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Notes to Accounts of Rasoi Ltd.

Mar 31, 2015

1.1.1 i) Hypothecation charges over entire Current Assets of the Company including Stocks & Book Debts, both present and future.

ii) Mortgage / hypothecation charge over the entire Fixed Assets (Movable / Immovable) of the new plant of the Company at Falta, West Bengal

1.1.2 Pledge of Bonds - Refer Note 2.14-2

1.1.3 Disclosure of Trade Payables is based on the information available with the company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprise Development Act, 2006" (the Act). There are no delays in payment made to such suppliers. There is no overdue amount outstanding at the balance sheet date. Based on above the relevant disclosures u/s 22 of the Act are as follows:

2.1 Fixed Assets (Contd.)

2.1.1 In the year 2009-10, the Company based on the report issued by valuers has revalued Land & Building, Plant & Equipments and Electrical Installation on the basis of current market price. This resulted in increase in value of Fixed Assets by Rs. 78,174,395, comprising of Land Rs. 70,691,351, Building Rs. 2,576,940, Plant & Equipments, Rs. 4,251,409 and Electrical Installation Rs. 654,695 and the same had been included under the Fixed Assets and corresponding amount had been credited to Revaluation Reserve.

2.1.2 Consequent to the said revaluations there is an additional charge of depreciation of Rs. 788,953 (Previous Year Rs. 309,354) and the equivalent amount has been withdrawn from Revaluation Reserve has been transferred to General Reserve. In the previous year this was credited to the Statement of Profit and Loss. Moreover, on discardation / impairment of fixed assets (Refer note 2.35(ii)(b) & (c) and 2.10-7), Rs. 2,986,719 has been transferred from Revaluation Reserve to General Reserve during the year.

2.1.3 Refer to Note No. 2.6-1 of the financial statements.

2.1.4 Deductions/Adjustments under depreciation/impairment include impairment of Rs. 6,711,522 as per Note

No. 2.1.5(i). Deductions/Adjustments under Gross Block includes adjustments for discardation of Assets and amount written off there against as per Note No. 2.35(ii)(b) & (c).

2.1.6 Depreciation / amortisation for the current year amounting to Rs. 22,770,563 (Previous year Rs. 21,580,480) has been recognised as follows :-

2.1.7 During the year, depreciation has been provided based on the life of the assets as per Schedule II of the Companies Act, 2013. In term of said Schedule, the carrying amount of the asset existing as on 01st April 2014 has been depreciated over the remaining life of the assets. Consequent upon the application of Schedule II as above, depreciation for the year is higher by Rs. 769,744. Where the remaining life of the assets has been expired as on 1st April, 2014, the carrying amount of Rs. 7,906,016 (net off deferred tax of Rs. 3,535,396 ) has been fully depreciated and has been adjusted against General Reserve.

2.1.8 (i) Consequent to a technical review and assessment carried out during the year, impairment against Plant & Equipments amounting to Rs. 6,711,522 has been provided in these accounts.

(ii) In view of the management, other than those indicated in 2.35 (ii) (b) & (c) and 2.10-7(i) above, no adjustments on account of impairment have been considered necessary by the management as on 31st March, 2015.

2.1.9 Above Loans and Advances include interest free loan of Rs. 1,314,100 (Previous Year Rs. 2,658,600) given to employees for their personal purposes as per the compnay''s policy in this regard and Rs.34,000,000 (Previous Year Rs. 34,000,000) given to Thames Welfare Trust formed for exclusive benefit of the employees of the company.

2.1.10 Accumulated input VAT credit amounting to Rs. 128,013,864 (Previous Year Rs. 143,817,252) represents Company''s entitlement to input tax credit/ refund after the expiry of sales tax remission period i.e. 3rd June, 2013. In view of the management the claim is legally sustainable and recoverable and as such has been considered good and recoverable.

2.1.11 The classification of investments as Non-Current or Current Investments is as per Accounting Standard 13 on accounting for investments.

2.1.12 Previous Year-Pledge against Buyer''s credit -Refer Note 2.6-2

2.1.13 Previous Year-200 bonds Pledge against Buyer''s credit -Refer Note 2.6-2

2.1.14 Particulars of investment made by the company required to be furnished U/S 186 (4) of the Companies Act, 2013 are as given in note 2.14 hereinabove.

As At As At March 31,2015 March 31,2014

2.2 Contingent Liabilities (to the extent not provided for):

a) Sales Tax Matters in dispute against which Rs. 333,909 has been deposited (Previous Year Rs. 333,909) 11,751,402 11,751,402

b) Outstanding Bank Guarantees (Gross of Margin Money Rs. 3,942,000 Previous Year Rs. 2,140,513) 3,942,000 8,291,000

c) Guarantee given on behalf of a Body Corporate - 3,800,000

d) Excise and Customs Matters in dispute

- pending in appeal

- Demands relating to money credit on minor oils 16,620,812 16,620,812

- Custom Duty demand for quality and shortage of materials 18,879,980 18,879,980

- Excise duty demand on various products 850,419 850,419

e) Entry Tax 484,960 474,084

f) Income Tax matters -

- Demand on account of disallowance of depreciation on sales tax subsidy and other expense for Assessment Year 2007-2008, pending in appeal by the department. 137,555 137,555

- Interest of Rs. 8,147,739 on income tax refund recognised/assessed as income in earlier years pending final adjudication of the matter concerning capital assistance under Industrial Promotion Scheme before the Hon''ble High Court, Calcutta (excluding interest on income tax demand in respect of above interest component, the amount being unascertainable). 8,147,739 8,147,739

Note : Future cash outflows, if any,in respect of matters referred in para a, d, e and f above is dependent upon the outcome of judgement/decisions on the matters.

