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Directors Report of Raj Oil Mills Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 13th Annual Report on the business and operations of the Company and the audited financial statements for the financial year ended March 31, 2015.

1. Financial Summary /Performance of the Company

The financial performance of the Company for the Financial Year ended March 31, 2015 is summarized below:

(Rs. in Lakhs except EPS)

Financial Year Financial Year Ended 31st Ended 31st March,2015 March,2014

Total Income 6265.63 6906.12

Profit before Depreciation and Tax (194.92) (2096.20)

Less : Depreciation 563.68 439.45

Net Profit before Tax (758.60) (2535.64)

Less : Provision for Current Tax Nil Nil

Net Profit before Deferred Tax (758.60) (2535.64)

Less/(Add): Deferred Tax 91.52 Nil

Net Profit after Deferred Tax (850.12) (2535.64)

Add : Balance B/fd from Previous (21779.07) 7270.48

Year

Total Profit available for (22629.20) (21779.07)

Appropriation

Appropriation

Balance carried to Balance Sheet (22629.20) (21779.07)

Earnings Per Share

* Basic (1.13) (40.91)

* Diluted (1.13) (40.91)

2. Dividend

In view of current year loss, your Directors regret their inability to recommend any dividend for the financial year under review.

3. Reserves

In view of current year loss, your Directors regret their inability to carry forward any amount as reserves for the financial year under review.

4. Brief description of the Company's working during the year/State of Company's affair

The net income of the company decreased by 9.27% i.e. from Rs. 69,06,11,946/- in the Financial year 2013- 14 to Rs.62,65,63,745/- in the Financial year 2014- 15. The net loss before tax decreased by 70.08% from Rs. 25,35,64,876/- in Financial Year 2013-14 to Rs. 7,58,59,930/- in 2014-15.

As a result of the above stated financial performance, the EPS has increased from Rs. (40.91) in the financial year 2013-14 to Rs. (1.13) in 2014-15.

5. Change in the nature of business, if any

There is no change in the nature of business as compared to immediately preceding years.

6. Material changes and commitments occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There was no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

7. 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

1. The Board of Directors of the Company at their meeting held on May 29, 2014 had approved the audited financial accounts for the year March 31, 2014. The Company had incurred major losses and the net-worth of the Company has been totally eroded. Further, looking at the financial position of the Company the Board of Directors of the Company at their meeting held on June 6, 2014 has decided to refer the Company to the Board of BIFR and the application to the BIFR Board was submitted on June 9, 2014. The Board of BIFR has accepted the application of the Company and the case has been registered u/s.15 (1) of the Sick Companies (Special Provisions) Act, 1985 with Board as case no. 8/2015 vide order dated 12th January 2015.

2. Further, during the year, Company has received Notices from Company Law Board (CLB) and Registrar of Companies (ROC), Mumbai, Maharashtra, in relation to default made by the Company in repayment of principal amount and interest accrued to the deposit holders on public deposit taken by the Company in terms of Section 58A of the Companies Act, 1956. In this regards, prosecution has been launched against the Company, for which suitable representations and replies have been given by the Company.

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

The Company has an Internal Control Systems in place which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiaries, Joint Ventures during the year under review. However, the Company have associate concerns namely M/s. Raj Oil Mills and M/s. Raj Builders.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement:

There is no transaction made with these concerns during the year hence no consolidation has made.

11. Fixed Deposits:

The details relating to deposits, covered under Chapter V of the Act are stated below:

(a) During the financial year under review the Company has not accepted any fresh deposits.

(b) During the year under review, the unpaid / unclaimed amount (including interest and principal) as at the end of the year stands at Rs.6.84 Crores.

(c) During the year under review, the Company has made default in payment of principal amount and interest accrued to the deposit holders from the Public Deposit taken by the Company. In this regard, the Company has received notice from the Company law Board and the Registrar of Companies for which suitable representations and replies have been made by the Company.

12. Statutory Auditors

You are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration. The retiring auditors, M/s. B. M. Gattani & Co, Chartered Accountants, are eligible for reappointment. A certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013.

M/s. B. M. Gattani & Co. are proposed to be re- appointed as Auditors, to hold office up-to the conclusion of the 15th Annual General Meeting. Pursuant to the provisions of Companies (Audit and Auditors) Rules, 2014, M/s. B. M. Gattani & Co., Chartered Accountants have certified that:

a. They are eligible for appointment and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and rules/regulations made thereunder;

b. The proposed appointment is as per the term provided under the Companies Act, 2013;

c. The proposed appointment is within the limits laid down by or under the authority of the Companies Act, 2013;

d. There are no proceedings against the audit firm or proprietor of the audit firm pending with respect to professional matters of conduct.

The Board of Directors recommends to the shareholders the appointment of M/s. B. M. Gattani & Co., Chartered Accountants, as Statutory Auditors of the Company.

13. Auditors' Report

Observations and explanations made in the annexure to the Auditors' Report are self explanatory and therefore do not call for any further comments under the provisions of the Companies Act, 2013 and hence do not call for any further information and explanation under Section 134 of the Companies Act, 2013

14. Share Capital

At present, the Company has only one class of shares, viz. Equity Shares of Rs.10 each. During the year the Company has allotted shares upon conversion of warrants as detailed below:

Conversion Of Warrants

a) The Board of Directors at their meeting held on May 5, 2014 have converted 39,33,330 warrants out of 2,00,00,000 warrants allotted to Non- Promoters (Person Acting in Concert) into equity shares of Rs. 10/- each. The relevant Form PAS - 3 for allotment of 39,33,330 Equity Shares has been filed to the Registrar of Companies, Maharashtra, Mumbai.

b) Forfeiture Of Warrants

The Board of Directors at their meeting held on May 5, 2014 have forfeited 1,60,66,670 warrants due to non-payment of pending warrant call money. There are no pending warrants due for conversion into equity shares of the company.

15. Extract of the annual return

The extract of the Annual Return in Form No. MGT - 9 forms part of the Board's Report and the same is provided as "Annexure I".

16. Conservation of energy, technology absorption and foreign exchange earnings and outgos are as follows:

The relevant particulars regarding the above are given in "Annexure III" and forms part of this report.

17. Corporate Social Responsibility (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen. The Companies Act, 2013, pursuant to the provision of Section 135, has laid down the requirement for constitution of Corporate Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a certain class or classes of Companies. However, our Company does not fall under the requisite criteria and thus the compliance with the relevant provisions of the Companies Act, 2013 are not applicable.

18. Directors:

(A) Changes in Directors and Key Managerial Personnel

There are no changes in the Directors & KMP of the Company during the year under review. However, during the year company has appointed Ms. Saryu Chimanlal Vora w.e.f. 31st March, 2015 as Non-Executive Independent Women Director.

