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Directors Report of Rasoi Ltd.

Mar 31, 2015

Dear Members,

The Directors hereby present the 111th Annual Report together with audited Financial Statements of the Company for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended 31st March, 2015 is summarised below:

(Rs in Lakhs) 31st March 31st March 2015 2014

Revenue from Continuing Operations 1108 989

Other Income 27 27

Total 1135 1016

Profit before Finance Cost,

Depreciation and Taxation 732 804

Less : Depreciation 7 5

Profit before Taxation 725 799

Less : Provision for Taxation (324) (70)

Profit for the year from Continuing Operations 1049 869

Less : Loss from Discontinued

Operations 629 850

Profit for the year 420 19

DIVIDEND

Considering the financial position of the Company, your Directors recommend a dividend of Rs. 1/- per share being 10% of the paid-up equity share capital of the company (previous year - Rs. 1/- (10%) per share) for the year 2014-2015. The Corporate Dividend Tax of Rs.3.93 lakhs (previous year Rs. 3.28 lakhs) will be payable on the total dividend amount of Rs. 19.32 lakhs (previous year Rs. 19.32 lakhs).

RESERVES AND SURPLUS

During the year under review, Rs. 11 lakhs (previous year Rs. Nil) was transferred to the General Reserve. The balance in Reserves and Surplus stands at Rs.11587 lakhs (previous year Rs. 11269 lakhs).

OPERATIONS

It is pertinent to report that your company and its management had been alert and fortunate in seeing the trends in the vanaspati and edible oils trends, which were clearly pointing to a crisis of similar proportions witnessed in earlier years.

We were unable to bring about profitability in the operations, and this was evident in the edible oil companies in India.

Accordingly your Company consummated a deal for assigning the Rasoi Brand to Emami Biotech Limited and discontinued the production of vanaspati and edible oils. We are also taking steps concurrently in setting up a Baby care products manufacturing facility at the same location.

OUTLOOK

Since the business model is suitably de risked, and the demand for the Baby care products is on upward trend with excellent growth prospects, it is anticipated that the operational profits will now come back into the company and improve the financial position of the company.

MATERIAL CHANGES

The Company''s Vanaspati/Edible Oil business was facing difficult times for last few years. Production of Vanaspati had become unviable due to heightened volatility in raw material prices and foreign exchange. Considering the current market condition and prospects thereof, the Board of Directors of the Company at its meeting held on 25th September, 2014 had decided to discontinue the Vansapati / Edible Oil business and production at Company''s factory at Banganagar, West Bengal.

In view of above, registered and unregistered trademark of the Company with all ancillary rights and copyright works and rights relating thereto were assigned on 25.09.2014 in favour of Emami Biotech Limited for a consideration aggregating Rs. 13 crores.

In order to utilize the available infrastructure and resources and in view of potential, it has been decided to set up the state of the art manufacturing facility for Baby Care products & packing materials at the aforesaid factory for which necessary steps are under implementation by the management. The Baby Care products Industry is one of the fastest growing segments in the country.

There were no material changes and commitments effecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of the report.

SHARE CAPITAL OF THE COMPANY

The paid up equity share capital of your Company is Rs. 1,93,20,000/- (Rupees One Crore Ninety Three Lakhs Twenty Thousand only) divided into 19,32,000 Equity shares of the face value of Rs. 10 (Rupee Ten) each.

RISKS AND AREAS OF CONCERN

The Company has laid down a well defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has a Associate Company namely "Hindustan Composites Limited." The company had no subsidiary or joint venture company during the year under review.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Associate Company in Form AOC-1 is attached to the financial statements of the Company.

EXTRACT OF ANNUAL RETURN An extract of Annual Return in Form No. MGT-9 is annexed to this report as "Annexure A". DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Smt. Shashi Mody (DIN: 00053887), Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment and your Board recommends her re-appointment.

Brief resume of the Director proposed to be re- appointed as stipulated under the Clause 49 of the Listing Agreement as entered with the Stock Exchange is given in the Notice convening the 111th Annual General Meeting.

b) Cessation

Mr. N G Khaitan (DIN: 00020588), resigned from the Directorship of the Company with effect from 29th September, 2014. The Board places on record its appreciation for his valuable services rendered during his tenure as a Director of the Company.

Further, Mr. Dinesh Sharma (DIN: 06798909), resigned from the Directorship of the Company with effect from 15th January, 2015. The Board places on record its appreciation for his valuable services rendered during his tenure as a Director of the Company.

c) Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement entered into with the Stock Exchanges.

d) Annual Performance and 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 and Nomination & Remuneration Committees. The Board has devised questionnaire to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at http://www.rasoigroup.in/ investor_information.php

f) Key Managerial Personnels (KMP)

The Key Managerial Personnel of the Company are as follows:

Mr. Kapil Kaul Executive Director & Chief Financial Officer

Mr. M K Pandita Whole-time Director

Dr. Sayantan Chief Executive Officer Bandyopadhyay

Mr. Naresh Patangi Company Secretary

Mr. Naresh Patangi, was appointed as Company Secretary, a Key Managerial Personnel, of the Company with effect from 28th May, 2014.

Mr. Manoj Sureka, designated as Vice President - Finance & Corporate Affairs and Chief Financial Officer (CFO) of the Company, resigned from the services of the Company with effect from 11th October, 2014. The Board took note of the same.

Mr. Kapil Kaul, Whole-time Director, designated as Director - Vanaspati Division, and Chief Executive Officer (CEO) of the Company was re-designated as Executive Director, subsequently resigned as Chief Executive Officer (CEO) and then appointed as Chief Financial Officer (CFO), a Key Managerial Personnel, of the Company with effect from 12th November, 2014.

Dr. Sayantan Bandyopadhyay, was appointed as Chief Executive Officer (CEO), a Key Managerial Personnel, of the Company with effect from 12th November, 2014.

