54 24,774,097.22

a) Details of interest income

i) Interest from banks on: -

- Deposits 722,844.00 772,169.55

ii) Other interest

- Interest on MSEB Deposit 1,997,272.95 1,815,973.59

- Interest on NSC 7,430.00 9,590.00

- Interest recovered from party 161,382.00 253,140.00

- Interest on loan to subsidiary - -

2,888,928.95 2,850,873.14


Particulars

Note 21 - Revenue from Operations

128



(Amount in Rs.)


March, 2015


March, 2014


Particulars

b) Details of other non-operating income

Contract Settlemernt 116,907.00 831,000.00

Sundry Balances w/off - 462,833.18

Miscellaneous income 108,694.00 1,411,419.00

Amortisation of Grant 179,588.92 179,588.92

Insurance Claim 206,803.00 543,502.00

Legalization Charges 24,747.00 -

Profit On Sale Of Land (Ltcg) 580,372.00 -

Rebate claim of Service Tax on Exports - -

Profit on Commodity Trading (612,126.67) 8,532,509.04

604,985.25 11,960,852.14

c) Prior period income

- Income From Duty Drawback - 293,102.00

293,102.00

Note 23 - Cost of materials consumed

Opening stock 2,271,949,418.91 1,394,735,670.19

Add: Purchases 2,642,741,429.34 11,278,397,469.43

4,914,690,848.25 12,673,133,139.62

Less: Closing stock 1,297,447,012.40 2,279,793,228.40

Cost of material consumed 3,617,243,835.85 10,393,339,911.22

Details of Material consumed

Soyabean Seed 2,940,427,680.18 9,869,735,623.94

Others 676,816,155.67 523,604,287.28

3,617,243,835.85 10,393,339,911.22

-

Note 24 Purchases of stock-in-trade

Soyabean Oil 1,782,379,212.86 3,260,778,765.04 Sunflower Oil 256,464,014.27 1,352,706,920.23

2,038,843,227.13 4,613,485,685.27

129



(Amount in Rs.)


March, 2015


March, 2014


Particulars

Note 25 - Changes in inventories of finished goods,


Inventories at the end of the year:

- Finished goods 174,891,920.38 664,545,098.99

Inventories at the beginning of the year:

- Finished goods 1,114,032,426.52 355,856,847.33

Net (increase) / decrease 939,140,506.14 (308,688,251.66)

Note 26 - Employee benefits expense

Salaries and wages 106,241,422.00 95,317,869.00

Contributions to provident and other funds 7,683,296.00 5,615,168.00

Staff welfare expenses 2,636,633.00 2,549,058.00

Gratuity Expenses 10,161,229.00 3,538,336.00

126,722,580.00 107,020,431.00

Note 27 - Finance costs

Interest expense on:

- Borrowings 485,806,696.81 354,988,487.38

- Others 1,274,421.65 229,551.96

Other borrowing costs 6,943,218.72 23,496,240.82

494,024,337.18 378,714,280.16

Note 28 - Other expenses

Manufacturing Expenses

Stores, Spares and Consumables 27,429,978.82 24,087,329.68

Acid Alkalies consumed 15,071,293.34 32,052,874.70

Hexane consumed 10,997,039.50 51,019,758.96

Consumption of packing materials 99,461,663.34 162,803,797.11

Power and fuel charges 53,216,364.87 50,057,908.48

Repairs and maintenance - Buildings 396,724.00 1,875,979.76

Repairs and maintenance - Machinery 2,522,346.88 15,578,556.72

Subcontracting 36,741,754.00 75,348,359.00

Administrative Expenses

Rent including lease rentals 982,652.09 2,014,846.00

Repairs and maintenance - Others 1,389,638.91 2,830,380.34

Insurance 7,160,405.78 6,261,824.16

Rates and taxes 172,917.00 865,180.78

Communication 1,414,720.22 1,678,391.47

Travelling and conveyance 11,341,236.85 11,563,317.89

Printing and stationery 1,540,099.93 1,759,786.42

Donations and contributions 82,749.00 209,704.00

Legal and professional 12,482,229.33 10,330,663.00

Payments to auditors 1,090,803.17 1,514,039.00

Sundry Balance written off 756,807.98 13,778.12

Prior period expenses 139,659.97 327,050.57

Registration and Filling Fees 1,231,196.00 2,122,243.46

Office & General Expenses 7,325,137.87 13,950,169.96

Director Sitting & Audit Committee Expense 380,000.00 384,000.00

Membership & Subscription 1,216,264.00 1,335,051.00

Interest on delayed / deferred payment of income tax 238,409.00 777,150.00

Deferred Revenue Expenses W / Off 4,908,226.07 4,908,220.00

130



(Amount in Rs.)