2.3 Earnings per Share :

Earnings per share has been calculated in accordance with the provisions of Accounting Standard-20 "Earnings Per Share".

The employees'' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment and medical leave is recognized in the same manner as gratuity.

2.4 Related Party Disclosures :

A) Names of related parties and description of relationship :

1 Associates Hindustan Composites Ltd

2 Promoters and / or Key Management Personnel (KMP) and their relatives

Mr Raghu Nandan Mody, Chairman

Smt Shashi Mody, Non Executive Director (Vice Chairperson upto 20.01.2015)

Mr Kapil Kaul, Executive Director and CFO

Mr M K Pandita, Wholetime Director

Smt Sumitra Devi Mody,Advisor (Wife of Mr Raghu Nandan Mody-Chairman)

Mr Varunn Mody (Son of Smt Shashi Mody-Non Executive Director)

3 Enterprise where KMP/Relatives of KMP have significant influence

Axon Trading & Mfg Co Ltd

Goodpoint Advisory Services and Investment Ltd

J L Morison India Ltd

Lotus Udyog Ltd

Leaders Healthcare Ltd

Noble Trading Co Ltd

Pallawi Resources Ltd

Pallawi Trading & Mfg Co Ltd

Rasoi Express Pvt Ltd

Silver Trading & Services Ltd

Surdas Trading & Mfg Co Ltd

2.5 Discontinued Operations

(i) Considering the current market condition and prospects thereof, the Board of Directors of the Com- pany (the Board) at its meeting held on 25th September, 2014 had decided to discontinue the Vanaspati / Edible Oil business (Edible Products segment) and production at Company''s factory at Banganagar, West Bengal. In order to utilise the available infrastructure and resources and in view of the potential, it has been decided to set up the state of the art manufacturing facilities for Baby Care products at the aforesaid factory for which necessary steps are under implementation by the management.

(ii) In view of the above:

a) Registered and unregistered trademark of the Company with all ancilliary rights and copyright works and rights relating thereto were assigned on 25.09.2014 in favour of Emami Bio-Tech Limited for a consideration aggregating Rs. 130,000,000.

b) Plant & Machineries pertaining to Company''s Vanaspati Division were discarded and categorised under "Other Current Assets" valued at realisable value as estimated by the independent valuer.

c) Subsequent to above, during the year the said assets have been sold for a consideration of Rs.30,285,750 and consequently loss (net) of Rs. 104,904,652 on account of discardation / sale as above has been shown under exceptional items.

(iii) Other disclosures in terms of "AS 24" on discontinued operations in this respect are as follows :

2.6 Exceptional items (net) shown under note no.2.35 (iii)(A) represent profit arising on transfer of Trademark, etc. [Refer Note No.2.35ii(a) above]. Expenses of Rs. 44,11,400 pertaining to transfer of Trademark, etc., loss of Rs.10,49,27,389 against discardation / sale of Plant & Machinery [Refer Note No. 2.35(ii)(b) & (c) above] and loss of Rs. 57,50, 375 arising on sale of stores etc. has been adjusted there against.

2.7 Certain debit and credit balances including Trade receivables, Trade Payables, advances from customers etc, deposits,certain advances recoverable are subject to confirmation / reconciliation and consequential impact thereof.

2.8 In view of discontinuation of Edible Products business as stated in Note No.2.35 hereinabove, previous year figures have been restated. These figures have been regrouped/ rearranged wherever necessary.

As per our Report of even date attached

Note:

A. There is significant influence due to percentage (%) of Share Capital.

B. Pursuant to the amendment made in Companies (Accounts) Amendment Rules, 2014 vide notification no. G.S.R. 723(E) dated 14th October, 2014 by the Ministry of Corporate Affairs, consolidation of financial statements is not applicable for financial year 2014-15.


Mar 31, 2014

2.1 Other Current Liabilities

2.1- 1 Secured by hypothecation of vehicles purchased there against.

2.1- 1 a The loan was repayable in 2 equal monthly installment and carried rate of interest @10.47% p.a.

2.1- 2 Investor Education & Protection Fund-Unclaimed Dividend (This does not include any amount due for payment to Investor Education and Protection Fund)

2.2- 1 The Company produces edible products from its single plant and as such has been considered by the Management as one Cash Generating Unit (CGU) for the purpose of determination of impairment in value of fixed assets. In view of the Management necessary factors for determining the impairment do not exist as on 31st March 2014.

2.2- 2 Assets of written down value of Rs. Nil (Previous Year Rs. 1,11,365) discarded from company''s old plant at New Alipore, Kolkata have been written off in the books and necessary adjustment for corresponding revaluation reserve has been carried out.