MANAGERIAL REMUNERATION AND OTHER DETAILS

The necessary details/disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration and other details pursuant to the section 197(12) of the Companies Act, 2013 and as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as "Annexure B". POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also overviews the Company''s internal control and financial reporting process.

As required under section 177(8) of the Companies

Act, 2013, composition of an Audit Committee is as under:

Name of Members Status Category

Mr H M Parekh Chairman Independent Director

Mr Raghu Nandan Mody Member Non-Executive Director

Mr R S Vaidyanathan Member Independent Director

Mr Vijai Singh Member Independent Director

Mr. Naresh Patangi, Company Secretary of the Company acts as Secretary of the Audit Committee. MEETINGS OF THE BOARD During the financial year 2014-2015, the Board met 6 (Six) times viz. 28th May 2014, 14th August 2014, 6th September 2014, 25th September 2014, 12th November 2014 and 20th January, 2015. The intervening gap between the two consecutive meetings was within the period as prescribed under the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134 (5) of the Companies Act, 2013 state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Hence the Company is not required to disclose details of the related party transactions in Form 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 The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web link of the same is http://www.rasoigroup.in/related_party.php PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees or investments under Section 186 of the Companies Act, 2013 is given under Notes to Accounts of financial statements. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formed Corporate Social Responsibility Committee and has formulated a Corporate Social Responsibility (CSR) Policy. As part of its initiatives under CSR, the Company has made contribution to

Prime Minister''s National Relief Fund which is in accordance with Schedule VII of the Companies Act, 2013. The detail as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this report as "Annexure C". WHISTLE BLOWER / VIGIL MECHANISM POLICY

As required under section 177(9) & (10) of the Companies Act, 2013, the Company has established a mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. Vigil Mechanism policy is duly posted on the website of the company at www.rasoigroup.in. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee. STATUTORY AUDITORS

The Company has appointed M/s. Lodha & Company, Chartered Accountants, Kolkata as Statutory Auditors of the Company for three consecutive financial years from the conclusion of 110th AGM of the Company till conclusion of 113th AGM as approved by the members in its 110th AGM held on 11th September, 2014 subject to ratification by the members at every Annual General Meeting. The Company has received a letter from them to the effect that pursuant to the provisions of Section 139 of the Companies Act, 2013 their appointment on such ratification will be within the prescribed limits under the Companies Act, 2013 and they are not disqualified for the said appointment. The Board has recommend the ratification of appointment of M/s. Lodha & Company, Chartered Accountants, Kolkata, as Statutory Auditors of the Company to hold office from the conclusion of 111th AGM of the Company till conclusion of 112th AGM subject to the approval of the members of the Company in the ensuing annual general meeting.

COST AUDITORS

Pursuant to the discontinuation of Company''s Vanaspati / Edible Oil business, the Company is not required to appoint Cost Auditors for the FY 2015-16. During the year, your company has submitted the Cost Audit report duly audited by M/s Chatterjee & Co., the Cost Auditor of the Company to the Central Government for the financial year 2013-2014.

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 M R & Associates, a firm of Company Secretaries in practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as "Annexure D".

INTERNAL AUDIT

The Company has appointed M/s. K. T. & Co., Chartered Accountants, as its Internal Auditor. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee.

REMARKS ON QUALIFICATIONS BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS

There are no qualifications, reservations or adverse remarks or disclaimer neither made by the Auditor in their report nor by the Secretarial Auditor in his Secretarial Audit Report for the financial year 2014-15.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchange, the following have been made a part of the Annual Report and are attached to this report:

- Management Discussion and Analysis Report

- Corporate Governance Report

- Practicing Company Secretary Certificate regarding compliance of conditions of Corporate Governance.

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

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company''s operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically and used efficiently and adequately protected.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, is annexed to this report as "Annexure E". INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has constituted an internal complaint committee under section 4 of The Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said committee. ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended during the year under report by our bankers, customers, suppliers, shareholders and Government agencies. The Board of Directors wishes to express its appreciation for the valuable Contribution made by the employees and workmen at all levels during the year under report. On behalf of the Board of Directors

M K Pandita Whole-time Director

Place: Kolkata Kapil Kaul Date: 7th May, 2015 Executive Director & CFO


Mar 31, 2014

Dear Members,

The Directors hereby present the 110th Annual Report and audited Financial Statements of the Company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS -

(Rs. in Lakhs) 31st March 31st March 2014 2013

Sales and Other

Income/ Receipts 14,006 14,847

Treasury Operations 989 1,038

Profit/(Loss) before Finance Cost, Taxation, Depreciation and

Amortisation Expenses 473 670

Finance Cost (311) (103)

Depreciation and

Amortisation Expenses (213) (212)

Profit before Taxation (51) 355

Tax Expenses (70) (21)

Profit after Tax 19 376

Add: Surplus balance as per last Balance Sheet 1,945 1,602

Profit available for Appropriation 1,964 1,978

Proposed Dividend (19) (19)

Dividend Tax (3) (4)

Transfer to General Reserve - (10) Net Surplus in the Statement_

of Profit & Loss 1,942 1,945

DIVIDEND

Considering the financial position of the Company, your Directors recommend a dividend of Rs. 1/- per share being 10% of the paid-up equity share capital of the company (previous year - Rs. 1/- (10%) per share) for the year 2013-2014.

RESERVES AND SURPLUS

The balance in Reserves and Surplus stands at

Rs. 11269 lakhs (previous year Rs. 11275 lakhs).

OPERATIONS

Though the entire commodity sector including edible oils had been subject to extreme and continued volatility, it was hoped that with the favourable Monsoons, the softening of raw material prices would enable your company to increase its sales with the resulting lower prices. Unfortunately this did not transpire, instead the surprising movement of a

depreciating Rupee, and that too the speed at which it happened, took everyone by surprise.