(B) Declaration by an Independent Director(s) and re- appointment, if any

Declaration by an Independent Di recto r(s) that she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is enclosed.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company and shall not be eligible for reappointment for next five years on passing of a special resolution by the Company

Formal Annual Evaluation

The Board is having a policy of formal annual evaluation and the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.

19. Number of meetings of the Board of Directors

The board shall meet at least four times in a year, with a maximum time gap of four months between any two meetings. The Company holds regular Board Meetings.

During the year under review 10(Ten) Meetings of the Board of Directors of Raj Oil Mills Limited were held during the Financial Year 2014-2015 on the following dates: May 5,2014, May 29, 2014, 6th June,2014, August 14, 2014, November 14, 2014, December 12, 2014, January 22, 2015, February 1, 2015, February 13,2015 and 31st March,2015.

Name of the Director No. of Meetings No. of Meeting held attended

Shaukat S. Tharadra 10 10

Azamkhan F. Lohani 10 10

Abdulla K. Musla 10 10

Rashid I. Tharadra 10 10

Mohammedi T. Singaporewala* 10 NIL

Balasubramanya H. Rudrapatna 10 NIL

Saryu Vora 10 NIL

* MohammediT. Singaporewala has resigned from the directorship of the Company w.e.f. May 3, 2014.

** Saryu Vora has been appointed as Non-Executive Independent Women Director of the Company w.e.f. March 31, 2015

20. Audit Committee

The Board of Directors has constituted and re- constituted from time to time Audit Committee commensurate with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Details of Composition of Audit Committee and dates and attendance at the Audit Committee Meeting are provided in detail in the "Corporate Governance Report" section of the Annual Report.

21. Details of establishment of vigil mechanism for directors and employees

The Board of Directors of the Raj Oil Mills Limited is committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal.

The Company's Vigil Mechanism Policy encourages Directors and employees to bring to the Company's attention, instances of unethical behavior and actual or suspected incidents of fraud or violation of the conduct that could adversely impact the Company's operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company's Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Vigil Mechanism Policy is overseen by the Board of Directors and no employee has been denied access to the Committee. The Vigil Mechanism Policy is available on the Company's website www.rajoilmillsltd.com

22. Nomination and Remuneration Committee

The Board of Directors of the Company have constituted the Remuneration Committee to determine Company's Remuneration Policy, appoint Executive Directors and Senior Employees, having regard to performance standards and existing industry practice, to approve grant of Employees Stock Option, if any, and to administer and superintend the same, recommending remuneration package, if any to all Directors as per the requirements of the Clause 49 of the Listing Agreement for Corporate Governance. Details of Composition of Nomination and Remuneration Committee and dates and attendance at the Nomination and Remuneration Committee Meeting are provided in detail in the "Corporate Governance Report" section of the Annual Report.

23. Remuneration Policy:

The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high calibre talent. The remuneration policy is in consonance with the existing practice in the Industry

Remuneration to Executive Directors:

The Whole Time Directors of the Company are not being paid any remuneration for the year under review. There is no separate service contract entered into by the Company with the Whole Time Directors, the appointment and terms of employment are governed by the Articles of Association of the Company and Resolution passed by the Shareholder of the Company.

Remuneration to Non-Executive Directors:

The Non-Executive Directors of the Company do not draw any remuneration from the Company.

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

The particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are provided below:

Sr. Name of the Amount Key Purpose for No. recipient (Rs. Terms & which the loan Crore) Condi- or guarantee tions or security is proposed to be utilized by the recipient (to be provided only for loan or guarantee or security)

1 AVVAL HOLDINGS P.LTD 0.005 N A Business

2 CHHAGAN MITHA 0.010 N A Business

3 CUPID HEALTH CARE 0.009 N A Business

4 DHARMIN DESAI 0.031 N A Business

5 K.G.KARKERA 0.001 N A Business

6 M.A. LOKHANDWALA 0.012 N A Business

7 LAND AT JAIPUR 0.006 N A Business

8 DEVENDRA KUMAR 0.01 N A Business

25. Particulars of contracts or arrangements with related parties:

There are no materially significant related party transactions during the year. The details of transactions with related parties have been mentioned in notes to accounts point no. 24 the Accounts in the Annual Report. The details of contract or 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 transactions under third proviso thereto are disclosed in Form No. AOC -2 and the same is marked as "Annexure IV"

26. Secretarial Audit Report

Mr. Amit R. Dadheech, Company Secretaries, was appointed as Secretarial Auditors of the Company for the financial year 2014-15 Pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed Form MR- 3 is attached as "Annexure II" and forms part of this report.

The explanations or comments on every qualification, reservation or adverse remark or disclaimer made by the company secretary in practice in the secretarial audit report are self explanatory and not required any further explanations.

27. Risk management policy

The Company, like any other enterprise, is exposed to business risk which can be an internal risks as well as external risks. Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issue can affect our operations and profitability. However the Company is well aware of the above risks and as part of business strategy has formulated a Risk Management Policy.

The Risk Policy approved by the Board, clearly lays down the roles and responsibilities of the various functions in relation to risk management covering a range of responsibilities, from the strategic to the operational. These role definitions, inter alia, provide the foundation for your Company's Risk Management Policy and Framework that is endorsed by the Board and is aimed at ensuring formulation of appropriate risk management procedures, their effective implementation across the Company and independent monitoring and reporting by Internal Audit. Backed by strong internal control systems, the Company is in the process of implementing the current Risk Management Framework that consists of the following key elements:

* The Corporate Risk Management policy facilitates the identification and prioritization of strategic and operational risks, development of appropriate mitigation strategies and conducts periodic reviews of the progress on the management of identified risks

* A combination of risk policy and unit wise evolved procedures brings robustness to the process of ensuring that business risks are effectively addressed.

* Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

* The periodical planning exercise requires all units to clearly identify their top risks and set out a mitigation plan with agreed timelines and accountability. Top Management and Unit heads confirm periodically that all relevant risks have been identified assessed, evaluated and that appropriate mitigation systems have been implemented.

The combination of policies and processes as outlined above is expected to adequately address the various risks associated with your Company's businesses.

28. 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 appropriated accounting policies has been selected 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 for the year ended 31st March,2015 and of the Loss of the company for that period;

(c) the proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis; (e) the proper internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(e) the proper systems has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013"the Company has in place a formal policy for prevention of sexual harassment of its women employees.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints received : NIL Number of Complaints disposed off : NIL

30. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to survive during this hardship.

