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Notes to Accounts of Rasoya Proteins Ltd.

Mar 31, 2016

SIGNIFICANT ACCOUNTING POLICIES & NOTES TO THE ACCOUNTS_

Company Overview

Rasoya Proteins Limited (the Company) is mainly engaged in the business of soya seed solvent extraction and has two oil refinery units. The company is also has a power generation plant which provides captive power and electricity to the solvent unit of the company. Over the years the company has become a leading processor of Soya seed in Maharashtra. The main products of the company are De-oiled cake (DOC), crude oil, refined edible soya oil and other various other consumer products.

The company is having following subsidiaries:

i) RPL International Trade - FZE situated in Sharjah, Dubai is fully owned subsidiary company mainly engaged in trading of edible oils.

ii) RPL (HK) Foods & Feeds Corporation Ltd, situated in Honking is a fully owned subsidiary company has not started its business operations.

1. SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis of preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) including the Accounting Standards notified under the relevant provisions of the Companies Act, 2013.

The financial statements have been prepared on accrual basis under the historical cost convention.

1.2 Use of Estimates

The preparation of the financial statements in conformity with Indian GAAP requires judgments, estimates and assumptions to be made that affect the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The estimates used in preparation of the financial statements are prudent and reasonable. The differences between the actual results and the estimates are recognized in the periods in which the results are known / materialized.

1.3 Fixed Assets

Fixed assets are stated at cost of acquisition or construction less accumulated depreciation and impairment loss. All advances of capital nature have been directly capitalized to respective heads. Fixed Assets are capitalized on the day the assets are ready for their intended use.

Borrowing Cost directly attributable to acquisition / construction of fixed assets which necessarily take a substantial time to get ready for their intended use are capitalized along with the cost of the asset.

1.4 Intangible Assets

Intangible Assets are stated at cost of acquisition net of recoverable taxes less accumulated amortization. All costs directly attributable to acquisition to the intangible assets are capitalized along with the cost of the asset.

1.5 Depreciation and Amortization

Depreciation has been provided on a straight-line method at the rates and in the manner prescribed in Schedule XIV to the Companies Act, 1956.

i) Depreciation on machinery spares of the nature of capital / insurance spares and having irregular use is provided prospectively over a period, not exceeding the useful life of the fixed assets to which they relate.

ii) Depreciation on addition to the fixed assets or on sale / discernment of assets, is calculated on pro-rata basis.

iii) Cost of Software & ERP Package is amortized over a period of five years. Net block of opening software taken as gross block for the year.

iv) Expenditure incurred on power plant, after the plant is ready for commercial production up to 31st March, 2010 are being carried forward as Deferred Revenue Expenditure and will be written off in five years from the date of commercial production.

v) The useful life of the fixed assets has to be determined in accordance with the schedule II of the companies Act 2013 effective from April 1, 2014. the company has provided the depreciation as per the schedule XIV of the companies Act 1956 for all the assets except Plant & Machinery. The depreciation on Plant & Machinery has been considered on the basis of useful life estimated as per the report obtained from chartered engineer.

vi) In case of assets whose useful life is over as per Companies Act, 2013, the depreciation for earlier years has been duly adjusted by debiting reserve account.

1.6 Investments

Investments are classified as current or long-term in accordance with Accounting Standard 13 on “Accounting for Investments”. Current investments are stated at cost or fair value whichever is less. Long term investments are stated at cost.

1.7 Revenue Recognition

Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or collection.

Sales of goods

Sales are recognized, net of returns and trade discounts, on transfer of significant risks and rewards of ownership to the buyer, which generally coincides with the delivery of goods to customers.

Sale of Power is accounted for, based on the provisions of Energy Purchase Agreement entered into with Maharashtra State Electricity Distribution Co. Ltd. Captive consumption of steam and power are accounted for, at annual average cost plus a particular margin of the said cost or prevailing MSEDCL billing rates whichever is lower.

1.8 Other income

Interest income is accounted on accrual basis. Other income includes contract settlement income which are balances of sundry debtors and sundry creditors for goods and capital items identified by the management which are not receivable or payable in future.

1.9 Inventories

a) Raw Materials, process chemicals, stores and spares, packing materials and other products are valued at weighted average cost. Cost comprises all cost of purchases, direct expenses and other expenses incurred in bringing the inventories to the present location and condition.

b) Finished Goods are valued at cost or net realizable value, whichever is lower (including excise duty at the rates applicable). Cost of finished goods all direct costs and appropriate proportion of overheads as applicable.

c) By-products/Scrap materials are valued at net realizable value (including excise duty at the rates applicable).

1 .10 Government grants, subsidies and export incentives

Government grants and subsidies are recognized when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants / subsidy will be received.

Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving the same. Government grants and subsidies received or receivable are reduced from the related expenses for which they are intended to compensate.

1.11 Sundry Debtors, Loans and Advances

Sundry Debtors and Loans and Advances are stated after making adequate provision for doubtful debts. The debts written off are debited to the Profit and Loss Account and are stated Net of Debit/Credit Balances written off, wherever applicable. Irrecoverable amounts, if any, that may arise due to unadjusted and unsettled claims in respect of various items like rebate, discounts, short receipts defective supplies etc. are accounted and/or provided only upon final settlement of account with the parties as per the management’s judgment of the potential outcome.

1.12Retirement Benefits

a) Defined contribution plan

Provident fund and Employee'' State Insurance Corporation (ESIC) are the defined contribution schemes offered by the Company. The contributions to these schemes are charged to the profit and loss account of the year in which contribution to such schemes becomes due.

b) Defined benefit plan and Long term Employee benefits

Gratuity liability is provided on the basis of an actuarial valuation made at the end of each financial year as per Projected Unit Credit method. Actuarial gains or losses arising from such valuation are charged to revenue in the year in which they arise.

Provision for Leave Encashment is made on accrual basis on the basis of accumulated leave to the credit of the employee as at the year end, based on arithmetical calculations.

1.13Foreign currency transactions and translations

i) Foreign currency transactions are recorded on initial recognition in the reporting currency, using the exchange rate at the date of the transaction.

ii) At each balance sheet date, foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried at historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

iii) Exchange differences that arise on settlement of monetary items or on reporting at each balance sheet date of the Company’s monetary items at the closing rate are recognized as income or expense in the period in which they arise.

iv) The premium or the discount on forward exchange contracts not relating to firm commitments or highly probable forecast transactions and not intended for trading or speculation purpose is amortized as expense or income over the life of the contract.

1.14 Borrowing Cost

Borrowing cost directly attributable to the acquisition or construction of qualifying assets as defined in Accounting Standard 16 on “Borrowing Costs” are capitalized as part of the cost of such assets up to the date when the asset is ready for its intended use. Other borrowing cost are charged to the profit and loss account in the year in which the same is incurred.

1.15Taxes on Income

Provision for current tax is made on the basis of estimated taxable income for the current accounting year computed in accordance with the Income Tax Act, 1961.

Deferred tax resulting from timing differences between the book profits and tax profits for the year is accounted for, using the tax rates and laws that have been substantively enacted as of the balance sheet date. Deferred tax assets arising from timing differences are recognized to the extent there is reasonable certainty that these would be realized in the future.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognized as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.

1.16lmpairment of Fixed Assets

Consideration is given at each balance sheet date to determine whether there is any indication of impairment of the carrying amount of the Company’s fixed assets. If any indications exists, an asset’s recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceed its recoverable amount. The recoverable amount would be greater of the net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value based on an appropriate discount factor.