2.2- 3 In the year 2009-2010, the company based on the report issued by valuers revalued Land & Building, Plant & Equipments and Electrical Installation on the basis of current market price. This resulted in increase in value of Fixed Assets by Rs. 7,81,74,395 (Previous Year Rs. 7,81,74,395) comprising of Land Rs. 7,06,91,351 (Previous Year Rs. 7,06,91,351), Building Rs. 25,76,940 (Previous Year Rs. 25,76,940), Plant & Equipments Rs. 42,51,409 (Previous Year Rs. 42,51,409) and Electric Installation Rs. 6,54,695 (Previous Year Rs. 6,54,695) and the same had been included under the Fixed Assets and corresponding amount had been credited to Revaluation Reserve.

2.2- 4 Consequent to the said revaluations there is an additional charge of depreciation of Rs. 3,09,354 (Previous Year Rs. 3,09,397) and an equivalent amount has been withdrawn from Revaluation Reserve and credited to the statement of Profit & Loss.

Defined Benefit Scheme

The employees'' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment and medical leave is recognized in the same manner as gratuity.

March 31, 2014 March 31, 2013 Rs. Rs. 2.3 Contingent Liabilities :

a) Sales Tax Matters in dispute against which Rs.3,33,909 has been deposited (Previous Year Rs.3,33,909) 11,751,402 10,603,100

b) Outstanding Bank Guarantees (Gross of Margin Money Rs.21,40,513 Previous Year Rs.13,45,180) 8,291,000 8,004,000

c) Guarantee given on behalf of a Body Corporate 3,800,000 3,800,000

d) Excise and Customs Matters in dispute - pending in appeal -

- Demands relating to money credit on minor oils 16,620,812 16,620,812

- Custom Duty demand for quality and shortage of materials 18,879,980 18,879,980

- Excise duty demand on various products 850,419 850,419

e) Entry Tax 474,084 –

f) Income Tax matters -

- Demand on account of disallowance of depreciation on sales tax subsidy and other expense for Assessment Year 2007-2008, pending in appeal by the department. 137,555 137,555

- Interest of Rs. 81,47,739 on income tax refund recognised / assessed as income in earlier years pending final adjudication of the matter concerning capital assistance under Industrial Promotion Scheme before the Hon''ble High Court, Calcutta (excluding interest on income tax demand in respect of above interest component, the amount being unascertainable). 8,147,739 8,147,739

Note : Future cash outflows, if any, in respect of matters referred in para a, d and e above is dependent upon the outcome of judgement/ decisions.

2.4 Earnings per Share :

Earnings per share has been calculated in accordance with the provisions of Accounting Standard-20 "Earnings Per Share".

2.5 The disclosures required under Accounting Standard 15 "Employee Benefits" notified in the Companies (Accounting Standards) Rules, 2006 are given below :

Defined Benefit Scheme

The employees'' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment and medical leave is recognized in the same manner as gratuity.

Assumptions relating to future salary increases, attrition, interest rate for discount and overall expected return on assets has been considered based on relevant economic factors such as inflation, market growth and other factors applicable to the period over which the obligation is expected to be settled.

The Company expects to contribute Rs. 21 Lacs to Gratuity Fund in 2014-2015.

2.6 Based on organisational structure as well as considering different risks and returns, manufacturing and trading of edible products and Income from Investment and Treasury Operation have been identified as two separately reportable business segments i.e. Edible Products and Investment and Treasury. Accord- ingly, the figures for the previous year have also been disclosed for both the segments. The Company has one geographical segment in India.

1 Associates

Hindustan Composites Ltd.

Eastern India Edible Oils & Foods Products Ltd. (upto 20.06.2012)

2 Key Management Personnel (KMP) and their relatives

Mr Raghu Nandan Mody, Chairman

Smt Shashi Mody, Vice Chairperson

Mr Kapil Kaul, Wholetime Director (upto 14.06.2012) and reappointment w.e.f. 01.01.2013

Mr M K Pandita, Wholetime Director

Smt Sumitra Devi Mody, Advisor

(Wife of Mr Raghu Nandan Mody-Chairman)

Mr Varunn Mody (Son of Smt Shashi Mody-Vice Chairperson)

3 Enterprise where KMP/Relatives of KMP have significant influence

Axon Trading & Mfg Co. Ltd.

Goodpoint Advisory Services and Investments Ltd.

J L Morison (India) Ltd.

Lotus Udyog Ltd.

Looklink Finance Ltd.

Leaders Healthcare Ltd.

Manoj Mody Foundation

(Mr Raghu Nandan Mody & Smt Shashi Mody-Trustee) Noble Trading Co. Ltd.

Pallawi Resources Ltd.

Pallawi Trading & Mfg. Co. Ltd.

Rasoi Express Pvt. Ltd.

Silver Trading & Services Ltd.

Surdas Trading & Mfg. Co. Ltd.

2.7 Loans and Advances include interest free loan of Rs. 38,51,650 (Previous Year Rs. 41,71,575) given to employees and Rs. 3,40,00,000 (Previous Year Rs. 3,40,00,000) given to Thames Welfare Trust formed for exclusive benefit of the employees of the company.