By Order of the Board of Directors For Raj Oil Mills Limited

Sd/- Shaukat S. Tharadra Date: September 4, 2015 Chairman & Managing Director Place: Mumbai DIN: 01598234






Mar 31, 2014

To The Members,

RAJ OIL MILLS LIMITED

We are pleased to present the 12th Annual Report together with the audited statements of accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The financial performance of the Company for the Financial Year ended March 31, 2014 is summarized below:

(Rs. in Lakhs except EPS)

Financial Year Financial Year Ended Ended March 31, 2014 March 31, 2013

Total Income 6906.12 12848.40

Profit before Depreciation and Tax (2096.20) (1353.16)

Less : Depreciation 439.45 443.64

Net Profit before Tax (2535.64) (1796.80)

Less : Provision for Current Tax Nil Nil

Net Profit before Deferred Tax (2535.64) (1796.80)

Less/(Add): Deferred Tax Nil 275.63

Net Profit after Deferred Tax (2535.64) (2072.43)

Add : Balance b/f from Previous Year 7270.48 9342.91

Total Profit available for Appropriation (21779.07) 7270.48

Appropriation

Balance carried to Balance Sheet (21779.07) 7270.48

Earning Per Share

- Basic (40.91) (2.92)

- Diluted (40.91) (2.28)

OPERATIONS& OUTLOOK

The sales of the company decreased by 46% from Rs. 1,27,39,09,989 in the financial year 2012-13 to Rs. 67,98,52,346 in 2013-14. The net loss before tax increased by 41% from Rs.17,96,80,765 in financial year 2012-13 to Rs. 25,35,64,876 in 2013-14.

As a result of the above stated financial performance, the EPS has decreased from Rs.(2.92) in the financial year 201 2-1 3 to Rs. (40.91) in 2013-14.

SHARE CAPITAL

At present, the Company has only one class of shares, viz. Equity Shares of Rs.10 each.

CONVERSION OF WARRANTS

The Board of Directors at their meeting held on May 5, 2014 have converted 39,33,330 warrants into equity shares of Rs. 10/- each out of 2,00,00,000 warrants allotted to Non - Promoters (Person Acting in Concert).

FORFEITURE OF WARRANTS

The Board of Directors at their meeting held on May 5, 2014 have forfeited 1,60,66,670 warrants due to non-payment of pending warrant call money. There are no pending warrants due for conversion into equity shares of the company.

DIVIDEND

In view of current year loss, your Directors regret their inability to recommend any dividend for the financial year under review.

FIXED DEPOSITS

During the year under review, the Company had defaulted in payment of principal and interest amount due to the deposit holders before the due date. In this regard the Company has also received notices from the Company law Board and the Registrar of Companies for which suitable representations and replies have been given.

During the financial year under review the Company has not accepted any fresh deposits.

INTERNAL CONTROL SYSTEM

The Company has adequate Internal Control Systems which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. During the period under review, your Company appointed Chartered Accountants, as Internal Auditors of the Company.

DIRECTORS

During the year under review, Mr. Deepak Madia, Mr. N. V. Patel (Non- Executive Independent Directors) have resigned from the directorship of the Company on January 1,2014 and Mr. M. Singaporewala (Non- Executive Independent Director) has resigned on May 3, 2014 from the directorship of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

(b) Appropriate accounting policies have been selected 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 for the year ended March, 31, 2014 and Loss of the Company for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and,

(d) The annual accounts have been prepared on a going concern basis.

EMPLOYEE STOCK OPTION PLAN (ESOP), 2012

The Board of Directors at their meeting held on 26th August, 2011, and the Shareholders at their meeting held on September 27, 2011 approved the Employee Stock Option Scheme titled as "ESOP 2011", granting stock options to the eligible employees of the Company. However the Company has so far not allotted any shares as part of ESOP 2011.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year

under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements as set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from a Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance is attached to this Report.

AUDITOR & AUDITORS'' REPORT

You are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration. The retiring auditors, B. M. Gattani & Co, Chartered Accountants, are eligible for reappointment. A certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under Section 1 39 of the Companies Act, 201 3.

M/s. B. M. Gattani & Co. are proposed to be re-appointed as Auditors, to hold office up-to the conclusion of the 1 5th Annual General Meeting.

Pursuant to the provisions of Companies (Audit and Auditors) Rules, 2014, M/s. B. M. Gattani & Co., Chartered Accountants have certified that:

a. They are eligible for appointment and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and rules/regulations made thereunder;

b. The proposed appointment is as per the term provided under the Companies Act, 201 3;

c. The proposed appointment is within the limits laid down by or under the authority of the Companies Act, 201 3;

d. There are no proceedings against the audit firm or any partner of the audit firm pending with respect to professional matters of conduct.

The Board of Directors recommends to the shareholders the appointment of M/s. B. M. Gattani & Co., Chartered Accountants, as Auditors of the Company.

Observations made in the annexure to the Auditors'' Report are self explanatory and therefore do not call for any further comments under the provisions of the Companies Act, 1956 and hence do not call for any further information and explanation under 217(3) of the Companies Act, 1956.

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

Particulars required under section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

(a) Conservation of Energy

Company makes evaluation on a continuous basis to

explore new technologies and techniques to make the operations of crushing and filtration more energy efficient. This includes regular maintenance of machineries and regular check-up of energy consuming devices. Total energy consumption and energy consumption per unit of production is prescribed in Form A of Annexure I to this report.

(b) Research and Development

Company has made efforts in developing new packaging and new products to make its products duplicate proof and tamper proof, which has yielded good response from the customers.

(c) Technology absorption and Adaptation

Your Company has continuously adapted latest technology and best practices from the industry and efforts will continue in future.

(d) Foreign Exchange Earning and Outgo:

The relevant information in respect of the foreign exchanges earnings and outgo for the year ended on 31st March, 2014 are as follows:

Foreign Exchange Earnings-Rs. NIL(Previous Year: Rs. NIL)

Foreign Exchange Outgo -Rs. NIL (Previous Year: Rs. 1.30 crore)

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, the Company has no employees who were in receipt of the remuneration of Rs. 60,00,000/- or more per annum during the financial year ended 31st March, 2014 or Rs. 5,00,000/- or more per month during any part of the said year.

EMPLOYEE RELATIONS & HUMAN RESOURCES

Employee relations were cordial during the year and the Board would like to place on record its deep appreciation to all the employees of the Company for their dedicated services and performance in quantitative and qualitative parameters. The Company believes that its employees are a key differentiator, especially in FMCG sector and a competitive business environment.

COMPANY SECRETARY

The Company is required to appoint a Company Secretary in Whole-time employment of the Company under section 383A (1) of the Companies Act, 1956 (corresponding relevant section 203 of the Companies Act, 2013). The Company is finalizing the suitable candidate holding a membership of the Institute of the Company Secretaries of India.

REFERRAL TO THE BOARD FOR INDUSTRIAL RECONSTRUCTION

The Board of Directors of the Company at their meeting held on May 29, 2014 had approved the audited financial accounts for the year March 31,2014. The Company had incurred major losses and the net-worth of the Company have been totally eroded. Further, looking at the financial position of the Company the Board of Directors of the Company at their meeting held on June 6, 2014 has decided to refer the Company to the Board of BIFR and the application to the BIFR Board was submitted on June 9, 2014. However, the Board of

BIFR has still not accepted the application of the Company. Further the Board of Directors of the Company has made application to the AIFR for reviewing the decision of the BIFR, for admission of Company''s application.