March, 2015


March, 2014


Particulars

Selling and Distribution Expenses

Freight and forwarding 56,076,893.00 250,687,268.00

Sales commission 1,291,257.00 5,128,234.00

Claims, Discount & Shortage Rebate 81,285,892.45 173,318,032.30

Business promotion 470,569.70 639,437.35

VAT, CST, Excise & Service Tax Expense 1,036,568.00 2,428,776.00

Advertisement, Publicity, Seminar & Conference Expenses 4,511,507.36 2,344,730.50

Export Sale Expenses 21,697,195.07 92,223,199.30

466,060,200.49 1,002,440,038.03

a) Details of Payments to the auditors as:

As auditors - statutory audit 800,000.00 800,000.00

As auditors - Internal audit 180,000.00 150,000.00

As auditors - Tax audit - 40,000.00

As auditors - Vat audit 3,708.00 33,708.00

As auditors - Stock Audit - 50,000.00

As auditors - Survelliance Audit 46,067.00 382,867.00

Reimbursement of expenses 36,113.00 57,464.00

1,065,888.00 1,514,039.00

b) Details of Prior period expenses

Office & General Expenses 64,599.97 10,100.59

Courier Charges - 9,793.00

Travelling - 4,602.98

Repair & Maintainance - 105,288.00

Rates Taxes and Duties 12,538.00 -

Testing Charges - 9,805.00

Consultancy Charges - 101,323.00

Quality Allowance 62,522.00 26,966.00

Professional Fees - 30,693.00

Telephone Expenses - 28,479.00

139,659.97 327,050.57

131



RASOYA PROTEINS LTD (CIN: L15143MH1992PLC066662)

Registered Office: Village Wanjari, Taluka- Wani, Dist. Yavatmal 445 004, Maharashtra, India E-mail id: [email protected] & [email protected] Website: www.rasoyaproteins.in

Phone: +91- 712 2283899, 2295355, 2284260, 2283978 Fax: +91- 712 2282135

rd th Twenty Third (23 ) Annual General Meeting on September 25 , 2015

Form No. MGT-11Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s) Registered Address E-mail Id Folio No /Client ID DP ID I/We, being the member(s) of ____________shares of the above named company. Hereby appoint Name : E-mail Id: Address: Signature , or failing him Name : E-mail Id: Address: Signature , or failing him Name : E-mail Id: Address: Signature , or failing him

Sl. No.

Resolution(S) VoteFor

Against

1. To receive, consider and adopt the Audited Balance S h eet as at 31 st

March

Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Prashant Duch a k k e , who retires by rotation, and being eligible offers himself for re-appointment.

3. To appoint M/s. V.N. Bhuwania & Co., Chartered Accountants (ICAI Firm

remuneration.

4.

5. Re-appointment of Mr. Sameer Y Damle as an Executive Di r e c t o r of the Company

6. Revision in the remuneration of Mr. Anil Narayan Lonkar, Managing Director of

7. Revision in the remuneration of Mr. Prashant Duchakk e, Executive Director of

ded on that date and the

rd as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 23 Annual General Meeting ofth the Company to be held on the 25 day of September, 2015 at 3.00 p.m. at the Registered Office of the Company at

Village Wanjari, Taluka Wani, Yavatmal 445 004, Maharashtra, India and at any adjournment thereof in respect ofsuch resolutions as are indicated below:

132




9. Authorization for Related Party Transaction to enter i nto an Agreement with Rasoya Foods & Drinks Private Limited, an Associate Company

10. Authorization for Related Party Transaction to enter i nto an Agreement with Ivory Exports Private Limited, an Associate Company

11. Authorization for Related Party Transaction to pay r e muneration to Ms Arpita Lonkar Business Executive of the Company and Relative of Director for holding

Signed this _____day of _____2015

Rupee 1/- Revenue Stamp

Signature of Shareholder Signature of Proxy holder Signature of the shareholder across Revenue Stamp

Note:1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting.

2) The proxy need not be a member of the Company.

133



RASOYA PROTEINS LTD(CIN: L15143MH1992PLC066662)

Registered Office: Village Wanjari, Taluka- Wani, Dist. Yavatmal 445 004, Maharashtra, IndiaE-mail id: [email protected] & [email protected] Website: www.rasoyaproteins.in

Phone: +91- 712 2283899, 2295355, 2284260, 2283978 Fax: +91- 712 2282135

rd thTwenty Third (23 ) Annual General Meeting on September 25 , 2015BALLOT FORM

(For members who do not have access to E-voting facility)

Sr. No.

Particulars

Details

1.

Name of the First named member (in Block Letters)

2. Postal Address

3. Registered Folio No. / Client Id No.* (*Applicable to Investors holding shares in Dematerialised form)

4.

Class of Shares

Equity Shares

I/We hereby exercise my /our vote in respect of Resolution(s) to be passed for the business stated in Notice rd thof the 23 Annual General Meeting of Company to be held on Friday, 25 September, 2015, by sending my /

our assent or dissent to the said Resolution (s) by placing the tick mark at the appropriate box below:

Resolution No.

Resolution(S)

No. of Equity

Shares held by me

Vote

For Against

ORDINARY BUSINESS

1.

To receive, consider and adopt the Audited Balance S heet as at 31st

year ended on that date and the Reports of the Direc t o r s and Auditors thereon.