It was a shocking development which immediately reminded us of the disastrous period of 2008, and your management went into a conservative protection mode, as we did not want the operations segment completely neutralize the benefits that the treasury segment was bringing to the company as a whole. Coupled with this Trans Fat issues are gaining currency in the market place, and this is adding to negative impact on the demand for vanaspati which has been stagnant over these past few years. The demand for vanaspati has all of a sudden sharply fallen.

Though we are still fetching a premium for our branded vanaspati, the twin impact of Rupee depreciation and extreme volatility in tandem with irrational price movements has had a lasting damage on our business.

OUTLOOK

In order to stem the slide in the business, the management has been stressing on the need to increase the sales of branded refined oils, but will be quite a task to increase the volumes under the prevailing High Risk environment. The refined oils segment requires increased investment in Marketing & Sales inputs, which given the current realities of the industry it is not wise to do aggressively.

In order to de-risk the situation your management has been evaluating options of looking at strong global partners in the commodity space who can bring the additional resources to take your company to a more comfortable and growth oriented plan.

However given the uncertainty in the environment it is proving to be a difficult task in finding a suitable partner.

SECRETARIAL COMPLIANCE CERTIFICATE

The Secretarial Compliance Certificate as required under section 383A of the Companies Act, 1956, for the financial year 2013-2014 is annexed to this report and forms a part thereof.

DIRECTORS

Mr. A C Chakrabortti, resigned from the Directorship of the Company with effect from 13th August, 2013. The Board places on record its appreciation for his valuable services rendered during his tenure as a Director of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Raghu Nandan

Mody, Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

Mr. Dinesh Sharma was inducted as an independent non-executive additional director by the Board of Directors in the meeting held on 29th January, 2014, pursuant to Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company. In terms of the provisions of Section 161(1) of the said Act, Mr. Dinesh Sharma would hold office up to the date of the ensuing 110th Annual General Meeting of the company. In terms of provisions of Section 149 and 152 of the Companies Act, 2013 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 (five) consecutive years and he shall not be liable to determination by retirement of Directors by rotation. It is proposed to appoint Mr. Dinesh Sharma as Independent Director of the Company for a period upto 31st March, 2019, who shall not be liable to retire by rotation.

Mr. R S Vaidyanathan, Mr. H M Parekh, Mr. Vijai Singh and Mr. Brij Gopal Roy were appointed as Independent Directors of the Company on 28th October, 2003, 11th December, 2009, 11th December, 2009 and 21st May, 2012 respectively. The term of office of the aforesaid Directors was liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of provisions of Sections 149 and 152 of the Companies Act, 2013 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 (five) consecutive years and he shall not be liable to determination by retirement of Directors by rotation. It is proposed to appoint Mr. R S Vaidyanathan, Mr. H M Parekh, Mr. Vijai Singh and Mr. Brij Gopal Roy as Independent Directors of the Company for a period upto 31st March, 2019, who shall not be liable to determination by retirement of Directors by rotation.

The Company has received the requisite disclosures/ declarations from Mr. Dinesh Sharma, Mr. R S Vaidyanathan, Mr. H M Parekh, Mr. Vijai Singh and Mr. Brij Gopal Roy as required under Section 149 and other applicable provisions of the Companies Act, 2013. The Company has also received notices from a member along with requisite deposits under section 160 of the Companies Act, 2013 proposing the candidature''s of each of Mr Sharma, Mr Vaidyanathan, Mr Parekh, Mr Singh and Mr Roy for the office of Independent Directors.

It will be in the interest of the Company to appoint Mr. Dinesh Sharma, Mr. R S Vaidyanathan, Mr. H M Parekh, Mr. Vijai Singh and Mr. Brij Gopal Roy as an Independent Directors. Brief resume of the Directors proposed to be appointed as stipulated are given in the Notice convening the 110th Annual General Meeting.

Mr. M K Pandita was inducted as the Whole-time Director, designated as Director (Operation) for a period of three years w.e.f 14th November, 2011. The term of Mr. M K Pandita expires on 13th November, 2014. The Board of Directors of the company at its meeting held on 28.05.2014 has, subject to the approval of members, re-appointed Mr. M K Pandita as Whole-time Director, designated as Director - (Operation) of the company for a period from 14th November, 2014 to 30th September, 2017. It is proposed to seek the members'' approval for the re- appointment of and remuneration payable to Mr. M K Pandita in terms of the applicable provisions and Schedule V of the Companies Act, 2013 and the rules made thereunder in the ensuing 110th Annual General Meeting.

Broad particulars of the terms & conditions of re-appointment of and remuneration payable to Mr. M K Pandita are given in the Notice convening the 110th Annual General Meeting.

AUDITORS

M/s Lodha & Co., Chartered Accountants, Kolkata hold office as the Auditors of the Company upto the conclusion of the 110th Annual General Meeting and are eligible, for re-appointment. The Company has received a letter from them to the effect as required under Section 139 of the Companies Act, 2013 that their re-appointment for a term of 3 (Three) years subject to ratification by members at every Annual General Meeting from the conclusion of this meeting until the conclusion of the 113th Annual General Meeting, if made, would be within the prescribed limits under the Companies Act, 2013 and they are not disqualified for re-appointment.

AUDITORS'' REPORT

The Directors submit their explanation to the qualification made by the Auditors in their report for the year 2013-14.

Basis of Qualified Opinion

Attention is invited to Note No 2.18-1 of the financial statements regarding loan to a body corporate amounting to Rs. 6950074 in respect of which pending outcome of the steps of recovery, provision if any required has not been ascertained and made by the management.

Reply

In respect of loan to a body corporate as explained in note 2.18-1 of the Financial Statement necessary steps for recovery has been taken and pending this no adjustment in this respect has been considered necessary.