PENDING LEGAL SUITS

Apart from the notices received by the Company from the Company Law Bench, Mumbai Region and Registrar of Companies, Mumbai, for default in re-payment of interest and principal amount of the public deposits, the Company has received notices, including notices for winding up, from its secured creditors for non-payment of installments on continuous basis. The legal representatives / consultants / lawyer have replied to various notices on timely basis and relevant suits filed against the Company are pending before Hon''ble High Court of judicature at Bombay.

ACKNOWLEDGEMENTS

We would like to express our deep sense of appreciation for the assistance and co-operation received from our Bankers, Government Authorities, Stakeholders, Investors, Clients, Distributors, Vendors and Other Business Associates during the year under review.

We also take this opportunity to appreciate the contribution made by our Employees at all levels for their dedicated service. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors For Raj Oil Mills Limited

Place: Mumbai Shaukat S. Tharadra Date: September 4, 2014 Chairman & Managing Director DIN: 01598234


Mar 31, 2013

To The Members of RAJ OIL MILLS LIMITED

The are pleased to present the Eleventh Annual Report together with the audited statements of accounts of the Company for the financial year ended March 31, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the Financial Year ended March 31, 2013 is summarized below:

(Rs. in Lakhs except EPS)

Financial Year Financial Year Ended Ended March 31, 2013 March 31, 2012

Total Income 12848.40 34240.66

Profit before

Depreciation and Tax (1353.16) (575.21)

Less : Depreciation 443.64 416.03

Net Profit before Tax (1796.80) (991.24)

Less : Provision

Less : for Current Tax

Net Profit before Deferred Tax (1796.80) (991.24)

Less/(Add): Deferred Tax 275.63 190.14

Net Profit after Deferred Tax (2072.43) (1181.39)

Add : Balance b/f from

Add : Previous Year 9342.91 10524.30

Total Profit available

for Appropriation 7270.48 9342.92

Appropriation

Issuance of Bonus Share

Balance carried to

Balance Sheet 7270.48 9342.92

Earning Per Share

– Basic (2.92) (3.28)

– Diluted (2.28) (3.28)

OPERATIONS

During the year under the review, the Company’s sales decreased from Rs. 341,38,74,552 to Rs. 127,39,09,989 on account of changing market conditions characterized by demand supply mismatch. In order to improve its operational performance and to revitalize its growth strategy, the Company has resorted to following measures during the year under review:

- Stocking of raw materials purchased at favourable prices

- Effective budgeting of productions plans

- Stringent alignment of production and procurement time with execution of sales orders

- Monitoring and if necessary, reduction of least profitable stockiest

- Focus on Sales Regions with higher returns

- Targets to cost centres for effective cost reduction. SHARE CAPITAL

At present, the Company has only one class of shares, viz.

Equity Shares of Rs.10 each.

ALLOTMENT DURING THE YEAR

During the periof under review the Company has allotted 3,50,00,000 Equity Shares underlying 7,00,000 GDR’s for which the Company has received Listing and Trading approval from the Stock Exchanges where the securities of the Company are listed.

DIVIDEND

In view of current year loss, your Directors regret their inability to recommend any dividend for the financial year under review.

FIXED DEPOSITS

During the year under review, the Company had defaulted in payment of principal and interest amount due to the deposit holders before the due date. In this regard the Company had also received notices from the Company law Board and the Registrar of Companies for which suitable representations and replies have been given.

During the current financial year the Company has not accepted any fresh deposits.

INTERNAL CONTROL SYSTEM

The Company has adequate Internal Control Systems which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. During the period under review, your Company re-appointed M/s. K. C. Jain Kala & Co., Chartered Accountants, as Internal Auditors of the Company.

DIRECTORS

Mr. Shaukat Tharadra and Mr. Azamkhan Lohani, Directors of the Company, retire by rotation and being eligible to offer themselves for re-appointment at the ensuing Annual General Meeting.

The Board recommends to the members the resolution for appointment and re-appointment of the Directors mentioned above.

CHIEF EXECUTIVE OFFICER

Mr. Manavendra Gokhale, Chief Executive Officer (“CEO”) of the Company is no longer associated with the organization.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

(b) Appropriate accounting policies have been selected 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 for the year ended March, 31, 2013 and loss of the Company for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and,

(d) The annual accounts have been prepared on a going concern basis.

EMPLOYEE STOCK OPTION PLAN (ESOP), 2011 The Board of Directors at their meeting held on 26th August, 2011, and the Shareholders at their meeting held on September 27, 2011 approved the Employee Stock Option Scheme titled as “ESOP 2011”, granting stock options to the eligible employees of the Company. However the Company has so far not allotted any shares as part of ESOP 2011.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements as set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual

Report.

The requisite Certificate from a Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance is attached to this Report.

AUDITOR & AUDITORS’ REPORT

You are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration. The retiring auditors, B. M. Gattani & Co, Chartered Accountants, are eligible for reappointment. A certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Observations made in the annexure to the Auditors’ Report are self explanatory and therefore do not call for any further comments under the provisions of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

Particulars required under section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

(a) Conservation of Energy

Company makes evaluation on a continuous basis to explore new technologies and techniques to make the operations of crushing and filtration more energy efficient. This includes regular maintenance of machineries and regular check-up of energy consuming devices. Total energy consumption and energy consumption per unit of production is prescribed in Form A of Annexure I to this report.

(b) Research and Development

The Company has constantly carried out research and development on its own in coming up with new products and applications related with personal care, hair care and Ayurvedic products. Company has also made efforts in developing new packaging and new products to make its products duplicate proof and tamper proof, which has yielded good response from the customers.

(c) Technology absorption and Adaptation

Your Company has continuously adapted latest technology and best practices from the industry and efforts will continue in future. Our addition to the planned CAPEX and alliances bring technical up gradation & inputs. (d) Foreign Exchange Earning and Outgo:

The relevant information in respect of the foreign exchanges earnings and outgo for the year ended on 31st March, 2013 are as follows:

Foreign Exchange Earnings Rs. Nil (Previous Year: Rs. Nil)

Foreign Exchange Outgo Rs. 1.30 Cr (Previous Year: Rs. Nil)

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, the Company has no employees who were in receipt of the remuneration of Rs. 60,00,000/- or more per annum during the financial year ended 31st March, 2013 or Rs. 5,00,000/- or more per month during any part of the said year. EMPLOYEE RELATIONS & HUMAN RESOURCES Employee relations were cordial during the year and the Board would like to place on record its deep appreciation to all the employees of the Company for their dedicated services and performance in quantitative and qualitative parameters. The Company believes that its employees are a key differentiator, especially in FMCG sector and a competitive business environment. COMPANY SECRETARY

The Company is required to appoint a Company Secretary in Whole-time employment of the Company under section 383A(1) of the Companies Act, 1956. Ms. Yogini Chaukar, as Associate Company Secretary was appointed as the Company Secretary of the Company w.e.f. October 1, 2012, but due to some other personal commitments, she resigned from the post of Company Secretary on February 2, 2013. The Company is in the process of finalizing the suitable candidate holding a valid membership of the Institute of the Company Secretaries of India.