1.17Earnings Per Share

The Company reports basic and diluted Earnings per share (EPS) in accordance with Accounting Standard 20 on “Earnings per Share”. Basic EPS is computed by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted EPS is computed by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares, except where the results are anti-dilutive.

1.18Segment reporting

The Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organization structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.

The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment.

Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors.

Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities”.

1.19Cash Flow Statement

The Cash Flow Statement is prepared by the “indirect method” set out in Accounting Standard 3 on “Cash Flow Statements” and presents the cash flows by operating, investing and financing activities of the Company. Cash and Cash equivalents presented in the Cash Flow Statement consist of cash on hand and unencumbered, highly liquid bank balances.

1.20Financial Derivatives and Hedging transactions

In respect of derivative contracts, premium paid, gains / losses on settlement and losses on restatement are recognized in the Profit and Loss account except in case where they relate to the acquisition or construction of fixed assets, in which case, they are adjusted to the carrying cost of such assets.

1.21 Provisions, Contingent liabilities and Contingent Assets

Contingent liabilities as defined in Accounting Standard 29 on “Provisions, Contingent Liabilities and Contingent Assets” are disclosed by way of notes to the accounts. Disclosure is not made if the possibility of an outflow of future economic benefits is remote. Provision is made if it is probable that an outflow of future economic benefits will be required to settle the obligation.

1.22 Insurance claims

Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that there is no uncertainty in receiving the claims.

a) The Term Loans are secured by first pari-passu charge among the term lenders on the Fixed Assets of the company both present and future and second pair passé charge on the current assets. Further these Term Loans are secured by personal guarantee of Managing Director of the Company.

b) The Karur Vysya Bank has transferred it''s entire fund based facility outstanding as on 28/03/2016 which comprise of the entire Project Term Loan, Working Capital Term Loan (WCTL), Funded Interest Term Loan (FITL) and other loans to M/s J. M. Financial Assets Reconstruction Company Pvt. Ltd., Mumbai.

c) The status of all the Term Loan & Other Facilities included in (a) above is remain to be classified as Non Performing Assets (NPA).

d) The Vehicle loans are secured by the hypothecation of Vehicles._

c) The status of all Working Capital Loans, which were secured by the first pari-passu charge on the current assets of the company both present and future and second pari-passu charge on entire fixed assets of the company and secured by the personal guarantee of the Managing Director of the company, and collaterally secured by personal property and shares of Managing Director of the company, is remain to be classified as Non Performing Assets (NPA).

b) The Karur Vysya Bank has transferred it''s entire fund based facility outstanding as on 28/03/2016 which comprise of the entire Project Term Loan, Working Capital Term Loan (WCTL), Funded Interest Term Loan (FITL) and other loans to M/s J. M. Financial Assets Reconstruction Company Pvt. Ltd., Mumbai.

c) IDBI Bank Working Capital Demand Loan (WCDL) is secured by way of collateral security of shares of Rasoya Proteins Limited owned by promoter group.

d) Peerless Financial Services Ltd. loan is secured by way of pleaded of shares of Rasoya Proteins Ltd owned by promoter

a) 1 (one) Equity share of RPL international Trade FZE (subsidiary) of Rs. 1852500 fully paid up.

b) 10000 (Ten thousand) Equity Shares of RPL (HK) Foods & Feeds Corporation Ltd.of Rs. 79968 fully paid up.

b) The above National saving certificates are lodged with various government agencies for various licenses._

29. Fixed Deposit u/s 58A

The Company has accepted deposits from public during the year within the meaning of the provisions of Sections 58A, 58AA of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 1975 to the tune of Rs. 3,30,35,000/-. The total outstanding of such Public deposits as on the Balance Sheet Date including interest stands at Rs. 1,93,09,782/-.

30. Basis of preparation of accounts

The company has been incurring heavy losses for the past two year. Also, the company has incurred cash losses in the previous year and the year under review. Due to non sustainability in business due to various outside factors which are beyond the control of the company, heavy cost of debt, non recoverability of dues the company has incurred these losses. Owing to such a scenario the major manufacturing facilities of the company has been stalled.

During the year the company has identified certain stock unfit for undertaking production activities to the tune of Rs. 92.82 crores. Subsequently such stock was written off and negligible scrap value was recovered. Also, trade receivables to the extent of Rs. 197.91 crores has been marked as bad and written off. These factors have a substantial affect on the net worth of the company and it has been completely eroded.

Notwithstanding the above facts the accounts of the company have been prepared on the assumption of going concern. This is because the management is positive with regards to settlement of bank dues and infusion of fresh funds into the company to meet the future obligations and once again start the manufacturing facilities.

31. Provisions, Contingent Liabilities & Contingent assets

In accordance with Accounting Standard-29 (Provisions, Contingent Liabilities & Contingent assets), issued by the Institute of Chartered Accountants of India, provisions are recognized in the accounts in respect of present probable obligations, the amount of which can be reliably estimated.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence is confirmed by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company.

b. Contingent Liabilities in respect of Sales Tax and Income Tax assessment dues not accounted for are as follows:

Apart from the above, there are certain Food & Drug Administration and General Legal cases against the Company in respect of which the outcome cannot be ascertained at this stage.

32. Securities And Exchange Board of India (SEBI) order

The company has preferred an appeal before the Securities Appellate Tribunal (SAT), Mumbai against the order of Securities and Exchange Board of India (SEBI) passed on March 23, 2015. The matter is still pending with Securities Appellate Tribunal (SAT), Mumbai.

33. Non - Performing Bank Accounts

The company has defaulted in payments of dues to bank and financial institutions, due to which the related accounts have become NPAs (Non performing assets). The interest post becoming non-performing on the various loans availed have not been provisioned by the company. The details of NPA accounts are as under:

34. Fire at Malkapur Unit and subsequent insurance claim

A fire has occurred on 27.04.2015 at the unit situated at Malkapur in which the soya bean seed stored in one of the Silos was damaged and destroyed. The total estimated loss as per the primary assessment is Rs. 34 crores. The necessary steps have been taken and a surveyor has been appointed by the insurance company. The assessment and survey proceedings are under process and not yet completed. As on date the surveyor report has not been received by the company. The company has lodged a claim for Rs. 31.38 crores.

35. Income Tax Assessment

The company has preferred an appeal against the order passed by the Deputy Comm. Of Income Tax,(Circle-2), Nagpur in respect of block assessment for the financial year from 200607 to 2012-13. The said appeal is pending before the commissioner of Income Tax Appeals-III, Nagpur.

36. Subsidiary Companies

There are no business transactions in both the foreign subsidiaries of the company. Due to the non engagement in any business there; the financial statements of the subsidiary are not being audited. In view of this, no interest on loan given to subsidiary has been booked for the current year.

37. Regulatory and Legal Compliance

Filing of the company’s Income Tax Return u/s 139(1) of the Income Tax Act, 1961, Tax Audit Report u/s 44AB for the Assessment Year 2014-15 is pending. Also, report on transfer pricing audit under the Income Tax Act, 1961 and cost audit under the Companies (Cost Accounting Records) Rules, 2015 as per the Companies Act, 2013 for the F.Y. 2014-15 and F.Y. 2015-16 is pending. The company has not appointed any cost auditor for the F.Y. 2015-16. The company has also not appointed internal auditor as required by the Companies Act, 2013.