COST AUDIT

The Central Government had directed your company to conduct cost audit relating to Edible oils (including vanaspati) pursuant to the provisions of section 233B of the Companies Act, 1956 read with Section 148 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 and in terms of order no. 52/ 26/CAB-2010 dated 24th January, 2012 issued by Central Government. Your company has submitted the Cost Audit report duly audited by the Cost Auditor of the Company to the Central Government upto the financial year 2012-2013.

REQUIREMENTS UNDER SECTION 217 OF THE COMPANIES ACT, 1956

A) SUB-SECTION- (2A)- PARTICULARS OF EMPLOYEES

None of the employees are covered by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

B) SUB-SECTION (1)(e) - CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as 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 the Board of Directors) Rules, 1988 are annexed to this report.

C) SUBSECTION (2AA) - DIRECTORS

RESPONSIBILITY STATEMENT

As stipulated in section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(I) followed the applicable accounting standards with proper explanation relating to material departures, if any, in the preparation of the annual accounts,

(II) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the

financial year and of profit/loss for that period,

(III) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities and

(IV) prepared the Annual Accounts of your company on a going concern basis.

CORPORATE GOVERNANCE

Corporate Governance and Management Discussion & Analysis Report is attached and form a part of this report.

LISTING ARRANGEMENTS

Your company has listing arrangements with Bombay Stock Exchange Limited. The Annual listing fees in respect of the said exchange have been paid for the current financial year and is upto date.

Your Company has received approval of voluntary delisting of listed equity shares from The Calcutta Stock Exchange Ltd. vide their letter dated 11th July, 2013 with effect from 15th July, 2013 and hence got delisted from the official list of the Stock Exchange. ACKNOWLEDGEMENTS

Your company salutes the cross-section of employees of your company at all levels who remained, as always, the chief source of strength of your company and your company would not have survived thus far without their unflagging enthusiasm, dedication and sincerity in these trying times.

Your company is deeply thankful to its dealers, distributors, customers, shareholders and bankers who extended their whole-hearted support despite all odds of the business environment. Your company is optimistic to have their continued support in the days ahead as well.

On behalf of the Board of Directors

M K Pandita Whole-time Director

Kapil Kaul Whole-time Director & CEO

Place: Kolkata

Date : 28th May, 2014


Mar 31, 2013

The Directors hereby present the 109th Annual Report for the accounting year 2012-2013.

FINANCIAL HIGHLIGHTS -

(Rs. in Lakhs) 31st March 31st March 2013 2012

Sales and Other income/receipts 14,847 15,382

Treasury Operations 1,038 1,170

Profit/(Loss) before Interest,

Depreciation & Amortisation

Expenses & Taxation 670 1,027

Finance cost (103) (112)

Depreciation & Amortisation

Expenses (212) (210)

Profit beforeTaxation 355 705

Tax Expenses (21) (126)

Profit afterTax 376 579

Add: Surplus Balance as per last Balance Sheet 1,602 1,123

Profit available for Appropriation 1,978 1,702

Proposed Dividend (19) (39)

Dividend Tax (4) (6)

Transfer to General Reserve (10) (55)

Net Surplus in the statement of Profit & Loss 1,945 1,602

DIVIDEND

The Directors are happy to recommend a dividend of Rs. 1/- per share being 10% of the paid-up equity share capital of the company, out of the profits of the year (previous year – Rs. 2/- (20%) per share).

RESERVE AND SURPLUS

The balance in Reserves and Surplus stands at Rs.11275 lakhs (previous year Rs. 10947 lakhs).

OPERATIONS

During the year under review, the operations of the company continued to face considerable stress and difficulties due to volatile high cost of the palm oil imports, which form the bulk of raw material consumed, unpredictable fluctuation in foreign exchange and high cost push due to inflation. As a result, the margins were under pressure and the increase in costs could not be passed wholly on to the customers. Despite these adverse circumstances, the company was able to hold on to its market-share and retained its ''niche'' customers, which is indeed an encouraging feature. This has been possible due to high quality of our products and also the brand image of ''Rasoi''.

OUTLOOK

In order to meet the challenges for the future, the company is working in various directions to find out ways and means of changing the product-mix by taking recourse to domestic raw material sources, so that, on an overall basis, it is possible for the company to achieve higher profitability and enhance share holder value. In our view, such a change in approach will lead to higher sales volume and corresponding increase in profitability.

SECRETARIAL COMPLIANCE CERTIFICATE

The Secretarial Compliance Certificate as required under section 383A of the Companies Act, 1956, for the financial year 2012-2013 is annexed to this report and forms a part thereof.

DIRECTORS

In terms of section 256 of the Companies Act, 1956, Mr Harish Parekh, Mr Vijai Singh and Mr A C Chakrabortti retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment.

Mr Kapil Kaul resigned from the Board citing personal reasons with effect from the closing of business hours of 14th June, 2012. Subsequently, he made himself available for appointment and he was appointed as an additional director in terms of section 260 of the Companies Act, 1956 in the Board meeting held on 10.11.2012.

Thereafter in the Board meeting held on 25.01.2013 Mr Kapil Kaul, in view of his rich experience spanning over 33 years, has been appointed as the Wholetime Director designated as Director – Vanaspati Division & CEO w.e.f. 1st January, 2013 for a period of 3 (three) years subject to the approval of the shareholders at the annual general meeting.

The terms and conditions of appointment of Mr Kapil Kaul have been set out in the Notice convening the instant 109th annual general meeting.

AUDITORS

At the 108th Annual General Meeting held on 13th September 2012, M/s Lodha & Co, Chartered Accountants of 14, Government Place East, Kolkata -700069, was reappointed as auditors of your company until the conclusion of the 109th Annual General Meeting. The said M/s Lodha & Co, Chartered Accountants, retires at this Annual General Meeting and being eligible offer themselves for reappointment.