COST AUDITOR

The Company is in the process of appointing a Cost Auditor holding a valid membership of the Institute of Cost & Works Accountant to conduct cost audit of the Company as specified under the Cost Audit Rules, 2011.

ACKNOWLEDGEMENTS

We would like to express our deep sense of appreciation for the assistance and co-operation received from the our Bankers, Financial Institutions, Government Authorities, Stakeholders, Investors, Clients, Distributors, Vendors and Other Business Associates during the year under review. We also take this opportunity to appreciate the contribution made by our Employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, co- operation and support.

For and on behalf of the Board of Directors

For Raj Oil Mills Limited

Place: Mumbai Shaukat S. Tharadra

Date: December 2, 2013 Chairman & Managing Director


Mar 31, 2012

We are pleased to present the Tenth Annual Report together with the audited statements of accounts of the Company for the financial year ended March 31,2012.

FINANCIAL RESULTS

The financial performance of the Company for the Financial Year ended March 31,2012 is summarised below:

(Rs. in Lakhs except EPS)

Financial Year Ended Financial Year Ended March 31,2012 March 31,2011

Total Income 34240.66 49536.63

Profit before Depreciation and Tax (575.21) 3,753.78

Less: Depreciation 416.03 241.39

Net Profit before Tax (991.24) 3,512.39

Less: Provision for Current Tax -- 916.50

Net Profit before Deferred Tax (991.24) 2,595.89

Less/(Add): Deferred Tax 190.14 563.72

Net Profit after Deferred Tax (1181.39) 2,032.17

Add: Balance b/ffrom Previous Year 10524.30 8,492.13

Total Profit available for

Appropriation 9342.92 10,524.30

Appropriation - --

Balance carried to Balance Sheet 9342.92 10,524.30

Earning Per Share

-Basic (3.28) 5.64

-Diluted (3.28) 5.64

OPERATIONS

During the year under review, your Company's financial performance is as follows:

- Sales decreased from Rs. 494.28 Crores to Rs. 341.39 Crores.

- EBIDTA decreased from Rs. 47.96 Crores to Rs. 8.86 Crores.

- Networth decreased from Rs.258.48 Crores to Rs. 246.96 Crores.

- Cost Effective Process with the technique of ERP has been started at Head office and Manor plant.

- Mother Godowns Locations finalized and supporting C&F/Stockist appointed and functioning to the extend distribution.

SHARE CAPITAL

At present, the Company has only one class of shares, viz. Equity Shares of Rs. 10 each.

ALLOTMENT DURING THE PERIOD

During the period under review the Company has allotted 3,50,00,000 Equity Shares underlying 7,00,000 GDR's for which the Company has received Listing and Trading Approval from the Stock Exchanges where the securities of the Company are listed.

DIVIDEND

In view of current year loss, your Directors regret their inability to recommend any dividend for the financial year under review.

FIXED DEPOSITS

During the period Company has accepted fixed deposit from the public under the provision of Section 58A and 58AA or any relevant provision of the companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. However, the Company had defaulted in payment of principal and interest amount due to the deposit holders before the due date. In this regard the Company had also received notices from the Company law Board and the Registrar of Companies for which suitable representations and replies have been given.

INTERNAL CONTROL SYSTEM

The Company has adequate Internal Control Systems which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. During the period under review, your Company appointed M/s. K. C. Jain Kala & Co., Chartered Accountants, as Internal Auditors of the Company.

DIRECTORS

Mr. Abdulla K. Musla and Mr. Narottam V. Patel, Directors of the Company, retire by rotation and being eligible to offer themselves for re-appointment at the ensuing Annual General Meeting.

The Board recommends to the members the resolution for appointment and re-appointment of the Directors mentioned above.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

(b) Appropriate accounting policies have been selected 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 for the year ended March 31,2012 and Profit of the Company for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and,

(d) The annual accounts have been prepared on a going concern basis.

EMPLOYEE STOCK OPTION PLAN (ESOP), 2011

The Board of Directors at their meeting held on August 26, 2011, and the Shareholders at their meeting held on September 27, 2011 approved the Employee Stock Option Scheme titled as "ESOP 2011", granting stock options to the eligible employees of the Company. However the Company has so far not allotted any shares as part of ESOP 2011.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements as set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from a Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance is attached to this Report.

AUDITOR & AUDITORS' REPORT

M/s. Agarwal, Desai & Shah, Chartered Accountants, Mumbai, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and has shown their unwillingness to continue as the Statutory Auditors of the Company due to their pre - occupation in other matters and hence not offered themselves for re- appointment.

The Board of Directors of the Company has served a special notice under section 225(1) of the Companies Act, 1956 and recommended M/s. B. M. Gattani & Co. Chartered Accountants, to be the Statutory Auditors of the Company till the conclusion of the next annual general meeting.

The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of section 224 of the Companies Act, 1956.

Observations made in the annexure to the Auditors' Report are self explanatory and therefore do not call for any further comments under the provisions of the Companies Act, 1956.

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

Particulars required under section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows: '

(a) Conservation of Energy

Company makes evaluation on a continuous basis to explore new technologies and techniques to make the operations of crushing and filtration more energy efficient. This includes regular maintenance of machineries and regular check-up of energy consuming devices. Total energy consumption and energy consumption per unit of production is prescribed in Form A of Annexure I to this report.

(b) Research and Development

The Company has constantly carried out research and development on its own in coming up with new products and applications related with personal care, hair care and Ayurvedic products. Company has also made efforts in developing new packaging and new products to make its products duplicate proof and tamper proof, which has yielded good response from the customers.

(c) Technology absorption and Adaptation

Your Company has continuously adapted latest technology and best practices from the industry and efforts will continue in future. Our addition to the planned CAPEX and alliances bring technical upgradation & inputs.

(d) Foreign Exchange Earning and Outgo:

The relevant information in respect of the foreign exchanges earnings and outgo for the year ended on 31st March, 2012 are as follows:

Foreign Exchange Earnings - Rs.NIL(Previous Year: Rs. NIL)

Foreign Exchange Outgo - Rs. NIL(Previous Year: Rs.1,91,000/-)

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, the Company has no employees who were in receipt of the remuneration of Rs. 60,00,000/- or more per annum during the financial year ended 31st March, 2012 or Rs. 5,00,000/- or more per month during any part of the said year.

EMPLOYEE RELATIONS & HUMAN RESOURCES

Employee relations were cordial during the year and the Board would like to place on record its deep appreciation to all the employees of the Company for their dedicated services and performance in quantitative and qualitative parameters. The Company believes that its employees are a key differentiator, especially in FMCG sector and a competitive business environment.