2.8 The classification of investments as Non-Current or Current Investments as per Note 2.12 and 2.15 is as per Accounting Standard 13 on accounting for investments.

2.9 The company was entitled for remission of Sales Tax / VAT upto 03.06.2013 as per West Bengal Incentive Scheme,1999 and thereby other operating income does not include such incentive after the said date.

2.10 Certain debit and credit balances including Customers, Body Corporates, Consignment Agent & Stock lying with third parties are subject to confirmation / reconciliation and consequential impact thereof.

2.11 Previous Year''s figures have been regrouped / rearranged wherever necessary.


Mar 31, 2013

1.1 Based on organisational structure as well as considering different risks and returns, manufacturing and trading of edible products and Income from Investment and Treasury Operation have been identified as two separately reportable business segments i.e. Edible Products and Investment and Treasury. Accord- ingly, the figures for the previous year have also been disclosed for both the segments. The Company has one geographical segment in India.

1.2 Related Party Disclosures :

A) Names of related parties and description of relationship :

1 Associates Hindustan Composites Ltd.

Eastern India Edible Oils & Foods Products Ltd. (upto 20.06.2012) Looklink Finance Ltd. (upto 01.01.2012)

2 Key Management Personnel (KMP) and their relatives

Mr Raghu Mody, Chairman

Smt Shashi Mody, Vice Chairperson

Mr Kapil Kaul, Wholetime Director (upto 14.06.2012) and reappointment w.e.f. 01.01.2013

Mr M K Pandita, Wholetime Director

Smt Sumitra Devi Mody, Advisor (Wife of Mr Raghu Mody-Chairman)

Mr Varunn Mody (Son of Smt Shashi Mody-Vice Chairperson)

3 Enterprise where KMP/Relatives of KMP have significant influence

Alipore Consultants Ltd.

Axon Trading & Mfg Co Ltd.

Goodpoint Advisory Services and Investments Ltd.

J L Morison (India) Ltd.

Lotus Udyog Ltd.

Looklink Finance Ltd. (w.e.f. 02.01.2012)

Leaders Healthcare Ltd.

Manoj Mody Foundation (Mr Raghu Mody & Smt Shashi Mody-Trustee)

Noble Trading Co Ltd.

Pallawi Resources Ltd.

Pallawi Trading & Mfg. Co. Ltd.

Rasoi Express Pvt. Ltd.

Silver Trading & Services Ltd.

Surdas Trading & Mfg. Co. Ltd.

1.3 Loans and Advances include interest free loan of Rs. 4,171,575 (Previous Year Rs. 4,000,625) given to employees and Rs. 34,000,000 (Previous Year Rs. 30,000,000) given to Thames Welfare Trust formed for exclusive benefit of the employees of the company.

1.4 The classification of investments as non-current or current investments as per Note 2.12 and 2.15 is as per Accounting Standard 13 on accounting for investments.

1.5 Certain debit and credit balances including customers, body corporates, consignment agent & stock lying with third parties are subject to confirmation / reconciliation and consequential impact thereof.

1.6 Previous year''s figures have been regrouped / rearranged wherever necessaary.


Mar 31, 2012

1.1.1 The Company has brought forward business losses. However, no deferred tax assets against the same has been created considering the requirement for virtual certainty in realisation thereof.

1.1.1 Secured by :-

i) Hypothecation charges over entire Current Assets of the Company including Stocks & Books Debts, both present & future

ii) Mortgage / hypothecation charge over the entire Fixed Assets (Movable / Immovable) of the New Plant of the Company at Falta, West Bengal.

1.2.1 Disclosure of Trade Payables is based on the information available with the company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprise Development Act, 2006" (the Act). There are no delays in payment made to such suppliers. There is no overdue amount outstanding at the balance sheet date. Based on above the relevant disclosures u/s 22 of the Act are as follows :

1.3.1 Secured by hypothecation of vehicles purchased there against

1.3.1 a The loan is repayable in 7 equal monthly installment and carries rate of interest @11.05%p.a.

1.3.1 b The loan is repayable in 12 equal monthly installment and carries rate of interest @10.47%p.a.

1.3.2 Investor Education & Protection Fund-Unclaimed Dividend (This does not include any amount due for payment to Investor Education and Protection Fund)

1.4.1 The Company produces edible products from its single plant and as such has been considered by the Management as one Cash Generating Unit (CGU) for the purpose of determination of impairment in value of fixed assets. In view of the Management necessary factors for determining the impairment do not exist as on 31st March 2012.

1.4.2 Assets of written down value of Rs.23,26,272 (Previous Year Rs. 7,62,024 )discarded during the year have been written off in the books related to assets transferred from company's old plant which was situated at 1, Station Road, New Alipore, Kolkata and necessary adjustment for revalued assets were made on the date of discard from revaluation reserve.