COST AUDIT

The Central Government had directed your company to conduct cost audit relating to Vanaspati pursuant to the provisions of section 233B of the Companies Act, 1956. Your company has submitted the Cost Audit report duly audited by the Cost Auditor of the Company to the Central Government upto the year 2011-12.

REQUIREMENTS UNDER SECTION 217 OF THE COMPANIES ACT, 1956

A) SUB-SECTION- (2A)- PARTICULARS OF EMPLOYEES

None of the employees are covered by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

B) SUB-SECTION (1)(e) – CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as 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 annexed to this report.

C) SUBSECTION (2AA) – DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(I) followed the applicable accounting standards with proper explanation relating to material departures, if any, in the preparation of the annual accounts,

(II) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the financial year and of profit/loss for that period,

(III) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities and

(IV) prepared the Annual Accounts of your company on a going concern basis.

CORPORATE RESPONSIBILITY STATEMENT

Corporate Social Responsibility is deeply embedded into your company''s model and culture. Your company is well aware of its responsibilities towards the social community within which it functions and from which it draws the much needed elixir to sustain and improve upon its bottom line and growth. Your company is always society-centric and will ever remain so.

CORPORATE GOVERNANCE

Corporate Governance and Management Discussion & Analysis Report is attached and form a part of this report.

LISTING ARRANGEMENTS

Your company has listing arrangements with Calcutta and Bombay Stock Exchanges. The Annual listing fees in respect of both these exchanges have been paid for the current financial year and are up to date.

ACKNOWLEDGEMENTS

Your company salutes the cross-section of employees of your company at all levels who remained, as always, the chief source of strength of your company and your company would not have survived thus far without their unflagging enthusiasm, dedication and sincerity in these trying times.

Your company is deeply thankful to its dealers, distributors, customers, shareholders and bankers who extended their whole-hearted support despite all odds of the business environment. Your company is optimistic to have their continued support in the days ahead as well.



On behalf of the Board of Directors

Kolkata RAGHU MODY

The 29th day of May, 2013 CHAIRMAN


Mar 31, 2012

The Directors hereby present the 108th Annual Report for the accounting year 2011-2012.

FINANCIAL HIGHLIGHTS -

(Rs. in Lakhs)

31st March 31st March 2012 2011

Sales and Other

income/receipts 15,382 12,703

Treasury Operations 1,170 1,115

Profit/(Loss) before Interest,

Depreciation & Taxation 1,027 1,475

Finance cost (112) (145)

Depreciation (210) (198)

Profit before Taxation 705 1,132

Provision for Taxation (135) (190)

Provision for Deferred Tax 9 (20)

Profit after Tax 579 922

Add: Surplus Balance as per

last Balance Sheet 1,123 350

Profit available for

Appropriation 1,702 1,272

Proposed Dividend (39) (48)

Dividend Tax (6) (8)

Transfer to General Reserve (55) (93)

Net Surplus in the statement of Profit & Loss 1,602 1,123

DIVIDEND

The Directors are happy to recommend a dividend of Rs 2/- being 20 % of the paid-up equity share capital of the company, out of the profits of the year (previous year - 25%)



RESERVE AND SURPLUS

The balance in Reserves and Surplus stands at Rs. 10,947 lakhs (previous year Rs. 10417 lakhs).

OPERATIONS - CHALLENGES, OUTLOOK AND EXPANSION

Extreme volatility in the raw oil prices is now an embedded reality in the edible oil industry. As mentioned in our last year's report, the volatility in the Foreign Exchange markets has become even more amplified than anticipated. Our worst fears materialized in the year under review, and your company alike similar import-dependent companies has faced an erosion in profitability.

The cautious approach of your company in buying imported crude palm oil, however has enabled the company to restrict its exposure on the foreign exchange front. Your company resorted to sourcing refined palm oil from domestic producers at times when it was felt to be not prudent to import crude palm oil. This has helped your company to limit its exposure on the foreign exchange front and thereby the losses to the barest minimum.

On the marketing front your company continues to make steady progress in selling its premium product

- Rasoi Gold in West Bengal. This has helped your company in improving upon its bottomline.

During the year under review the Indian economy has witnessed a slow down due to various global, and domestic factors. Inflation continued, showing little signs of remission. This had impacted the consumer as well as trade sentiment. Caution was the watchword characterized by risk averseness, which is likely to continue in the coming months as well.

However it is pertinent to note that your company's volumes have remained unaffected despite slowdown. All efforts are being made to give the volumes a boost to encash its loyal customer base by beefing up its distribution system. This will also ensure fixed sales to a permanent customer base at better realizations.

Your company, as a policy, keeps assessing the changing socio-economic scenario from time to time and keep pace with these changes to meet the ever changing demands and needs of the customer community.

Your company hopes that these measures will help the company to improve upon its operational performance in the days ahead.

SECRETARIAL COMPLIANCE CERTIFICATE

The Secretarial Compliance Report, as required under section 383A of the Companies Act, 1956, for the financial year 2011-2012 is annexed to this report and forms a part thereof.

DIRECTORS

In terms of section 256 of the Companies Act, 1956, Shri N.G.Khaitan, Smt. Shashi Mody and Shri R.S.Vaidyanathan retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Shri Jiten Patel , who was inducted as an independent non-executive director in the Board of the company under section 260 of the Companies Act, 1956 read with Article 83 of the Articles of Association of the company in the Board meeting held on 14th November, 2011, subsequently resigned from the Board.

Shri Brij Gopal Roy was inducted as an independent non-executive additional director in the Board of the company under section 260 of the Companies Act, 1956 read with Article 83 of the Articles of Association of the company in the Board meeting held on 21st May, 2012.

As per proviso to section 260 of the Companies Act, additional directors shall hold office upto the date of the ensuing 108th Annual General Meeting of the company.