COMPANY SECRETARY

The Company is required to appoint a Company Secretary in Whole-time employment of the Company under section 383A(1) of the Companies Act, 1956. The Company is finalising the suitable candidate holding a membership of the Institute of the Company Secretaries of India.

ACKNOWLEDGEMENTS

We would like to express our deep sense of appreciation for the assistance and co-operation received from the our Bankers, Financial Institutions, Government Authorities, Stakeholders, Investors, Clients, Distributors, Vendors and Other Business Associates during the year under review.

We also take this opportunity to appreciate the contribution made by our Employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors For Raj Oil Mills Limited

Shaukat S. Tharadra

Chairman & Managing Director

Place: Mumbai Date : August 28,2012


Mar 31, 2010

We are delighted to present the Eight Annual Report on the business and operations together with the audited statements of accounts of the company for the 15 months period ended 31st March 2010.

FINANCIAL RESULTS (Rs. in Lakhs except EPS)

15 Months Period Year ended ended March 31, 2010 December 2008

Total Income 46,196.63 31,775.59

Profit before Depreciation and Tax 5,424.07 4,632.90

Less: Depreciation (188.53) (102.99)

Net Profit before Tax 5,235.54 4,529.91

Less : Provision for Current Tax, Fringe Benefit Tax and Wealth Tax (1,816.16) (1,546.56)

Net Profit before Deferred Tax 3419.38 2983.35

Deferred Tax 170.1 (21.48)

Net Profit after Deferred Tax 3589.48 2,961.87

Add : Balance b/f from Previous Year 4902.64 1,940.76

Total Profit available for Appropriation 8492.12 4,902.64

Appropriation

Issuance of Bonus Share - -

Balance carried to Balance Sheet 8492.12 4,902.64

Earning Per Share

- Basic 11.39 11.87

-Diluted 11.39 11.87

CHANGE IN FINANCIAL YEAR OF THE COMPANY

Since its incorporation, your Company had adopted the twelve-month period commencing from January 1 and ending on December 31 as its accounting year. In order to align with the provisions of Income Tax Act, 1961 and to obviate the difficulties of maintaining accounts and other relevant records, the Financial Year of the Company was changed from January 1 to December 31 to April 1 to March 31 at the Meeting of Board of Directors of the Company held on October 5, 2009.

OPERATIONS

During the period under review, your Company achieved following unprecedented growth both in terms of sales and profit.

- Sales increased from 317.76 Crs to Rs. 461.97 Crs.

- EBIDTA increased from Rs. 52.29 Cr to 65.41 Crs.

- Distributable profit increased from 29.62 Crs to 35.89 Crs.

- Networth up by from Rs. 100.33 Crs. To 239.32 Crs

- Commencement of Commercial Production at Jaipur

- State of Art Refinery getting commissioned and going full stream within weeks at Manor

- Cost Effective Processes being implemented at operational venues

- Warehousing for Seed Storage and Economical Sourcing taken up

- Planning of Mother Godowns and supporting C&F / Stockiest

- Focus on enhanced width and depth of Distribution completed for the First Phase. Further Phases (II & III) planned. Phase II into implementation

- Quality Control and Quality Assurance practices reviewed and predictions and preventive practices analysed. Process changes being implemented

SHARE CAPITAL

At present, the company has only one class of shares, viz. equity shares of Rs.10 each.

(a) Authorised Capital

The Authorized Capital of the Company is Rs. 40,00,00,000/- (Rupees Forty Crores only) divided into 4,00,00,000 (Four) Equity Shares of Rs. 10/- (Rupees Ten) each only.

(b) Allotment during the period

During the period under review, the Company allotted 95,00,008 Equity Shares of Rs. 10/- each at a premium of Rs. 110/- each on August 4, 2009 pursuant to its Initial Public Offering. The Equity Shares of the Company were listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited on August 12, 2009.

RESERVE & SURPLUS

The increase in Reserve & Surplus represents the amount transferred from Share Premium Account and the profits derived during the year after making provision for current taxation.

DIVIDEND

In order to conserve the resources of the Company, board has decided not to give any dividend for current year.

DEFERRD TAX

The Deferred Tax Liability has reduced due to expenditure under Section 35D of the Income Tax Act, 1961.

INTERNAL CONTROL SYSTEM

The Company has an adequate internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. During the period under review, your Company appointed M/s Kailash Chand Jain & Co., Chartered Accountants, as Internal Auditors of the Company.

DIRECTORS

Mr. Sunil Mistry was appointed as Additional Director of the Company effective from May, 31, 2010. In terms of Section 260 of the Companies Act, 1960, he shall hold office only upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a Member proposing his candidature for the office of Director liable to retire by rotation.

Mr. Azamkhan F. Lohani and Mr. Rashid I. Tharadra, Directors of the Company, retire by rotation and being eligible, offer themselves for re - appointment at the ensuing Annual General Meeting.

Mr. B.V. Ratanghayra, Director, resigned from the Board on October 5, 2009. Mr. Sunderji Gosar was appointed as Additional Director of the Company on December 14, 2009 and resigned from the Board on May 18, 2010.

The Board placed on record its deep sense of appreciation for the invaluable contribution made by Mr. B.V. Ratanghayra and Mr. Sunderji Gosar during their tenure as Directors of the Company.

AUDITORS AND AUDITORS REPORT

A special notice in terms of Section 190 of the Companies Act, 1956, has been received under Secion 225 (1) from a Member proposing the appointment of M/s Agarwal, Desai & Shah, Chartered Accountants, Mumbai, as Auditors of the Company, in place of M/s M. K. Gohel & Associates, Chartered Accountants, Mumbai, the retiring Auditors of the Company. The retiring auditors of the Company have no representation to make for notification to the Members of the Company relating to special notice.

The observation of Auditors in their report read with the relevant notes to accounts in Schedule "23" are self-explanatory and do not require further explanation.

HUMAN RESOURCES

The Statement pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 has been annexed as Annexure I.

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

Particulars required under section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

(a) Conservation of Energy

Company makes evaluation on a continuous basis to explore new technologies and techniques to make the operations of crushing and f ilteration more energy efficient. This includes regular maintenance of machineries and regular check-up of energy consuming devices. Total energy consumption and energy consumption per unit of production in prescribed Form A is given in Annexure to this report.

(b) Research and Development

The Company has constantly carried out research and development on its own in coming up with new products and applications related with personal care, hair care and Ayurvedic products. Company has also made efforts in developing new packaging and new products to make its products duplicate proof and temper proof, which has yielded good response from the customers.

(c) Technology absorption and Adaptation

Your Company has continuously adapted latest technology and best practices from the industry and efforts will continue in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the accounts, the applicable accounting standards have been followed. However attention is drawn specifically to note 14 to Schedule 23.