2. To appoint a Director in place of Mr. Prashant Ducha k k e, who retires by rotation, and being eligible offers h imself for re-appointment.

3. To appoint M/s. V.N. Bhuwania & Co., Chartered Accountants (ICAI Firm Registration No. 101482W ) as

remuneration.

SPECIAL BUSINESS

4. 5.

Re-appointment of Mr. Sameer Y Damle as an Executive Director of the Company

6.

Revision in the remuneration of Mr. Anil Narayan Lo n k a r, Managing Director of the Company in case of inadequa t e

134



7. Revision in the remuneration of Mr. Prashant Duchakke, Executive Director of the Company in case of inadequ a t e


9. Authorization for Related Party Transaction to enter into an Agreement with Rasoya Foods & Drinks Private Limited, an Associate Company

10. Authorization for Related Party Transaction to enter into an Agreement with Ivory Exports Private Limited, an Associate Company

11. Authorization for Related Party Transaction to pay remuneration to Ms Arpita Lonkar Business Executive of the

Place :Date : ______________________________________________ (Signature of Member/Beneficial Owner)INSTRUCTIONS: Members may fill up this Ballot form (no other form or photocopy of the form will be accepted) and send the same in a sealed envelope addressed to scrutinizer Mr. Sunil Purushottam Zore, Company Secretary in Practice, Mumbai C/o SYSTEM SUPPORT SERVICES (Unit: Rasoya Proteins Ltd), 209, Shivai Industrial Estate 89, Andheri-Kurla Road, Sakinaka, Andheri (e), Mumbai - 400072, Maharashtra, India, E-mail: [email protected] ,

th Tel:022-28500835, Fax: 022-28501438 so as to reach by 5:00 P.M. on September 24 , 2015. The Ballot formreceived thereafter will be strictly treated as not received.

The Ballot Form should be signed by Members as per the specimen signature with the Company/ the Depositories. In case of joint holding, the Form should be completed and signed by the first named member and in his / her absence, by the next named Joint holder. The right of voting by Ballot form shall not be exercised by a Proxy.

In case the shares are held by companies, trusts, societies, etc. the duly completed Ballot Form should be accompanied by a certified true copy of the relevant Board Resolution/ Authorization.

Member can opt for only one mode of voting i.e. either through e-voting or by the Ballot. If a Member casts vote by both modes, then voting done through e-voting shall prevail and Ballot form should be treated as invalid.

The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on September 18, 2015.

Unsigned, incomplete, improperly or incorrectly tick marked Ballot Forms shall be rejected. The decision of the Scrutinizer on the validity of the Ballot Form will be final.

The Company will not be responsible, if the envelope containing the Ballot Form is lost in transit.

135



RASOYA PROTEINS LTD(CIN: L15143MH1992PLC066662)

Registered Office: Village Wanjari, Taluka- Wani, Dist. Yavatmal 445 004, Maharashtra, India E-mail id: [email protected] & [email protected] Website: www.rasoyaproteins.in

Phone: +91- 712 2283899, 2295355, 2284260, 2283978 Fax: +91- 712 2282135

rd th Twenty Third (23 ) Annual General Meeting on September 25 , 2015

ATTENDANCE SLIP(To be handed over at the entrance of the meeting hall)

rd th23 Annual General Meeting on Friday, the 25 September, 2015.

Full name of the members attending ____________________________________________________ (In block capitals)

Ledger Folio No./Client ID No. _______________________ No. of shares held: ___________________

Name of Proxy _____________________________________(To be filled in, if the proxy attends instead of the member)

I certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and hereby rd threcord my presence at the 23 Annual General Meeting of the Company on Friday, the 25 September, 2015 at

3.00 P.M. at Village-Wanjari, Taluka-Wani, Yavatmal 445 004, Maharashtra, India.

--------------------------------------- (Member's /Proxy's Signature)Note:1) Members are requested to bring their copies of the Annual Report to the meeting, since further copies will not be available.

2) The Proxy, to be effective should be deposited at the Registered Office of the Company not less than FORTY EIGHT HOURS before the commencement of the meeting.

3) A Proxy need not be a member of the Company.

4) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members.

5) The submission by a member of this form of proxy will not preclude such member from attending in person and voting at the meeting.

136



Rasoya Proteins LtdReg Off: Village Wanjari,Taluka Wani, Yavtmal - 445004

WadgaonVillage

WadgaonPlant Open Land

Nag

pur

Roa

d

T-PointWani - Yavatmal Bypass Road

Wan

i Rao

d

Wad

gaon

Roa

d

Wan

jari

Roa

d

SquareYavatmal Road

Way to the

venueof the AGM

Way to Wadgaon

Plant

ROUTE MAP OF THE VENUE OF THE 23RD ANNUAL GENERAL MEETING OF THE COMPANY

Notes :

Shre

e R

adhe S

tatio

ners

& P

rinte

rs -

093706 1

6537

rasoya proteins limited - bombay stock exchange bharat nagar branch, nagpur idbi wani branch, wani...

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