38. Corporate Social Responsibility (CSR)

The company as per the prevalent rules and provisions of the Companies Act, 2013 has earlier provided for Rs. 55 lacs for undertaking CSR activities. However, the same is yet to be spent on such activities. Also, in view of the recent losses in the previous and current year no provision for current year has been made.

39. Government grants

The Company’s Plant at Kund (Buj) Tal: Malkapur , (Dist. . Buldhana -Maharashtra State) being located in Low Human Development Index District, is entitled for benefits and incentives by way of Industrial Promotion Subsidy (IPS) equivalent to 100 % of the eligible investments made under the "Package Scheme of Incentives- 2007" declared by the Govt, of Maharashtra. The MOU to that effect has been signed between the company and the Government of Maharashtraon 31st day of May, 2010.

During the year the company has accounted for said IPS for Rs. 1.09 crores towards the taxes paid and contribution made to Provided Fund to the Government of Maharashtra.

40. Capital Work in Progress and capital commitment

Capital Work in Progress includes advances for capital expenditure in respect of Capital Stores and Spares for Rs. 37.88 Lacs.

Capital commitment: NIL

a) The installed capacities are annual capacities based on three shift working and maximum utilization of Plant and Machinery.

b) Installed capacity is as per certificate given by the management on which the auditors have relied, being a technical matter.

c) Installed capacity for soya plant is based on 300 working days and installed capacity for Power plant is based on 330 working days.

43. Earnings in Foreign Currency:

46. Segment Reporting

The company is primarily engaged in the business of soya processing through soya solvent extraction plant and oil refinery along with lecithin plant. The company is also engaged in the business of generation of Power having production capacity of 10 MW. The company has identified two primary business segments, namely Soya extraction and Power which in the context of Accounting Standard 17 on “Segment Reporting” constitute reportable segments.

Note: Inter segment transfer from power segment to solvent for captive consumption of steam and power is measured at annual average cost plus 15% of the said cost or prevailing MSEDCL Billing rates whichever is lower.

47. Related Party Disclosures:

Disclosures as required by the Accounting Standard - 18 , “Related Party Disclosures” are given below:

a) List of related parties Associate Companies:

(i) Ivory Exports Private Limited

(ii) Rasoya Foods & Drinks Private Limited

(iii) Eiravat Trade links Private Limited (earlier Eiravat Leasing & Finance Private Limited) Subsidiary Company:

(i) RPL International Trade (FZE)

(ii) RPL (HK) Foods & Feeds Corporation Ltd.

Key Management personnel and relatives:

Key Management Personnel

(i) Mr. Anil N. Lonkar - Chairman & Managing Director

b) Transactions with related parties:

Transactions with Key Management Personnel

The Company had entered into an Agreement with the Managing Director, and pursuant to the agreement he is entitled to receive Rs. 18.00 Lacs per annum

50. Payments to Micro, Small & Medium Enterprises

The company does not have any details of amounts overdue for payments to any of the suppliers of the Company to whom the provisions of The Micro, Small & Medium Enterprises Development Act, 2006 applies. The company has also not received any claim for interest.

51. Capital Reserve represents subsidy received from government. An amount of Rs. 1,79,588.92 is being credited to other income representing amortization ofthe said grant.

53. Export debtors for Rs.28.22 Lacs has been identified as non recoverable and is in the process of intimating the same to Reserve Bank of India (RBI).

54. Balances on account of advances, debtors and creditors are subject to confirmation and reconciliation, if any.

55. Previous years’ figures have regrouped and rearranged wherever necessary.


Mar 31, 2015

Company Overview

Rasoya Proteins Limited (the Company) is mainly engaged in the business of soya seed solvent extraction and has two oil refinery units. The company is also has a power generation plant which provides captive power and electricity to the solvent unit of the company. Over the years the company has become a leading processor of Soya seed in Maharashtra. The main products of the company are De - Oiled cake (DOC), crude oil, refined edib le soya oil and other various other consumer products.

The company is having following subsidiaries:

i) RPL International Trade - FZE situated in Sharjah, Dubai is fully owned subsidiary company mainly engaged in trading of edibleoils

ii) RPL (HK) Foods & Feeds Corporation Ltd, situated in Hongkong is a fully owned subsidiary company has not started its business operations.

1. Fixed Deposit u/s 58A

The Company has accepted deposits from public during the year within the meaning of the provisions of Sections 58A, 58AA of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 1975 to the tune of Rs. 3,30,35,000/ - . The total outstanding of such Public deposits as on the Balance Sheet Date including interest stands at Rs.2,54,82,884 / - .As per the Companies Act, 2 013 all the outstanding deposits had to be repaid as on March 31, 2015. However, the Company Law Board has approved the repayment of the outstanding deposits as per the original tenure.

2. Invocation of RPL Shares pledged with IDBI Bank – Wani

IDBI Bank, Wani has acquired through invocation of pledge d shares of Rasoya Proteins Limited owned and pledged by Mrs. Manik Lonkar (Director of the company) and Ivory Exports Pvt. Ltd. (Associate of the company).

3. Securities And Exchange Board of India (SEBI) Order

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

4. Non – Performing Bank Accounts

During the year the following bank accounts for various facilities availed by the company have been classified by the banks as non - performing asset (NPA). The interest post NPA classification on the various loans availed have been duly provided by the company.

5. Fire at Malkapur Unit

A fire has occurred on 27.04.2015 at the unit situated at Malkapur in which the soyabean seed stored in one of th e Silos was damaged and destroyed. The total estimated loss as per the primary assessment is Rs. 34 crores. The necessary steps have been taken and a surveyor has been appointed by the insurance company. The assessment and survey proceedings are under process and not yet completed.

6. Income Tax Assessment

The company has received a notice for block assessment under Income Tax Act, 1961 from Assessment Year 2007 - 08 to Assessment Year 2012 -13. The same is under process with DCIT, Nagpur and the assessment has been deferred for a period of one year i.e. upto 3 1 March, 2016. No demand has yet been imposed by the department and in view of the same no provision or contingent liability has been provided for.

7. Compulsory acquisition of land

During the year, The National Highway Authority of India (NHAI) has made c ompulsory acquisition of roadside land of 1.61 acres at the Malkapur unit of the company.

8. Subsidiary Companies

The company has formed a wholly owned subsidiary in Hong Kong in the name RPL (HK) Foods & Feeds Corporation Ltd. with an object of dealing in Soya & Soya based derivatives in south East Asian Countries. The management is desirous of starting its business operations in the financial year 201 5-16.

9. Regulatory and Legal Compliance

Filing of the company's Income Tax Return u/s 139(1) of the Income Tax Act, 1961 , Tax Audit Report u/s 44AB for the Assessment Year 201 4-15 is pending. Also, report on transfer pricing audit under the Income Tax Act, 1961 and cost audit under the Companies (Cost Accounting Records) Rules, 201 5as per the Companies Act, 2013 for the F.Y 201 3- 14and F.Y 2014 -15 are awaited.

10. Corporate Social Responsibility (CSR)

The company as per the prevalent rules and provisions of the Companies Act, 2013 and accordingly on the basis of three years average profits; have provided Rs. 55 lacs for undertaking CSR activities. However, the same is yet to be spent on such activities.

11. Transfer Pricing

The company has provided interest for Rs.51,151,939 /- on loan to subsidiary during the financial year under review. The interest has been provi ded at the rate of LIBOR plus 2 basis points.