(b) Appropriate accounting policies have been selected and applied and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the period ended March 31, 2010 and of the profit of the Company for the period ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and,

(d) The accounts have been prepared on a going concern basis.

The Qualification of the Auditors in their Report to the Members in connection with the disclosures pertaining to Accounting Standard 15 on Accounting for Retirement Benefits is self-explanatory. Adequate explanations have been provided in the relevant notes to accounts. Hence no Additional Explanation is considered necessary.

EMPLOYEE RELATIONS & HUMAN RESOURCES

Employee relations were cordial during the year and the Board would like to place its appreciation to all the employees of the company for their dedicated services and performance in quantitative and quantitative parameters. The company believes that its people are a key differentiator, especially in FMCG sector and a competitive business environment.

ACKNOWELDGEMENTS

We thank our banks, investors, clients, distributors, vendors and other business associates for their continued support towards conduct of efficient operations of the Company throughout the year.

We take this opportunity to appreciate the contribution made by our employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

Shaukat S. Tharadra Chairman & Managing Director

Place : Mumbai Date: September 3, 2010




Dec 31, 2008

We are delighted to present the Seventh Annual Report on the business and operations together with the audited statements of accounts of the company for the year ended 31st December 2008.

FINANCIAL RESULTS

(Rs. in Lakhs except EPS)

Year ended December3lst 2008 2007

Total Income 32,123.12 23,992.11

Profit before Depreciation and Tax 4,632.91 2,920.07

Less .Depreciation (102.99) (79.42)

Net Profit before Tax 4,529.93 2,840.65

Less: Provision for Current Tax (1,546.56) (978.50)

Less: Provision for Deferred Tax (21.48) (46.95)

Net Profit after Current Tax 2,961.89 1,815.20

Add; Balance b/f from Previous Year 1,940.77 948.57

Total Profit available for Appropriation 4,902.65 2,763.77

Appropriation

Issuance of Bonus Share - (823.00)

Balance carried to Balance Sheet 4,902.65 1,940.77

Earning (Rs.) Per Share -Basic 11.87 10.47

-Diluted 11.87 10.47

OPERATIONS

During the year under review, your Company achieved following unprecedented growth both in terms of sales and profit.

- Sales Voulme gone up 35% from 24,822 tonnes to 33,621 tonnes.

- Sales gone up by 33% from Rs. 239.92 Crores to Rs. 317.65 Crores.

- EBIDTA margins up by 62 % from Rs. 32.13 Crores to Rs. 52.29 Crores.

- Distributable profit up by 63 % from Rs. 18.16 Crores to Rs. 29.61 crores.

- Networthupby 131 % from Rs. 43.39 Crores to Rs. 100.33 Crores

- EPS up by 13% from Rs. 10.47 per share to Rs. 11.87.

Trial Production started at Jaipur Plant, your Board is confident to commence commercial production at Jaipur in the month of November, 09. Which will further reduce the cost of mustard and seasome oil which in turn will increase the profitability of the these products.

SHARE CAPITAL

At present, the company has only one class of shares, viz. equity shares of Rs. 10 each.

(a) Increase in Authorised Capital

Company has increased the Authorised Share Capital of the Company during the period from Rs. 30,00,00,000/- (Rupees Thirty Crore) divided into 3,00,00,000 (Three crore) Equity Shares of Rs. 10/- each to Rs. 40,00,00,000/- (Rupees Forty Crore) divided into 4,00,00,000 (Four Crores) Equity Shares of Rs. 10/- each by the addition of 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each, ranking pari-passu with the existing Equity Shares of the Company. The Special Resolution for the same has already been passed in the Extra Ordinary General Meeting held on March 26,2008.

(b) Allotment during the period

Company has made following preferential allotment of Equity Shares for cash during the year.

Date of Number of Issue Price Total Allotment Equity Shares including Premium Amount (Rs.)

January 8,2008 8,33,000 10 83,30,000

January 11,2008 50,00,000 10 5,00,00,000

February 28,2008 3,36,500 50 1,68,25,000

March25,2008 3,50,400 50 1,75,20,000

November 5,2008 15,00,000 120 18,00,00,000

Total 80,19,900 27,26,75,000

RESERVE & SURPLUS

The increase in reserve & surplus represents the amount transferred from the profits derived during the year after making provision for current taxation and security premium.

DIVIDEND

In order to conserve the resources of the Company & on account of ongoing operation programme undertaken by the co., the board has decided not to give any dividend for current year.

THE INDIAN ECONOMY AND THE OVERVIEW OF THE EDIBLE OIL SECTOR IN INDIA

The size of the Indian oilseeds-based sector is estimated at US$ 16.5 billion (inclusive of exports and imports). India is the worlds fourth largest vegetable oil economy. Currently, India accounts for 7.4% of world oilseeds output; 6.1% of world oilmeal production; 3.9% of world oilmeal export; 5.8% of world vegoil production; 11.2% of world vegoil import; and 9.3% of the world edible oil consumption (Source: Oil World). The estimated land under cultivation for oilseed in India is 25 - 26 million hectares.

Indias annual consumption is around 12 million tonnes vis-a-vis Chinas 14.5 million tonnes. However, Indias per capita consumption at 10.2 kgs per annum is considerably lower compared to global standards. India is also a leading producer of oilseeds, contributing 7-8% of world oilseed production. India is estimated to account for around 6% of the worlds production of edible oils. Though it has the largest cultivated area under oilseeds in the world, crop yields tantamount to only 50-60% of the worlds average. India is the fifth largest producer of oilseeds in the world, behind US, China, Brazil, and Argentina. Since 1995, Indian share in world production of oilseeds has been around 8-10%.

In midst of global slowdown, India was one of the few economies in the world to foster growth of more than 6% during the Financial Year ended 2008. The growth was constrained by the lackluster performance of manufacturing sector and agricultural sector, which grew at little over 3 % and 1% respectively, for the fiscal ended December 2008.

The slowdown in Growth was exemplified by the Growth in inflation, which grew from 6.37% for the Financial Year ended December 2007 to 8.38 % for the Financial Year ended December 2008, volatility in crude oil Prices, which rose from $92 per barrel at the beginning of the year, to $ 13 7 per barrel in the month of July, and closed the year at $ 35 per barrel and the devaluation of Rupee from Rs. 39.40 as on December 31,2007 to Rs.48.40 as on December 31,2008.

The slowdown of the economy had its effect on the Edible Oil Sector. In the beginning of the year a sudden rise in the prices of Edible Oil in the International and Domestic market had forced the Government to ban the export of Edible Oil from India. The basic intention of the Government behind this ban was to increase the supply of edible oil in the domestic market and to spiral inflation.

The last quarter of the Financial Year 2008 saw a specious fall in the crude oil prices.

The unprecedented fall and the devaluation of the Indian Rupee has forced the Ministry to reconsider its ban on the export of edible oil and to increase duty on the edible oil imported into India.