Notice has been duly received under section 257 of the Companies Act along with the requisite deposit proposing candidature of Mr. Roy for the office of Director in the ensuing 108th Annual General Meeting Shri Maharaj Krishen Pandita was inducted as a non- independent executive additional director in the Board of the company under section 260 of the Companies Act, 1956 read with Article 83 of the Articles of Association of the company in the Board meeting held on 14th November, 2011.

As per proviso to section 260 of the Companies Act, additional directors shall hold office upto the date of the ensuing 108th Annual General Meeting of the company.

Notice has been duly received under section 257 of the Companies Act along with the requisite deposit proposing candidature of Shri Pandita for the office of Director in the ensuing 108th Annual General Meeting. The terms and conditions on which Shri Pandita has been appointed are given in the Notice convening the 108th Annual General Meeting.

AUDITORS

At the 107th Annual General Meeting held on 5th August 2011, M/s Lodha & Co, Chartered Accountants of 14, Government Place East, Kolkata, was reappointed as auditors of your company until the conclusion of the 108th Annual General Meeting. The said M/s Lodha & Co, Chartered Accountants, retires at this Annual General Meeting and being eligible offer themselves for reappointment.

COST AUDIT

The Central Government had directed your company to conduct cost audit relating to Vanaspati pursuant to the provisions of section 233B of the Companies Act, 1956. Your company has submitted the Cost Audit report duly audited by the Cost Auditor of the Company to the Central Government upto the year 2010-11.

REQUIREMENTS UNDER SECTION 217 OF THE COMPANIES ACT, 1956

A) SUB-SECTION- (2A)- PARTICULARS OF EMPLOYEES

None of the employees are covered by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

B) SUB-SECTION (1)(e) - CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as 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 the Board of Directors) Rules, 1988 are annexed to this report.

C) SUBSECTION (2AA) - DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(I) Followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures, if any.

(II) selected such accounting policies and applied them consistently and made judgements 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 profit/loss for that period

(III) taken proper and sufficient care 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

(IV) Prepared the annual accounts of your company on a going concern basis.

CORPORATE RESPONSIBILITY STATEMENT

Your company is never oblivious of its responsibility towards the community which is the source of its very lifeblood of survival and prosperity. Your company firmly believes that its survival depends on the survival of the society and / or community of which your company is an inseparable part. It also recognizes the fact that business and society have to compliment and supplement each other for both to flourish.

Your company is ever responsive to emerging social priorities and expectations and is ever willing to act ahead of regulatory compulsions.

Your company continues, as always, to extend its helping hand for the downtrodden sections of the society and will continue to do so in the times to come.

CORPORATE GOVERNANCE

Corporate Governance and Management Discussion & Analysis is attached and forms a part of this report.

LISTING ARRANGEMENTS

Your company's shares are listed on Calcutta and Bombay Stock Exchanges. The Annual listing fees in respect of all the exchanges have been paid up to date.

SUBSIDIARY COMPANY

The subsidiary company was floated with the intention of starting some new business which could not be established despite exploring different available options due to adverse market conditions. Hence it was thought prudent not to continue with the subsidiary company, so the company decided to dilute its 51% equity holding w.e.f. 29th March, 2012.

Eastern India Edible Oils and Food Products Ltd, therefore, ceases to be a subsidiary company of the Company w.e.f. 29th March, 2012 with the dilution of 51% equity holding of Rasoi Limited in the said company.

ACKNOWLEDGEMENTS

Your Directors thankfully acknowledge the unstinted support & whole-hearted cooperation from its employees at all levels without which it would have been extremely difficult for the company to survive in this volatile scenario amidst utmost unpredictability and uncertainty.

Your company is also grateful to its dealers, distributors, customers, shareholders and bankers who were extremely supportive during the trying times and looks forward to their continued support in the coming days as well.

On behalf of the Board of Directors

Kolkata RAGHU MODY

The 21st day of May, 2012 CHAIRMAN


Mar 31, 2011

REPORT OF THE BOARD OF DIRECTORS

The Directors take pleasure in presenting the 107th Annual Report for the financial year 2010-2011.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

31st March, 31st March, 2011 2010

Production (in Mt) 20926 15559

Sales and Other Income/Receipts 12717 10375

Treasury Operations 1114 352 Profit/(Loss) before Interest,

Depreciation & Taxation 1421 1616

Interest (91) (90)

Depreciation (198) (198)

Profit before Taxation 1132 1328

Provision for Taxation (190) (562)

Provision for Deferred Tax (20) (580)

Profit after Tax 922 186

Add: Balance Brought Forward

From Last Account 350 195

Profit available for Appropriation 1272 381

Proposed Dividend 48 19

Dividend Tax 8 3

Transfer to General Reserve 93 9

Balance carried to Balance Sheet 1123 350

DIVIDEND

The Directors are happy to recommend a dividend of Rs 2.50 /- being 25 % of the paid-up equity share capital of the company, out of the profits of the year (previous year - 10%)

RESERVE AND SURPLUS

The balance in Reserves and Surplus stands at Rs. 10417 lakhs (previous year Rs. 9556 lakhs).

OPERATIONS - CHALLENGES, OUTLOOK AND EXPANSION

On a review, it would appear that extreme volatility in raw oil prices that has been plaguing the edible Oil Industry in recent times will continue and this will be a major factor which your Company will have to contend with in the coming years. This phenomenon of volatility coupled with foreign exchange fluctuations may result in losses, even though one is to buy the crude palm oil at the correct time and right place, thus indicating the presence of considerable risk inherent in this Industry.

Your company had a very difficult period ever since the global economic crash of 2008. In the circumstance, it was imprerative that we tread the waters very carefully in buying the crude palm oil from south east Asia. This naturally led to cut back of production and also operation at sub optimal levels with the result that our client base was affected. The Management is aware of the problems and has therefore inititated appropriate measures on both the fronts so that the future operations are carried out at optimum levels to meet the demand for our products.