12. Government grants

The Company's Plant at Kund (Buj) Tal: Malkapur, (Dist. Buldhana -Maharashtra State) being located in Low Human Development Index District, is entitled for benefits and incentives by way of Industrial Promotion Subsidy (IPS) equivalent to 100 % of the eligible investments made under the "Package Scheme of Incentives- 2007" declared by the Govt. of Maharashtra. The MOU to that effect has been signed between the company and the Government of Maharashtra on 31st day of May, 2010.

During the year t he company has accounted for said IPS for Rs. 333.38 lacs towards the taxes paid and contribution made to Provide d Fund to the Government of Maharashtra

13. Capital Work in Progress and capital commitment

Capital Work in Progress includes advances for capital expenditure in respect of Capital Stores and Spares for Rs. 47.62 lacs.

Capital commitment is mentioned as below with regards to companys' future ongoing projects. The total cost of the civil works estimated to be Rs. 20 Lacs.

No commission is being paid to the Directors and hence, the computation of net profit under the relevant provisions of the Companies Act, 2013 is not given.

14. Provisions, Contingent Liabilities & Contingent assets

In accordance with Accounting Standard- 29 (Provisions, Contingent Li abilities & Contingent assets), issued by the Institute of Chartered Accountants of India, provisions are recognized in the accounts in respect of present p robable obligations, the amount of which can be reliably estimated.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence is confirmed by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company.

15. Earnings Per Share:

Earnings Per Share of the Company is calculated by dividing the profit attributable to the equity shareholders by the weighted number of equity shares outstanding during the year.

16. Segment Reporting:

The company is primarily engaged in the business of soya processing through soya solvent extraction plant and oil refinery along with lecithin plant. The company is also engaged in the business of generation of Power having production capacity of 10 MW. The company has identified two primary business segments, namely Soya extraction and Power which in the context of Accounting Standard 17 on "Segment Reporting" constitute reportable segmen ts.

17. Related Party Disclosures:

Disclosures as required by the Accounting Standard – 18 , "Related Party Disclosures" are given below:

a) List of related parties

Associate Companies:

(i) Ivory Exports Private Limited

(ii) Rasoya Foods & Drinks Private Limited

(iii) Eiravat Tradelinks Private Limited (earlier Eiravat Leasing & Finance Private Limited)

Subsidiary Company:

(i) RPL International Trade (FZE)

(ii) RPL (HK) Foods & Feeds Corporation Ltd.

Key Management personnel and relatives:

Key Management Personnel

(i) Mr. Anil N. Lonkar - Chairman & Managing Director

b) Transactions with related parties:

Transactions with Key Management Personnel

The Company had entered into an Agree ment with the Managing Director , and pursuant to the agreement he is entitled to receive Rs42.00 Lacs per annum inclusive of all perquisites apart from gratuity and ex -gratia and other allowances as per the terms of employment with the company.

i) Office Maintenance paid to Mrs. Man ik Lonkar Rs.3.30 lacs

(Spouse of the Managing Director)

ii) Salary paid to Mss. Arpita Lonkar Rs.7.82 lacs

(Daughter of the Managing Director)

d) Transactions with related parties:

Transactions with Associate Companies:

i. Sale of Soya Seed to Rasoya Foods & Drinks Pvt. Ltd. of Rs.333.50 lacs

ii. Sale of Soya Doc to Rasoya Foods & Drinks Pvt. Ltd. of Rs.10,69 .71 lacs

iii. Purchase of Soya Doc from Rasoya Foods & Drinks Pvt. Ltd. of Rs.508 .12 lacs 50. Income Tax :

(a) Current Tax provision is on the basis of regular tax liability or MAT, whichever is higher.

18. Payments to Micro, Small & Medium Enterprises

The company does not have any details of amounts overdue for payments to any of the suppliers of the Company to whom the provisions of The Micro, Small & Medium Enterprises Development Act, 2006 applies. The company has also not received any claim for interest.

19. Capital Reserve represents subsidy received from government. An amount of Rs. 1,79,588.92 is being credited to other income representing amortization of the said grant.

20. Export debtors for Rs.28.22 lacs has been identified as non recoverable and is in the process of intimating the same to Reserve Bank of India (RBI).

21. Balances on account of advances, debtors and creditors are subject to confirmation and reconciliation, if any.

22. Previous years' figures have regrouped and rearranged wherever necessary.


Mar 31, 2014

1. Fixed Deposit u/s 58A

The Company has accepted deposits from public during the year within the meaning of the provisions of Sections 58A, 58AAof the Act and the Companies (Acceptance of Deposit) Rules, 1975 to the tune of Rs. 3,30,35,000/-. The total outstanding of such Public deposits as on the Balance Sheet Date stands at Rs. 32347000/-. There were no such deposits which have matured and have not been claimed by Depositor or have not been paid by the Company after the due date. The statutory reserve as per the relevant rules has been created to the tune of 15% of matured deposits.

2. Subsidiary Companies

The company is in formation of a wholly owned subsidiary in Hong Kong With an object of dealing in Soya & Soya based derivatives in south East Asian Countries. The Subsidiary will come into operation in the financial year 2014-15.

3. Regulatory and Legal Compliance

Filing of the company’s'' Income Tax Return u/s 139(1) of the Income Tax Act, 1961, Tax Audit Report u/s 44ABfortheA.Y. 2013- 14 is pending. However, the self assessment tax has been paid by the company. Also, report on transfer pricing audit under the Income Tax Act, 1961 and cost audit under the Companies (Cost Accounting Records) Rules, 2011 under section 209(1 )(d) of the Companies Act, 1956 for the F.Y. 2012-13 are awaited.

4. Transfer Pricing

The company has provided interest for Rs. 4,91,87,163/- on loan to subsidiary during the financial year under review. The interest has been provided at the rate of LIBOR plus 2 basis points.

5. Government grants

The Company''s Plant at Kund (Buj) Tal: Malkapur, (Dist. . Buldhana -Maharashtra State) being located in Low Human Development Index District, is entitled for benefits and incentives by way of Industrial Promotion Subsidy (IPS) equivalent to 100 % of the eligible investments made under the "Package Scheme of Incentives- 2007" declared by the Govt, of Maharashtra. The MOU to that effect has been signed between the company and the Government of Maharashtraon 31st day of May, 2010.

During the year the company has accounted for said IPS for Rs. 1071.62 lacs towards the taxes paid to the Government of Maharashtra.

6. Provisions, Contingent Liabilities & Contingent assets

In accordance with Accounting Standard-29 (Provisions, Contingent Liabilities & Contingent assets), issued by the Institute of Chartered Accountants of India, provisions are recognized in the accounts in respect of present probable obligations, the amount of which can be reliably estimated.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence is confirmed by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company.

Year ended Year ended 31.3.2014 31.3.2013

a. Claims (Net) against the Company not acknowledged as debts Nil Nil

b. Contingent Liabilities in respect of Sales Tax assessment dues not accounted for are as follows:

Name of the Nature of Amount Period to which Forum where dispute is statute the Dues (in Rs.) amount relates pending

Maharashtra Sales Tax 21,69,293 F.Y. 2000-01 Sales Tax Tribunal, Mumbai Sales Tax

Maharashtra Sales Tax 97,47,165 F.Y. 2002-03 Jt. Commiss ioner of Sales Sales Tax Tax (Appe als)

Maharashtra Sales Tax 33,85,167 F.Y. 2003-04 Jt. Commiss ioner of Sales Sales Tax Tax (Appea ls)

Maharashtra Sales Tax 1,64,73,454 F.Y. 2004-05 Sales Tax Tribunal, Mumbai Sales Tax

TOTAL 3,17,75,079

Apart from the above, there are certain Food & Drug Administration and General Legal cases against the Company in respect of which the outcome cannot be ascertained at this stage.