1.4.3 In the year 2009-2010,the company based on the report issued by valuers has revalued Land & Building, Plant & Equipments and Electrical Installation on the basis of current market price. This has resulted in increase in value of Fixed Assets by Rs.8,03,60,191 (Previous Year Rs.8,04,49,055) comprising of Land Rs.7,28,74,771(Previous Year Rs.7,28,74,771), Building Rs.25,76,940 (Previous Year Rs.25,76,940), Plant & Equipments Rs.42,53,785 (Previous Year Rs.43,42,649) and Electric Installation Rs.6,54,695 (Previous Year Rs.6,54,695) and the same has been included under the Fixed Assets and corresponding amount has been credited to Revaluation Reserve.

1.44 Consequent to the said revaluations there is an additional charge of depreciation of Rs.3,14,043 (Previous Year Rs.3,21,223) and an equivalent amount has been withdrawn from Revaluation Reserve and credited to the statement of Profit & Loss.

1.5.1 Accumulated input VAT credit amounting to Rs.12,33,11,982 (Previous Year Rs.9,28,10,976) against which the company shall be entitled to input tax rebate after the expiry of sales tax remission period i.e. 3rd June, 2013.

In view of the management the claim is legally sustainable and as such has been considered good and recoverable

March 31. 2012 March 31, 2011 Rs. Rs.

1.6 Contingent Liabilities :

a) Sales Tax Matters in dispute against which Rs.3,33,909 has been deposited (Previous Year Rs.3,33,909) 10.603.100 12,382,088

b) Outstanding Bank Guarantees (Gross of Margin Money Rs.11,12,130/- Previous Year Rs.11,12,130/-) 7.519.000 7,662,000

c) Guarantee given on behalf of a Body Corporate 3.800.000 3,800,000

d) Excise and Customs Matters in dispute - pending in appeal -

- Demands relating to money credit on minor oils 16.620.812 16,620,812

- Custom Duty demand for quality and shortage of materials 18.879.980 18,879,980

- Excise duty demand on various products 850.419 850,419

e) Income Tax matters -

- Demand on account of disallowance of depreciation on sales tax subsidy and other expense for Assessment Year 2007-2008, pending in appeal by the department. 137.555 137,555

- Interest of Rs.81,47,739 (Previous year Rs.1,22,32,832) on income tax refund received in respect of following years had been recognised / assessed as income though final adjudication of the issue concerning capital assistance under Industrial Promotion Scheme resulting in the said refund is pending at Hon'ble High Court, Calcutta in appeals filed by the Income Tax Department. 8.147.739 12,232,832

1.7 Earnings per Share :

Earnings per share has been calculated in accordance with the provisions of Accounting Standard-20 "Earnings Per Share" issued by The Institute of Chartered Accountants of India.

Defined Benefit Scheme

The employees' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment and medical leave is recognized in the same manner as gratuity.

The Company expects to contribute Rs.21 Lacs to Gratuity Fund in 2012-2013.

* This figure are given in rupees in lacs as provided by the actuary

1.8 Based on organisational structure as well as considering different risks and returns, manufacturing and trading of edible products and Income from Investment and Treasury Operation have been identified as two separately reportable business segments i.e. Edible Products and Investment and Treasury. Accordingly, the figures for the previous year have also been disclosed for both the segments. The Company has one geographical segment in India.

1.9 Related Party Disclosures : A) Names of related parties and description of relationship :

1 Subsidiary Company Eastern India Edible Oils & Foods Products Ltd (upto 28.03.2012)

2 Associates Hindustan Composites Ltd

J L Morison India Ltd

Looklink Finance Ltd (Formerly known as Rasoi Finance Ltd) (upto 01.01.2012 )

Eastern India Edible Oils & Foods Products Ltd (w.e.f.29.03.2012)

3 Key Management Personnel (KMP) and their relatives

Shri Raghu Mody, Chairman

Smt Shashi Mody, Vice Chairperson

Shri Kapil Kaul, Wholetime Director

Shri Maharaj Krishen Pandita, Wholetime Director (w.e.f. 14.11.2011)

Smt Sumitra Devi Mody,Advisor (Wife of Shri Raghu Mody-Chairman)

4 Enterprise where KMP/Relatives of KMP have significant influence

Alipore Consultants Ltd

Axon Trading & Mfg Co Ltd

Lotus Udyog Ltd

Looklink Finance Ltd (Formerly known as Rasoi Finance Ltd) (w.e.f. 02.01.2012)

Leaders Healthcare Ltd (Formerly known as Leaders Healthcare Pvt Ltd)(w.e.f. 01.03.2012)

Good Point Advisory Services and Investment Ltd (Formerly known as Mody Investors Pvt Ltd., w.e.f. 19.03.2012)

Noble Trading Co Ltd

Pallawi Resources Ltd

Pallawi Trading & Mfg Co Ltd

Rasoi Express Pvt Ltd

Silver Trading & Services Ltd

Surdas Trading & Mfg Co Ltd

1.10 Loans and Advances include interest free loan of Rs. 40,00,625 (Previous Year Rs. 47,71,484) given to employees and Rs.3,00,00,000 (Previous Year Rs. Nil) given to Thames Welfare Trust formed for exclusive benefit of the employees of the company.

1.11 The classification of investments as Non-Current or Current Investments as per Note 2.12 and 2.15 is as per Accounting Standard 13 on accounting for investments.