The growth in turnover has been 41.05% over the previous financial year and the PBT has witnessed a profit of Rs. 1132 lakhs as against PBT of Rs. 1328 lakhs in the previous financial year.

Your company has also successfully established the Rasoi Gold Vanaspati, which has been tailor-made to suit the requirements of the industrial consumers. Rasoi continues to enjoy a substantial premium in the market over its competitors.

India is witnessing one of the highest economic growth rate on a global scale, and is currently growing @ 8.5% p.a. This has contributed to change in life style, higher income levels in some of the sectors with consequential upsurge and boom in consumer demand. As a result, fast food chains, restaurants, confectionery and bakery businesses are witnessing phenomenal growth rates.

This has resulted in the edible oil business seeing a very good growth potential. In West Bengal alone, Vanaspai business in the sweets and bakery segment is seeing a resurgence specially as bakery fats. The bakery and confectionery businesses are growing at an annualized rate of 12% and the Indian confectionery business in West Bengal is thriving. The Vanaspati business is increasingly becoming a high volume business. This falls in line with our strategy to optimize use of oil resources, which will have added leverage due to Rasoi's Brand advantage. This strategy will also minimize the risk inherent in the global commodity business.

We are confident that, in the coming years, Rasoi, as a brand, will give the shareholders of the company added value and better returns.

SECRETARIAL COMPLIANCE CERTIFICATE

As required under section 383A of the Companies Act, 1956, Secretarial Compliance Report for the financial year 2010-2011 is annexed forming part of the report.

DIRECTORS

In terms of section 256 of the Companies Act, 1956, Shri Raghu Mody, Shri Amal Chakrabortti retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

At the 106th Annual General Meeting held on 9th September 2010, M/s Lodha & Co. was reappointed as auditors of your company until the conclusion of the 107th Annual General Meeting. The said M/s Lodha & Co retires at this Annual General Meeting and being eligible offer themselves for reappointment.

COST AUDIT

Pursuant to the provisions of section 233B of the Companies Act, 1956, the Central Government had directed your company to conduct cost audit relating to Vanaspati. The company has submitted the Cost Audit report duly audited by the Cost Auditor of the Company to the Central Government up to the year 2009-10.

REQUIREMENTS UNDER SECTION 217 OF THE COMPANIES ACT, 1956

A) SUB-SECTION- (2A)- PARTICULARS OF EMPLOYEES None of the employees are covered by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

B) SUB-SECTION (1)(e) - CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as 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 the Board of Directors) Rules, 1988 are annexed to this report.

C) SUBSECTION (2AA) - DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(I) Followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures, if any.

(II) Selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the financial year and of profit/loss for that period

(III) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities and

(IV) Prepared the Annual Accounts of your company on a going concern basis.

CORPORATE RESPONSIBILITY STATEMENT

Responsibility to the community in which it functions is imbedded in the very culture of your company, which your company never loses sight of. Your company always wants to see itself as the constructive partner in the development of the community which has helped it to prosper and blossom and will always strive to wards this end. Your company firmly believes that corporate social responsibility is not an end in itself, it is the means to an end - to persistently work for the betterment of the society. At different times your company has extended its helping hand for the needy and will keep ensuring that they are well taken care of. Your company, within its means, is always upto improving upon its surroundings to make it a better place to live in.

SHAREHOLDERS' FACTORY VISIT

There has been a persistent demand from the shareholders to organize a factory visit. In keeping with the commitment at the last annual general meeting, a factory visit was organized by the company on the 3rd of April, 2011. Around 74 shareholders visited the factory.

CORPORATE GOVERNANCE

Corporate Governance and Management Discussion & Analysis is attached and forms a part of this report.

LISTING ARRANGEMENTS

Your company's shares are listed on Calcutta and Bombay Stock Exchanges. The Annual listing fees in respect of all the ex- changes have been paid up to date.

SUBSIDIARY COMPANY

As on March, 31, 2011 your company has Eastern India Edible Oils and Food Products Limited as its Subsidiary. Subsidiary was incorporated on 29th December 2010 and has become wholly owned Subsidiary on 19th January, 2011 on allotment of entire shares to the company.

The statement pursuent to Section 212 of the Companies Act, 1956, in respect of the above mentioned Subsidiary are attached in the Annual Report.

ACKNOWLEDGEMENTS

Your Directors thankfully acknowledge the unstinted support & whole-hearted cooperation from cross-section of its employees at all levels without which it would have been extremely difficult for the company to turn around.

The dealers, distributors, customers, shareholders and bankers too were very supportive all through and the company looks for- ward to their similar continued support in the years to come.



On behalf of the Board of Directors

RAGHU MODY CHAIRMAN

KOLKATA The 21st day of May, 2011


Mar 31, 2010

The Directors present the 106th Annua! Report for the financial year 2009-2010.

FINANCIAL HIGHLIGHTS: (Rs. in Lacs) 31th March, 31st March, 2010 2009

Production (in Mt) 15559 27728

Sales and Other Income/Receipts 10533 16027

Profit/(Loss) before Interest

Depreciation & Taxation 1616 (689)

Interest (90) (221)

Depreciation (198) (199)

Profit before Taxation 1328 (1109)

Provision for Taxation (562) -

Provision for Deferred Tax (580) 446

Fringe Benefit Tax - (2)

Profit after Tax 186 (665)

Add: Balance Brought Forward

From Last Account 195 860

Profit available for Appropriation 381 195

Proposed Dividend 19 -

Dividend Tax 3 -

Transfer to General Reserve 9 -

Balance carried to Balance Sheet 350 195

381 195

DIVIDEND

The Directors are happy to recommend a dividend of Re. 1 being 10% of the paid-up equity share capital of the company, out of the profits of the year (previous - nil)

RESERVE AND SURPLUS

The balance in Reserves and Surplus stands at Rs. 9483 Lacs (Previous Year Rs. 1611 Lacs).