7. Transactions in Foreign Currency

During the year the company has charged to statement of profit and loss under the head foreign exchange gain Rs. 96.69 Lacs on account of loss on foreign currency translation on fixed deposits held in foreign currency and export sale undertaken during the year.

8. Capital Work in Progress and capital commitment

Capital Work in Progress includes advances for capital expenditure in respect of Capital Stores and Spares for Rs. 184.41 lacs.

a) The installed capacities are annual capacities based on three shift working and maximum utilization of Plant and Machinery.

b) Installed capacity is as per certificate given by the management on which the auditors have relied, being a technical matter.

c) Installed capacity for soya plant is based on 300 working days and installed capacity for Power plant is based on 330 working days.

9. Payments to Micro, Small & Medium Enterprises

The company does not have any details of amounts overdue for payments to any of the suppliers of the Company to whom the provisions of The Micro, Small & Medium Enterprises Development Act, 2006 applies. The company has also not received any claim for interest.

10. Segment Reporting:

The company is primarily engaged in the business of soya processing through soya solvent extraction plant and oil refiner along with lecithin plant. The company is also engaged in the business of generation of Power having production capacity c 10 MW. The company has identified two primary business segments, namely Soya extraction and Power which in the conte) of Accounting Standard 17 on "Segment Reporting" constitute reportable segments.

Information about Primary Business Segments as required by AS 17

11. Related Party Disclosures:

Disclosures as required by the Accounting Standard -18, "Related Party Disclosures" are given below:

a) List of related parties

Associate Companies:

(i) Ivory Exports Pvt. Limited

(ii) Rasoya Foods & Drinks Private Limited

(iii) EiravatTradelink Private Limited

Subsidiary Company:

(i) RPL International Trade (FZE)

Key Management personnel and relatives:

Key Management Personnel

(i) Mr. Anil N. Lonkar-Chairman & Managing Director

b) Transactions with related parties:

Transactions with Key Management Personnel

The Company had entered into an Agreement with the Managing Director, and pursuant to the agreement he is entitled to receive Rs.14.40 Lacs per annum inclusive of all perquisites apart from gratuity and ex-gratia and other allowances as per the terms of employment with the company.

i) Office Maintenance paid to Mrs. Manik Lonkar Rs. 5,19,420/- (Spouse of the Managing Director)

12. Income Tax:

(a) Current Tax provision is on the basis of regular tax liability or MAT, whichever is higher.

13. Capital Reserve represents subsidy received from government. An amount of Rs. 1,79,588.92 is being credited to other income representing amortization of the said grant.

Defined benefit plans

In accordance with the Payment of Gratuity Act 1972, Company provides for gratuity, as a defined benefit plan. The gratuity plan provides for a lumsum payment to the employees at the time of separation from the service on completion of vested period of employment i.e five years. The liability of gratuity plan is provided based on actuarial valuation as at the end of each financial year.

14. Balances on account of advances, debtors and creditors are subject to confirmation and reconciliation, if any.

15. Previous years'' figures have regrouped and rearranged wherever necessary.


Mar 31, 2013

Company Overview

Rasoya Proteins Limited (the Company) mainly engaged in the business of soya seed solvent extraction and has two oil refinery units. The company is also has a power generation plant which provides captive power and electricity to the solvent unit of the company. Over the years the company has become a leading processor of Soya seed in Maharashtra. The main products of the company are De-oiled cake (DOC), crude oil, refined edible soya oil and other various other consumer products.

RPL International FZE; situated in Dubai is a fully owned subsidiary of the company mainly engaged in trading of edible oil.

2. Money received against share warrants

The Company has issued and allotted 6400000 equity share warrants of Rs. 5/- each at a premium of Rs. 13/- per share warrant with a right to convert each share warrant into one equity share of Rs.10/- each at a premium of Rs. 26 per share upon the conversion of 64,00,00 equity share warrant (erstwhile 32,00,000 equity share warrant of Rs. 10/- each at premium of Rs. 26/-per share warrant issued and allotted on 03/12/2010) on 30th April 2012. The balance subscription amount from the holder of these share warrants were already received m March-2012. These shares were listed on Bombay Stock Exchange and National Stock Exchange.

3. Subdivision of share of the company

During the financial year under review company''s 1 (one) Equity Share of Rs. 51- (Rupees Five Only) each has been sub-divided into 5 (Five) Equity Shares of the Face Value of Re. 1/- (Rupee One Only) each fully paid up. The record date for the said sub division was March 22, 2013 and pursuant to the sub-division the new IS1N allotted to the company is INE904G01038. ''

4. Issue of Bonus shares

During the year under review the company has issued and allotted Bonus Shares in the proportion of 2 (Two) new Equity Shares of the company of Re. 1/- (Re. One) each for every 1 (One) existing Equity Shares of Re 1/- (Re. One) each held by the shareholders on record date (22nd March, 2013) by capitalizing the Securities Premium Reserve. These shares were listed on the Bombay Stock Exchange and the National Stock Exchange.

Subsequent to the allotment of shares under pt. 29,30 and 31 above, the issued, subscribed and paid up share capital of the company stands increased as at 31st March 2013 to Rs. 17,089.317 Lacs represented by 170,89,31,700 equity shares of Re. 1/- each fully paid up and the authorized share capital stands increased as at 31 st March 2013 to Rs. 1710.000 Lacs represented by 171,00,00,000 equity shares with a Face Value ofRe. l/-each.

5. Transfer Pricing

The company has provided interest for Rs. 5,90,58,71 i/- on loan to subsidiary during the '' financial year under review. The interest has been provided at the rate of LIBOR plus 2.5 basis points.

6. Government grants

The Company''s Plant at Kund (Buj) Tal: Malkapur, (Dist.. Buldhana -Maharashtra State) being located in Low Human Development Index District, is entitled for benefits and incentives by way of Industrial Promotion Subsidy (IPS) equivalent to 100 % of the eligible investments made under the "Package Scheme of Incentives- 2007" declared by the Govt, of Maharashtra. The MOU to that effect has been signed between the company and the Government of Maharashtra on 31st day of May, 2010.

During the year the company has accounted for said IPS for Rs. 756.49 lacs towards the taxes paid to the Government of Maharashtra.

7. Provisions, Contingent Liabilities & Contingent assets

In accordance with Accounting Standard-29 (Provisions, Contingent Liabilities & Contingent assets), issued by the Institute of Chartered Accountants of India, provisions are recognized in the accounts in respect of present probable obligations, the amount of which can be reliably estimated.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence is confirmed by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company.

Year ended Year ended 31.3.2013 31.3.2012

a. Claims (Net) against the Company not acknowledged as debts Nil Nil

b. Contingent Liabilities in respect of Sales Tax assessment dues not accounted for-are as follows:

8.Transactions in Foreign Currency

During the year the company has charged to statement of profit and loss under the head foreign exchange gain Rs. 193.98 Lacs on account of loss on foreign currency translation on fixed deposits held in foreign currency and export sale undertaken during the year. ''

9.Capital Work in Progress

Capital Work in Progress includes advances for capital expenditure in respect ofCapital Stores and Spares for Malkapur Division for Rs. 15,52,615/-.

a)The installed capacities are annual capacities based on three shift working and maximum utilization of Plant and Machinery.

b)Installed capacity is as per certificate given by the management on which the auditors have relied, being a technical matter.

c)Installed capacity for soya plant is based on 300 working days and installed capacity for Power plant is based on 3 30 working days. .