1.12 Till the year ended March 31, 2011, the company was using pre-revised Schedule-VI to the Companies Act,1956, for the preparation and presentation of its financial statements. During the year ended 31st March 2012, the revised Schedule-VI notified under the Companies Act,1956, has become applicable to the company. The company has reclassified previous year figures to confirm to this years classification.


Mar 31, 2011

1. Contingent Liabilities: 31st March 2011 31st March 2010 Rs. Rs.

a) Sales Tax Matters in dispute against which Rs. 3,33,909 has been deposited (Previous Year Rs.3,33,909) 12,382,088 12,382,088

b) Outstanding Bank Guarantees (Gross of Margin Money Rs.11,12,130 Previous Year Rs.11,12,130) 7,662,000 7,162,000

c) Guarantee given on behalf of a Body Corporate 3,800,000 3,800,000

d) Excise and Customs Matters in dispute - pending in appeal

- Demands relating to money credit on minor oils 16,620,812 16,620,812

- Custom Duty demand for quality and shortage of materials 18,879,980 18,879,980

- Excise Duty demand on various product 850,419 850,419

e) Income Tax matter -

- Demand on account of disallowance of depreciation on capital sales tax subsidy and other expense for Assessment Year 2007-2008, pending in appeal 137,555 137,555

-Interest of Rs. 1,22,32,832 on 12,232,832 12,232,832 income tax refund received in earlier years had been recognised Amount of / assessed as income in earlier interest on years though final adjudication above is not of the issue concerning capital ascertainable assistance under Industrial Promotion Scheme resulting in the said refund is opening at Hon'b;e High Court, Calcutta on an appeal filed by the Income Tax Department.

Note : Future cash outflows, if any, irespect of matters referred in para (a), (d) and (e) above is dependent upon the outcome of judgement/decisions.

4 a) The Company produces edible products from its single plant and as such has been considered by the Management as one Case Generating Unit (CGU) for the purpose of determination of impairment in value of fixed assets. In view of the Management necessary factors for determining the impairment do not exist as on 31st March, 2011.

b) Assets of written down value of Rs. 7,62,024 (Previous Year Rs. 15,34,000) discarded during the year have been written off in the books.

2. Miscellaneuos Income include Rs. 1,14,56,272 on account of gain on commodities transaction (Previous Year Rs. 52,99,027), Rs. 1,63,02,208 on account of Refunds and claims (Previous Year Rs. 9,905) and Rs. 15,18,968 on account of sale of scrap (Previous Year Rs. 7, 42,484)

3. a) The break up of deferred tax assets and deferred tax liabilities are as given below :-

The Company has brought forward business losses. However, no deferred tax assets against the same has been created considering the requirement for virtual certainty in realisation thereof.

b) The credit for Minimum Alternate Tax considering the prudence has not been recognised in these accounts.

4. Certain debit and credit balances including Bank, Sundry Debtors, Consignment Agent & Stock lying with third parties are subject to confirmation / reconcilation and consequential impact thereof.

5. Loans and advances include

- Accumulated input VAT credit amounting to Rs. 9,28,10,976 (Previous year Rs. 7,24,30,509) against which the company shall be entitled to input tax rebate after the expiry of sales tax remission period i.e. 2nd June 2013.

In view of the management the claim is legally sustainable and as such has been considered good and recoverable.

6. Earnings per Share

Earnings per share has been calculated in accordance with the provisions of Accounting Standard-20 "Earnings Per Share" issued by the Institute of Chartered Accountants of India.

7. a. In the year 2009-2010, the company based on the report issued by valuers has revalued Land & Building situated at New Alipore, Kolkata and Land & Building, Plant & Machinery and Electrical Installation situated at Banganagar, South 24 Parganas West Bengal on the basis of current market price. This has resulted in increase in value of Fixed Assets by Rs. 8,04,49,055 (Previous Year Rs. 77,83,37,614) comprising of Land Rs. 7,28,74,771 (Previous Year Rs. 77,06,20,437), Building Rs. 25,76,940 (Previous Year Rs. 25,76,940), Plant & Machinery Rs. 43,42,649 (Previous Year Rs. 44,85,542) and Electric Installation Rs 6,54,695 (Previous Year Rs. 6,54,695) and the same has been included under the Fixed Assets and corresponding amount has been credited to Revaluation Reserve.

b. Consequent to the said revaluations there is an additional charge of depreciation of Rs. 3,21,223 (Previous Year Rs. 2,86,133) and an equivalent amount has been withdrawn from Revaluation Reserve and credited to the Profit & Loss Account. This has no impact on profit for the period.

8. During the year based on organisational structure as well as considering different risks and returns, manufacturing and trading of edible products and Income from Investment and Treasury Operation have been identified as two seperately reportable business segments i.e. Edible Products and Investment and Treasury. Accordingly, the figures for the previous year have also been disclosed for both the segments. The Company has one geographical segment in India.

9. The disclosures required under Accounting Standard 15 "Employee Benefits" notified in the Companies (Accounting Standards) Rules, 2006 are given below.

Defined Benefit Scheme

The employees' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment and medical leave is recognized in the same manner as gratuity.