OPERATIONS - CHALLENGES. OUTLOOK & EXPANSION

This year was marked by extreme volatility, with the prices of Crude Plam Oil rising and falling very sharply on a daily basis. However, the price of Crude Palm Oli was substantially lower than in the previous financial year. As a result, there was a value drop in the groups Sales and other income/receipts by 34%.

Your Company having suffered serious financial reversals for the first time in its history last year, it had to tread very cautiously in this continuing highly volatile environment. The company had to restrict the quantity of Crude Palm Oil it imported at any given shipment since there was an inherent risk in losing money for no fault of the management. As a result the Production Volumes also dropped by 44% in this Financial Year. Coupled with this in recent months the market has been flooded with cheap imitation Vanaspati, this has made it virtually impossible to sell genuine Vanaspati because the trade is readily selling products that are much cheaper than our Vanaspati.

Despite this, your company has been selling its Vanaspati to its traditional loyal customers, and has launched a new brand Rasoi Gold that is made specifically to cater to the needs of some institutional consumers. It has been well accepted by the consumer and the trade.

While all food products in India have witnessed a sharp increase in the prices to the consumer, edible oils has been the sole item that has not witnessed a substantial increase in the consumer price of the commodity. The country has witnessed a surge in imports of Palm Oil and many variants of Palm Oil have virtually flooded the market, which have kept the price of edible oils not only down but in fact not remunerative. There has been huge disparity between the surge in the prices in Indonesia and Malaysia and uncharacteristically a fall in the prices of the refined vegetable oils at the retail level. As a result, your company has been disadvantaged and hemmed in by these facts, which are beyond its control, and has suffered an operational loss. Even though this loss is lower than the previous year none the less, it is a cause for concern, and the management is taking steps to mitigate these losses in future, and to bring the company back to operational profits. Despite new competitors, having come into the Eastern Zone markets, the demand for Rasoi branded edible oils and Vanaspati still has a loyal customer base. Your company is proactively exploring ways and means of hedging the inherent risk in the commodity markets and regaining its volumes, which it has lost because of the conditions as mentioned earlier in the report.

There is still a huge latent demand for Rasoi branded edible oils and Vanaspati and the companys management is taking effective steps to exploit the brands potential to the fullest. Your company is fortunate to have built over that past many decades a Sales and Distribution system, which has been loyal to the brand and your company, would like to thank its distributors and dealers of the support and confidence in Rasoi as a brand and company. Rasoi has passed through difficult times in the past as well, and has weathered many a strom, and while other traditional competitors have had to exit, the business Rasoi has always found the means and resources to continue its operations, and to give good and consistent returns to its valued shareholders.

We wish to thank our shareholders for their unstinting support and understanding.

Disposal of New Ahpore property

In order to have adequate resources for improving the operations of the company by converting idle assets into liquid assets, the company disposed off its New Aiipore property during the year under report at a consideration of Rs. 8500 Lakhs. The company hopes to get better results in future due to strategic deployment of funds received from the aforesaid sale.

SECRETARIAL COMPLIANCE CERTIFICATE

As required under section 383A of the Companies Act,1956, Secretarial Compliance Certificate for the financial year 2009-2010 is annexed forming part of the report.

DIRECTORS

In.terms of section 256 of the Companies Act, 1956 Shri N.G. Khaitan and Shri R.S. Vaidyanathan retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Shri Harish Parekh and Shri Vijai Singh were appointed as Additional Directors in the Board of the company in the Board Meeting held on 11th December 2009 in terms of section 260 of the Companies Act, 1956 read in conjunction with Article 83 of the Articles of Association of the company. As per proviso to section 260 of the Act, additional directors shall hold office upto the date of the ensuing annual general meeting of the company.

Notice has been duly received under section 257 of the Companies Act along with the requisite deposit proposing candidature of Mr. Parekh and Mr. Singh for the office of Director.

AUDITORS

At the 105,h Annual General Meeting held on 15lh September 2009, M/s Lodha & Co. was reappointed as auditors of your company until the conclusion of the 106lh Annual General Meeting. The said M/s Lodha & Co. retires at this Annual General Meeting and being eligible offer themselves for reappointment.

COST AUDIT

Pursuant to the provisions of section 233B of the Companies Act, 1956, the Central Government had directed your company to conduct cost audit relating to Vanaspati. The company has submitted the Cost Audit report duly audited by the Cost Auditor of the Company to the Central Government upto the year 2008-2009.

REQUIREMENTS UNDER SECTION 217 OF THE COMPANIES ACT, 1956

A. SECTION (2A) - PARTICULARS OF EMPLOYEES

None of employees are covered by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

B. SUB-SECTIONdUe)-CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as 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 the Board of Directors) Rules, 1988 are annexed to this report.

C. SECTION (2AA) -

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in section 217(2AA) of the Companies Act, 1956 your Directors confirm having :

(I) followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures, if any.

(II) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the financial year and of the profit/loss for that period.

(III) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities and

(IV) prepared the Annual Accounts of your company on a going concern basis.

CORPORATE RESPONSIBILITY STATEMENT

Being a part and parcel of the society, your company has always been live and responsive to the reeds and requirements of the society and is fully aware of its responsibilities towards the society. From time to time, your company has donated to different charitable institution for the sole purpose and objective of helping out the poor and the needy and will keep on discharging its responsibilities in the years to come.

CORPORATE GOVERNANCE

Corporate Governance and Management Discussion & Analysis is attached and forms a part of this report.

LISTING ARRANGEMENTS

Your companys shares are listed on Calcutta and Bombay Stock Exchanges. The Annual listing fees in respect of all the exchanges have been paid up to date.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the support & cooperation from its dealers, distributors, employees, shareholders and bankers and look forward to their continued support.

On behalf of the Board of Directors

Kolkata RAGHU M0DY

the 19th day of May, 2010 CHAIRMAN



 
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