10. Payments to Micro, Small & Medium Enterprises

Tho company does not have any details of amounts overdue for payments to any of the suppliers of the Company to whom the provisions of The Micro, Small & Medium Enterprises Development Act, 2006 applies. The company has also not received any claim for interest. -

11. Earnings Per Share:

Earnings Per Share of the Company is calculated by dividing the profit attributable to the equity shareholders by the weighted number of equity shares outstanding during the year. The numbers used in calculating basic and diluted earnings per equity shares are stated below

12. Segment Reporting:

The company is primarily engaged in the business of soya'' processing through soya solvent extraction plant and oil refinery along with lecithin plant. The company is also engaged in the business of generation of Power having production capacity of 10 MW. The company has identified two primary business segments, namely Soya extraction and Power which in the context of Accounting Standard 17 on "Segment Reporting" constitute reportable segments.

13. Related Party Disclosures:

Disclosures as required by the Accounting Standard - 18 , "Related Party Disclosures" are given below:

a) List of related parties

Associate Companies:

(i) Ivory Exports Pvt. Limited

(ii) Rasoya Foods & Drinks Private Limited

(iii) Eiravat Tradelink Private Limited

Subsidiary Company: ''

(i) RPL Trade International (FZE)

Key Management personnel and relatives:

Key Management Personnel

(i)Mr. Anil N. Lonkar-Chairman & Managing Director

b)Transactions with related parties:

Transactions with Key Management Personnel

The Company had entered into an Agreement with the Managing Director, and pursuant to the agreement he is entitled to receive Rs. 14.40 Lacs per annum-inclusive of all perquisites apart from gratuity and ex-gratia and other allowances as per the terms of employment with the company.

i)Office Maintenance paid to Mrs. Manik Lonkar Rs. 6,16,243/- (Spouse of the Managing Director)

14. Income Tax:

(a) Current Tax provision is on the basis of regular tax liability or MAT, whichever- is higher.

(b) Net Deferred Tax Liability comprises of the following:

15. Capital Reserve represents subsidy received from government. An amount of Rs. 1,79,588.92 is being credited to other income representing amortization of the said grant.

16. Financial and Derivative Instruments

17. Balances on account of advances, debtors and creditors are subject to confirmation and reconciliation, if any.

18. Previous year''s figures have regrouped and rearranged wherever necessary.


Mar 31, 2012

Company Overview

Rasoya Proteins Limited (the Company) along with its fully owned subsidiary is mainly engaged in the business of soya seed solvent extraction and has two oil refinery units. The company is also has a power generation plant which provides captive power and electricity to the solvent unit of the company. Over the years the company has become a leading processor of Soya seed in Maharashtra. The main products of the company are De-oiled cake (DOC), crude oil, refined edible soya oil and other various other consumer products.

RPL International FZE; situated in Dubai is a fully owned subsidiary of the company mainly engaged in trading of edible oil.

a) During the year the company has allotted 58,00,000 equity shares upon conversion of equity share warrants issued to promoters and persons other than promoters on preferential basis on 30th April, 2012, Further the Company has allotted 100,00,000 equity share warrants on 03/12/2010 to promoters and persons other than promoters on preferential basis convertible into equal number of equity shares of Rs 10/- each fully paid up. These warrants were converted into 200,00,000 equity share warrants of Rs 51- each persuant to subdivision of equity shares of the company from 1 (One) Equity Share of Rs 10/- each to 2 (Two) Equity Shares ofRs 51- each w.e.f. 22nd June, 2011. Out of the above the company has allotted 136,00,000 equity shares on 21st March, 2012 upon conversion of equity share warrants.

b) The members of the company in the Extraordinary general meeting held on 11th June, 2011 approved the Split in the Face Value of the Equity Shares of the Company in the ratio 2:1 i.e. 2 (Two) Equity Shares of Rs 51- (Rupees Five Only) each for every 1 (One) Equity Share ofRs 10/- each and accordingly the Record Date was fixed as June 22, 2011 for the said sub division.

a. The company has allotted 58,00,000 warrants on 19th December, 2009 to promoters and persons other than promoters on prefrential basis convertable into equal number of equity shares of Rs. 10/- each fully paid up. During the year these warrants have been into converted into 58,00,000 equity shares and the same has been to allotted to pomoters and persons other than promoters on preferential basis on 30th April, 2011.

b. The Company has allotted 100,00,000 warrants on 3rd December, 2010 to promoters and persons other than promoters on preferential basis convertible into equal number of equity shares of Rs. 10/- each fully paid up. During the year these warrants

i were converted into 200,00,000 equity state warrants of Rs. 5/- each pursuant to subdivision of equity shares of the company from 1 (One) Equity Share of Rs. 10/- each to 2 (Two) Equity Shares of Rs. 5/- each w.e.f. 22nd June, 2011. Out of the above the company has allotted 136,00,000 equity shares on 21st March, 2012. The company has received full amount against balance 64,00,000 convertible warrants and the same has been allotted on 30th April, 2012.

a) The Term Loans I to VIII are secured by first pari-passu charge among the term lenders on the Fixed Assets of the company both present and future belonging to the Solvent Plant Wani, Solvent Plant Malkapur and Power Plant Wani and second pari passu charge on the current assets of the aforesaid plant. The said charge is created on behalf of the Term Lenders in favor of SBI CAP Trustee Company Limited, Mumbai as security trustee forRs 110.70 crores 62.40 crs to SBI, Rs 10.70 crs to IDBI Bank Limited, Rs 13.60 crs Bank of India, Rs 12 crs Bank of Baroda and Rs 12 crs Karur Vysya Bank Limited). Further these Term Loans are secured by personal gurantee of Managing Director of the Company.

b) Terms Loan IX is secured by exclusive First Charge over the entire Fixed Assets of Lecithin Plant at Village Wadgaon and jj personal guarantee of Managing Director of the Company. jt

c) The Vehicle loans are secured by the hypothecation of Vehicles. Jp

d) Term Loan from Banks carry rate of interest from 14 % to 15.50% JJtr

a) The Working Capital loan from I to VIII are secured by way of first pari-passu charge among the working capital Lenders on the current assets of the company both present and future belonging to the Solvent Plant Wani, Solvent Plant Malkapur and Power Plant Wani and second pari-passu charges on entire Fixed assets of the aforesaid plants of the Company. The said charge is created on behalf of the Working capital lenders in favor of SBICAP Trustee Company Limited, Mumbai as security trustee forRs 102 crores 56.28 crs to SBI, Rs 19.20 crs to IDBI Bank, Rs 12 crs to Bank of Baroda, Rs 12 crs to Karur Vysya Bank and Rs 2.52 crs to Bank of India . Further these working capital loans are secured by personal gurantee of Managing Director of the Company.

b) The Warehouse loan is secured by way of pledge of Warehouse Receipts issued by State Warehousing Corporation, Central Warehousing Corporation & Collateral Manager, covering Soya Seeds lying in the Warehouse from time to time.