If the Government succeeds in implementing these policies, than the Indian Edible Oil manufacturers will be able to offer their products at competitive prices.

INTERNALCONTROLSYSTEM

The Company is taking step to implement internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly.

LOAN AVIALED FROM BARCLAYS BANK PLC

The Company has vide a Multi-Option Facility Agreement dated March 29, 2008, availed of a credit facility on INR 1,000.00 lacs from Barclays Bank PLC. As per the terms stipulated in the aforesaid Agreement the Company was unable to create charge on its immovable properties, Fixed Assets and Current Assets within 180 days from the date of its first disbursement. Therefore the Company was required to pay the entire amount by December 31,2008. The amount to be repaid as on March 31,2009 is 150.90 Lacs. The Company is taking steps to repay the outstanding amount at the earliest.

DIRECTORS

During the year under review, the Company had appointed Mr. B.V. Ratanghayra, Mr. Mohamedi Singaporewala, Mr. Narotambhai Patel and Dr. Balusubramanya Rudrapatna were appointed as Additional Directors of the Company at the Meeting of Board of Directors held on February 28,2008, with effect from February 29,2008.

Their appointment was regularised as Directors of the Company at the Annual General Meeting of the Company held on April 21,2008.

Mr. Shaukat S. Tharadra, Chairman and Managing Director of the Company and Mr. Abdulla K. Musla, Director of the Company, being liable to retire by rotation at the ensuing Annual General Meeting of the Company under the provisions of Section 255 of the Companies Act, 1956, offered themselves for re-appointment

COMMITTEES OF THE BOARD

(1) Audit Committee

The Audit Committee, constituted by the Board of Directors at its meeting held on November 14, 2003, in accordance with Section 292A of the Companies Act, 1956 was reconstituted on April 25,2008. The composition of the Audit Committee after re - constitution is as under: *

Name of the Director Category Position in the Audit Committee

Mr. Bhimji V. Ratanghayra Independent Director Chairman

Mr. Mohamedi T. Singaporewala Independent Director Member

Mr. Narotambhai V. Patel Independent Director Member

Meetings and attendance during the year:

The Audit Committee met two times during the year on March 11,2008 and September 25,2008. The attendance at the Audit Committee meetings was as under:

Name of the Director No. of Meetings* Meetings Attended*

ShaukatS.Tharadra 4 1

AbdullaK.Musla 4 1

Rashidl.Tharadra 4 1

Mr. Bhimj i V. Ratanghayra 4 0

Mr. MohamediT. Singaporewala 4 3

Mr.NarotambhaiV.Patel 4 3

* The Audit Committee constituted by the Board, vide Resolution passed on November 14,2003, and consisting of Mr. Shaukat S. Tharadra, Mr. Abdulla K. Musla and Mr. Rashid I. Tharadra was reconstituted on April 25, 2008.The newly formed Audit Committee consists of Mr. Bhimji V. Ratanghayra, Mr. Mohamedi T. Singaporewala and Mr. Narotambhai V. Patel

Constitution of the Audit Committee meets with the requirements under Section 292 A of the CompaniesAct, 1956.

SHAREHOLDERS/INVESTORSGRIEVANCE COMMITTEE

Constitution:

The Shareholders/Investors Grievance Committee was constituted by the Board of Directors at its meeting held on April 25, 2008. The composition of the The Shareholders/Investors Grievance Committee is as under:

Name of the Director Category Position in the Audit Committee

Mr. Mohamedi T. Singaporewala Independent Director Chairman

Mr. Bhimj i V. Ratanghayra Independent Director Member

Mr. Abdulla K. Musla Executive Director Member

Meetings and attendance during the year:

No meeting of the Shareholders/Investors Grievance Committee was held during the period under review.

REMUNERATION COMMITTEE Constitution:

The Remuneration Committee was constituted by the Board of Directors at its meeting held on April 25, 2008. The composition of the Remuneration Committee is as under:

Name of the Director Category Position in the Audit Committee

Mr. Bhimji V. Ratanghayra Independent Director Chairman

Mr. Mohamedi T. Singaporewala Independent Director Member

Mr.NarotambhaiV. Patel Independent Director Member

Meetings and attendance during the year:

No meeting of the Remuneration Committee was held during the period under review.

IPO COMMITTEE Constitution:

The IPO Committee was constituted by the Board of Directors at its meeting held on April 25,2008. The composition of the IPO Committee is as under:

Name of the Director Category Position in the Audit Committee

Mr. ShaukatS.Tharadra Executive Director Chairman

Mr.AbdullaK. Musla Executive Director Member

Mr. Mohamedi T. Singaporewala Independent Director Member

Meetings and attendance during the year:

No meeting of the IPO Committee was held during the period under review.

AUDITORSREPORT

The observation of Auditors in their report read with the relevant notes to accounts in Schedule "24" are self-explanatory and do not require further explanation.

HUMAN RESOURCES

The Statement pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 has been annexed as Annexure I.

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

Particulars required under section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

(a) Conservation of Energy

Company makes evaluation on a continuous basis to explore new technologies and techniques to make the operations of crushing and Alteration more energy efficient. This includes regular maintenance of machineries and regular check-up of energy consuming devices. Total energy consumption and energy consumption per unit of production in prescribed Form A is given in Annexure to this report.

(b) Research and Development

The Company has constantly carried out research and development on its own in coming up with new products and applications related with personal care, hair care and Ayurvedic products. During the year company have successfully launched "COCORAJ JASMINE". Company has also made efforts in developing new packaging and new products to make its products duplicate proof and temper proof, which has yielded good response from the customers.

(c) Technology absorption and Adaptation

Your Company has continuously adapted latest technology and best practices from the industry and efforts will continue in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant of Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

(a) In the preparation of the accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended December, 31, 2008 and of the profit of the Company for the year ended on that date. «

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and,

(d) The accounts have been prepared on a going concern basis.

AUDITORS

Members are requested to appoint auditors for the current year and to authorize the Board of Directors to fix their remuneration. M/s. M. K. Gohel & Associates, Chartered Accountants the retiring Auditors have furnished a Certificate of their eligibility for re-appointment under section 224(IB) of the Companies Act, 1956 and have indicated their willingness to continue.

EMPLOYEE RELATIONS & HUMAN RESOURCES

Employee relations were cordial during the year and the Board would like to place on its appreciation to all the employees of the company for their dedicated services and performance in quantitative and quantitative parameters. The company believes that its people are a key differentiator, especially in FMCG sector and a competitive business environment.

ACKNOWLEDGEMENTS

We thank our banks, investors, clients, distributors, vendors and other business associates for their continued support towards conduct of efficient operations of the Company throughout the year.

We take this opportunity to appreciate the contribution made by our employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

Shaukat S.Tharadra Chairman & Managing Director

Place: Mumbai Date: April 08,2009

 
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