Disclosure for Gratuity Liability Funded

Assumption relating to future salary increases, attrition, interest rate for discount and overall expected return on assets has been considered based on relevant economic factors such as inflation, market growth and other factors applicable to the period over which the obligation is expected to be settled.

The Company expects to contribute Rs. 12.30 Lacs to Grautity Fund in 2011-2012.

10. Related Party Disclosures

A) Names of related parties and description of relationship :

1. Subsidiary Company Eastern India Edible Oils & Foods Products Ltd. (Incorporated on 29.12.2010)

2. Associates Hindustan Composites Ltd. Rasoi Finance Ltd.

3. Key Management Shri Raghu Mody, Chairman Personnel (KMP) Smt. Shashi Mody, Vice Chairperson and their relatives Shri Kapil Kaul, Whole time Director Smt. Sumitra Devi Mody, Advisor (Wife of Shri Raghu Mody-Chairman)

4. Enterprise where Alipore Consultants Ltd. KMP/Relatives of KMP Axon Trading & Mfg. Co. Ltd. have significant J L Morison India Ltd. influance Lotus Udyog Ltd. Leaders Healthcare Pvt. Ltd. Mody Investors Pvt. Ltd. Noble Trading Co. Ltd. Pallawi Resources Ltd. Pallawi Trading & Mfg. Co. Ltd. Rasoi Express Pvt. Ltd. Silver Trading & Services Ltd. Surdas Trading & Mfg. Co. Ltd.

11. Eastern India Edible Oils and Food Products Ltd. has been incorporated on 29th December 2010, with a paid up share capital of Rs, 5,00,000 and has become wholly owned subsidiary on 19th January 2011 on allotment of entire equity shares to the Company. However, the Operations in respect of the said subsidiary are yet to be established. Pending this and determination of exact status vis a vis Company's long-term involvement ther of, the accounts of the Company has not been consolidated with the Company.

12. Investment in secured 9.5% Coupon Non Convertible Debentures of Tata Motors Ltd. valuing Rs. 5,00,00,000 which were hitherto treated as long term investments, have been reclassified during the year as current investments. However, this does not have any impact on the accounts of the Company.

13. Previous Year's Figures have been regrouped and rearranged wherever necessary.


Mar 31, 2010

1. Contingent Liabilities : 31st March 2010 31st March 2009 Rs. Rs.

a) Sales Tax Matters in dispute against which Rs. 3,33,909 12,382,088 13,935,290 has been deposited (Previous Year Rs.17,06,457)

b) Outstanding Bank Guarantees (Gross of Margin Money Rs.11,12,130, Previous Year Rs.11,12,130) 7,162,000 7,162,000

c) Guarantee given on behalf of a Body Corporate 3,800,000 3,800,000

d) Excise and Customs Matters in dispute - pending in appeal

- Demands relating to money credit on minor oils 16,620,812 66,456,797

- Regarding refund received against PLA Balance lying with 41,000,000 Excise Authorities in terms of the order of Honble High Court, Calcutta and also upheld by Honble Supreme Court of India, allowed by Deputy Commissioner, central Excise subject to decision pending in department appeal before CESTAT, Kolkata

- Custom Duty demand for quality and shortage of materials 18,879,980 18,879,980

- Excise Duty demand on various product 850,419 1,067,803

e) Income Tax matter -

- Demand on account of disallowance of depreciation on capital 137,555 sales tax subsidy and other expense for Assessment Year 2007-2008, pending in appeal

-Interest of Rs. 1,22,32,832 on income tax refund received in 12,232,832 12,232,832 earlier years had been recognised / assessed as income in earlier years. Amount of interest on tho ugh final adjudication of the issue amount of interest on concerning capital assistance above is not under Industrial above is not ascertainable Promotion Scheme resulting in the said refund is ascertainable pending at Honble High Court, Calcutta on an appeal filed by the Income Tax Department.

2 a) Unhedged Foreign Currency Exposures :

b) Expenditure on account of premium on forward Exchange contracts to be recognised in the Profit and Loss Account of subsequent accounting period aggregating to Rs. Nil (Previous Year Rs. 96,622)

3 a) The Company produces edible products from its single plant and as such has been considered by the Management as one Case Generating Unit (CGU) for the purpose of determination of impairment in value of fixed assets In view of the Management necessary factors for determining the impairment do not exist as on 31st March, 2010.

b) Assets of written down value of Rs. 15,34,000 (Previous Year Rs. 8,806) discarded during the year have been written off in the books.

c) Plant & Machinery includes Rs. Nil which are held for disposal. (Previous Year Rs. 67,66,418).

d) Estimated amount of contracts remaining to be executed or Capital Account Rs. Nil (Previous Year Rs. 5,00,760 ) and not provided for. Advance Rs. Nil (Previous year Rs. 1,67,600).

4. Disclosure of Sundry Creditors is based on the information available with the Company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprise Development Act, 2006. There is no overdue amount outstanding as at the Balance Sheet date. The relevant disclosures as required under the Act are as follows :

5. Bank balances with respect to unpaid dividend account is subject to necessary reconcilations from bank. Pending this reconcilation , Rs. 56,639 due and payable to Investors Education & Protection Fund has been deposited with the fund.