1. Monies received against share warrants

The Company has issued and allotted 5800000 equity share warrants of Rs 10/- each at a premium of Rs.26/- per share warrant with a right to convert each share warrant into one equity share of Rs. 10/- each at a premium of Rs.26 per share to the promoters and persons other than promoters on a preferential basis on 19": December 2009. On the date of allotment the company had received 25% amount as subscription money and the balance 75% was received during the financial year 2010-11. During the financial year under review, on 3 0th April 2011,5800000 equity shares of Rs.10/- each at a premium ofRs.26/- per share were issued and allotted upon conversion of 5800000 equity share warrants of Rs. 10/- each issued at apremium of Rs.26/- per share warrants. These shares were listed on Bombay Stock Exchange and National Stock Exchange.

2. Subdivision of share of the company

During the financial year under review company's 1 (one) Equity Share of Rs. 10/- (Rupees Ten Only) each has been sub-divided into 2 (Two) Equity Shares of the Face Value of Rs. 5/- (Rupees Five Only) each fully paid up. The record date for the said sub division was June 22, 2011 and accordingly the new ISIN allotted to the company is INE904G01020.

3. Share application money pending allotment

The company has issued and allotted 100 Lacs Equity Share Warrants of Rs 10/- each at a premium of Rs.26/- per share warrants with a rights to convert each share warrants into one equity share of Rs.10/- each at a premium of Rs.26 per share to the promoters and persons other than promoters on a preferential basis on 3rd December, 2010. On the date of issue the company had received 26 % amount aggregating to Rs. 932 Lacs towards subscription money. The Balance subscription amount aggregating to Rs. 2668 Lacs was supposed to be received within a period of 18 months from the date of allotment. During the financial year under review, the company has received the balance subscription amount aggregating to Rs.2668.00 Lacs from the persons to whom the share warrants were allotted. Pursuant to balance subscription received and the sub-division of equity shares, the company allotted 1,36,00,000 equity shares of Rs.5/- each at a premium of Rs.13/- per share upon conversion of 1,36,00,000 Equity share warrants (erstwhile 6800000 equity share warrants of Rs.10/- each at a premium of Rs.26/- per share ) and allotted the balance 6400000 equity shares of Rs.5/- each at a premium of Rs.13/- per share upon conversion of6400000 equity share warrants (erstwhile 3200000 equity share warrants of Rs.10/- each at a premium of Rs.26/- per share ) on 30*" April 2012. Listing application has been made to Bombay Stock Exchange and the National Stock Exchange and is under process.

4. Government grants

The Company's Plant at Kund (Buj) Tal: Malkapur , (Dist. . Buldhana -Maharashtra State) being located in Low Human Development Index District, is entitled for benefits and incentives by way of Industrial Promotion Subsidy (IPS) equivalent to 100 % of the eligible investments made under the "Package Scheme of Incentives- 2007" declared by the Govt, of Maharashtra. The MOU to that effect has been signed between the company and the Government of Maharashtra on 31 st day of May,2010.

During the year the company has accounted for said IPS for Rs 594.33 lacs towards the taxes paid to the Government of Maharashtra. The company has not yet received the Eligibility Certificate for the said subsidy.

5. Provisions, Contingent Liabilities & Contingent assets

In accordance with Accounting Standard-29 (Provisions, Contingent Liabilities & Contingent assets), issued by the Institute of Chartered Accountants of India, provisions are recognized in the accounts in respect of present probable obligations, the amount of which can be reliably estimated.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence is confirmed by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company.

Year ended Year ended

31.3.2012 31.3.2011

a. Claims (Net) against the Company not acknowledged as debts Nil Nil

c. Estimated amount of contracts remaining to be executed on Capital Account are Rs. 23.90 Crores (Previous Year Rs. 38.70 Crores).

d. Contingent Liabilities not provided for in respect of Guarantees given by Bank to various parties aggregating to Rs. 111.30 Lacs (Previous year Rs. 120.89 Lacs ) (Secured by Fixed Deposits with respective Banks aggregating to Rs. 27.28 Lacs (Previous Year Rs. 43.23 Lacs)

Apart from the above, there are certain Food & Drug Administration cases against the Company in respect of which the outcome cannot be ascertained at this stage.

6. Transactions in Foreign Currency

During the year the company has charged to statement of profit and loss under the head foreign exchange gain Rs 169.57 Lacs on account of loss on foreign currency translation on fixed deposits held in foreign currency which has matured during the year.

a) The installed capacities are annual capacities based on three shift working and maximum utilization of Plant and Machinery.

b) Installed capacity is as per certificate given by the management on which the auditors have relied, being a technical matter.

c) Installed capacity for soya plant is based on 300 working days and installed capacity for Power plant is based on 330 working days.

d) In respect on Malkapur Plant the commercial production was started from 23rd June, 2011.

7. Payments to Micro, Small & Medium Enterprises

The company does not have any details of amounts overdue for payments to any of the suppliers of the Company to whom the provisions of The Micro, Small & Medium Enterprises Development Act, 2006 applies. The company has also not received any claim for interest.

8. Earnings Per Share:

Earnings Per Share of the Company is calculated by dividing the profit attributable to the equity shareholders by the weighted number of equity shares outstanding during the year. The numbers used in calculating basic and diluted earnings per equity shares are stated below.

9. Segment Reporting:

The company is primarily engaged in the business of soya processing through soya solvent extraction plant and oil refinery along with lecithin plant. The company is also engaged in the business of generation of Power having production capacity of 10 MW. The company has identified two primary business segments, namely Soya extraction and Power which in the context of Accounting Standard 17 on "Segment Reporting" constitute reportable segments.

Information about Primary Business Segments as required by AS 17

Total Gross Turnover is after elimination of inter segment turnover ofRs 1823.15 Lacs (Previous yearRs 683.03 Lacs)

Note : Inter segment transfer from power segment to solvent for captive consumption of steam and power is measured at annual average cost plus 14% of the said cost.

10. Related Party Disclosures:

Disclosures as required by the Accounting Standard -18, "Related Party Disclosures" are given below:

a) List of related parties Associate Companies:

(i) Ivory Exports Pvt. Limited

(ii) Rasoya Foods & Drinks Private Limited

(iii) Eiravat Leasing & Finance Private Limited

Subsidiary Company:

(i) RPL Trade International (FZE)

Key Management personnel and relatives:

Key Management Personnel

(i) Mr. Anil N. Lonkar - Chairman & Managing Director

b) Transactions with related parties:

Transactions with Key Management Personnel

The Company had entered into an Agreement with the Managing Director, and pursuant to the agreement he is entitled to receive Rs 14.40 Lacs per annum inclusive of all perquisites apart from gratuity and ex-gratia and other allowances as per the terms of employment with the company.

11. Income Tax:

(a) Current Tax provision is on the basis of regular tax liability or MAT, whichever is higher. The company has accounted for MAT Credit entitlement for Rs 380.66 Lacs

12. Capital Reserve represents subsidy received from government. An amount of Rs. 1,79,588.92 is being credited to other income representing amortization of the said grant.

13. During the year the company's share were listed on the National Stock Exchange (NSE) under the ISININE904G01020.

Defined benefit plans

In accordance with the Payment of Gratuity Act 1972, Company provides for gratuity, as a defined benefit plan. The gratuity plan provides for a lumsum payment to the employees at the time of separation from the service on completion of vested period of employment i.e five years. The liability of gratuity plan is provided based on actuarial valuation as at the end of each financial year.