The Company has brought forward business losses, which in the opinion of management can be realised against future income due to augmentation of resources on account of sale of New Alipore property at Kolkata. However, as a matter of ^abundant precaution and prudence, no deferred tax assets against the same has been created and the company has recognised deferred tax liability in the accounts for the year and this being timing difference will be reversed in future years.

6. The Company has only one business segment "edible products". Further since virtually all sales are effected in domestic market, there is only one geographical segment. Therefore, the disclosure requirement for "Segment reporting" is not applicable to the company.

7. Certain debit and credit balances including Bank, Sundry Debtors, Consignment Agent & Stock lying with third parties are subject to confirmation / reconcilation and consequential impact thereof.

8. Loans and advances include

- Accoumulated input VAT credit amounting to Rs. 7,24,30,509 (Previous Rs. 6,36,63,554) against which the company shall be entitled to input tax rebate after the expiry of sales tax remission period i.e. 2nd June 2013 and as such has been considered good and recoverable.

9. Earnings per Share

Earnings per share after considering the increase in share capital as per 12 above has been calculated in accordance with the provisions of Accounting Standard-20 "Earnings Per Share" issued by the Institute of Chartered Accountants of India.

10. a. During the year, the company based on the report issued by valuers has revalued Land & Building situated at New Alipore, Kolkata and Land & Building, Plant & Machinery and Electrical Installation situated at Banganagar, South 24 Parganas, West Bengal on the basis of current market price. This has resulted in increase in value of Fixed Assets by Rs. 77,83,37,614 comprising of Land Rs. 77,06,20,437, Building Rs. 25,76,940, Plant & Machinery Rs. 44,85,542 and Electric Installation Rs. 6,54,095 and the same has been included under addition to the Fixed Assets for the year and corresponding amount has been created to Revaluation Reserve.

b. Consequent to the said revaluations there is an additional charge of depreciation of Rs. 2,86,133 and an equivalent amount, has been withdrawn from Revaluation Reserve and credited to the Profit & Loss Account. This has no impact on profit for the period.

11. Pursuant to an agreement dated 01.09.2009 entire Land & Building situated at Companys unit at New Alipore, Kolkata has been sold for a consideration of Rs. 85,00,00, 000 and resulting profit of Rs. 15,06,72,296 has been shown as profit on sale of fixed assets under schedule M relating to other income. Revaluation Reserves relatable to the said assets amounting to Rs. 69,77,45,666 having been realised has been transferred to General Reserve.

12.a. Interest Paid Includes Rs. Nil (Previous Year Rs. 19,52,319) on account of Exchange Fluctuation Loss.

b. Miscellaneous Income include Rs. 52,99,027 on account of gain on commodities transaction (Previous Year Nil).

13. The disclosure required under Accounting Standard 15 "Employee Benefits" notified in the Companies (Accounting Standards) Rules, 2006 are given below :

Defined Contribution Scheme

Contribution to Defined Contribution Plan, recognised for the year are as under:

Defined Benefit Scheme

The employees gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment and medical leave is recognized in the same manner as gratuity.

I) Disclosure for Gratuity Liability Funded

Change in the present value of the defined benefit obligation representing reconcilliation of opening and closing balances

Assumption relating to future salary increases, attrition, interest rate for discount and overall expected return on assets has been considered based on relevant economic factors as inflation, market growth and other factors applicable to the period over which the obligation is expected to be settled.

The Comapany expects to contribute Rs. 11.25 Lacs to Grautity Fund in 2010-2011.

14. Related Party Disclosures

A) Names of related parties and description of relationship :

1 Associates Hindustan Composites Ltd. Rasoi Finance Ltd.

2.Key Management Personnel (KMP) and their relatives Shri Raghu Mody, Chairman Smt. Shashi Mody, Vice Chairperson (Wholetime Director upto 30.10.2009) Smt. Sumitra Devi Mody, Advisor (Wife of Shri Raghu Mody-Chairman) Shri Kapil Kaul, Whole time Director

3. Enterprise where KMP/Rela tives of KMP have significant influance Alipore Consultants Ltd. Axon Trading & Mfg. Co. Ltd. J L Morison India Ltd. Lotus Udyog Ltd. Leaders Healthcare Pvt. Ltd. Mody Investors Pvt. Ltd. Noble Trading Co. Ltd. Pallawi Resources Ltd. Pallawi Trading & Mfg. Co. Ltd. Rasoi Express Pvt. Ltd. Silver Trading & Services Ltd. Surdas Trading & Mfg. Co. Ltd.

Note : 1) The liability towards gratuity and leave encashment is computed on a Group Basis and separate figure for any individual employee are not available.

2) As per appointment terms no commission is payable to managerial personnel and therefore computation of net profits in accordance with section 349 of the Companies Act, 1956 has not been disclosed.

* 61 MT excess received from suppliers (Previous Year 70.50 MT short received)

** 370 Kgs (Previous Year 140 Kgs received in short) of Soya Chunk received in excess during the year.

15. Previous Years Figures has been regrouped / rearranged wherever necessary.

Signature to Schedule A to R which form an integral part of the accounts

 
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