14. Balances on account of advances, debtors and creditors are subject to confirmation and reconciliation, if any.

15. The financial statement for the year ended 3151 March, 2011 had been prepared as per the then applicable, pre- revised schedule VI to the Companies Act, 1956. Consequent to the notification under the Companies Act, 1956 the financial year for the year ended 31st March, 2012 are prepared under revised schedule VI. Accordingly, the figures of the previous year have also been reclassified to conform to this year's classification.


Mar 31, 2010

1. In accordance with Accounting Standard-29 (Provisions, Contingent Liabilities & Contingent assets), issued by the Institute of Chartered Accountants of India, provisions are recognized in the accounts in respect of present probable obligations, the amount of which can be reliably estimated.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence is confirmed by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company.

Year Ended Year Ended PARTICULARS (31.03.2010) (31.03.2009) Rs. in Lacs Rs.in Lacs a) Claims (Net) against the Company not acknowledged as debts Nil Nil

b) Contingent Liabilities in respect of Sales Tax assessment dues and not accounted for are as follows :

Name of the statute Amount (Rs.) Period Forum where dispute is pending Maharashtra Sales Tax 10,54,632 2000-2001 Sales Tax Tribunal, Mumbai Maharashtra Sales Tax 21,33,243 2002-2003 Jt. Comm. of Sales Tax (Appeals), Nagpur Maharashtra Sales Tax 28,85,167 2003-2004 Jt. Comm. of Sales Tax (Appeals), Nagpur Maharashtra Sales Tax 1,14,73,454 2004-2005 Jt. Comm. of Sales Tax (Appeals), Nagpur Income TaxAct 6,91,036 A/Y2004-2005Asst. Comm. of Income Tax, Wardha Income TaxAct 4,20,872 A/Y2005-2006Asst. Comm. of Income Tax, Wardha Income TaxAct 22,80,224 A/Y2006-2007Asst. Comm. of Income Tax, Wardha

c) Contingent Liabilities not provided for in respect of Guarantees given by Bank to various parties aggregating to Rs. 1,71,09,000/- (Secured by Fixed Deposits with respective Banks aggregating to Rs. 63,09,000/-)

Apart from the above , there are certain Food & Drug Administration cases against the Company in respect of which the outcome cannot be ascertained at this stage.

The above excludes :

a) Ex-gratiaRs. 60,000/-.

No commission is being paid to the Directors and hence, the computation of net profit under Section 349 of the Companies Act, 1956 is not given.

a) The installed capacities are annual capacities based on three shift working and maximum utilization of Plant and Machinery.

b) Installed capacity is as per certificate given by the management on which the auditors have relied, being a technical matter.

c) Installed capacity is based on 300 working days.

2. Payments to Micro, Small & Medium Enterprises

As per the records of the company there are no amounts overdue for payments to any of the suppliers of the Company to whom the provisions of The Micro, Small & Medium Enterprises Development Act, 2006 applies. The company has also not received any claim for interest.

3. Segment Reporting:

The companies business activity primarily falls within a single business segment. However, during the year the company has successfully erected and commissioned the 10MW Power Plant. The company could not start with the commercial production of Power since the transmission lines from Wani Substation were not ready. Hence the units generated (in KWH) is Nil.

Segment information required by AS 17 , Segment Reporting for the year ended 31st March, 2010 are as follows:

4. Related Party Disclosures:

Disclosures as required by the Accounting Standard 18 , "Related Party Disclosures" are given below:

a) List of related parties Associate Companies :

i) Ivory Exports Pvt. Limited

ii) Rasoya Foods & Drinks Private Limited

iii) Eiravat Tradelinks Private Limited Key Management personnel and relatives: Key Management Personnel (i) Mr. Anil N. Lonkar - Chairman & Managing Director

b) Transactions with related parties

Transactions with Associate Companies:

Transactions with Key Management Personnel -

The Company had entered into an Agreement with the Managing Director , and pursuant to the agreement he is entitled to receive Rs. 9,00,000/- per annum inclusive of all perquisites apart from gratuity and ex- gratia and other allowances as per the terms of employment with the company.

i) Office Maintenance paid to Mrs. Manik Lonkar Rs. 4,66,200

(Spouse of the Managing Director)

iv) Advance to Rasoya Foods & Drinks Pvt. Ltd. towards Advertisement Campaign : Rs. 1,40,00,000/-

v) Inter Corporate Deposits received from Rasoya Foods & Drinks Pvt. Ltd. (including Interest) : Rs. 5,54,84,217/-

vi) Interest on ICD to Rasoya Foods & Drinks Private Ltd. : Rs. 1,05,271/-

5. Earnings Per Share:

Earnings Per Share of the Company is calculated by dividing the profit attributable to the equity shareholders by the weighted number of equity shares outstanding during the year. The numbers used in calculating basic and diluted earnings per equity shares are stated below:

6. Income Tax:

a) Current Tax provision is on the basis of regular tax liability or MAT, whichever is higher.

b) Net Deferred Tax Liability comprises of:

7. During the year the Company has issued 67,00,000 Equity shares of Rs. 10/- each at a premium of Rs. 26/- per share & 58,00,000 warrants of Rs. 10/- each to Promoters and Strategic Investors on Preferential Basis at a premium of Rs. 26/- (25% of the price fixed to be paid on application).The said funds have been utilized towards the Malkapur Project and Working Capital Requirement.

8. All the Assets (Fixed & Current) of the company have been adequately insured.

9. Estimated amount of contracts remaining to be executed on Capital Account are Rs. 57 Crores (Previous Year Rs. 85 Crores).

10. During the year, the Company has decided to cancel the Cotton Spinning project. Accordingly the expenses of Rs. 10,61,837/- has been transferred to Profit & Loss Account. The expenses inter alia included Project report expenses, Technical fees and other administrative expenses incurred for the project. The land purchased for the project would be used for other expansion plans of the company.

11. During the year , the Company has set up a new 10MW power plant. The requisite clearances from the MPCB has been obtained. License to operate certificate has been issued to the Company for generation of 10MW power on 16-11-2009. However the evacuation of power cannot happen unless the Grid connectivity from Wani sub station to the Grid of State Electricity Board has been completed. As informed to us, the said work is within the ambit of MSEDCL. It is pending due to clearance from the rail authorities. The said approval has not yet been received.

In view of the AS 10 issued by the Institute of Chartered Accountants of India & various opinions issued by the ICAI the project is considered to be ready for commercial production on 16-11-2009. Accordingly all capital expenses incurred upto 16-11-2009 has been capitalized & Depreciation charged accordingly on a pro rata basis.

Since the date of actual commercial production has been prolonged all expenses incurred after 16th November, 2009 to 31st March, 2010 have been treated as Deferred Revenue Expenditure to be amortized over a period of 3 years after the commencement of commercial production.

Defined benefit plans

In accordance with the Payment of Gratuity Act 1972, Company provides for gratuity, as a defined benefit plan. The gratuity plan provides for a lumsum payment to the employees at the time of separation from the service on completion of vested period of employment i.e five years. The liability of gratuity plan is provided based on actuarial valuation as at the end of each financial year.

12) The particulars of derivative contracts entered into for hedging purposes outstanding as at 31st March, 2010 are as under:

13. Provision for taxation has been made on the basis of figures provided by the Tax Auditors.

14. Balances on account of advances, debtors and creditors are subject to confirmation and reconciliation, if any.

15. Figures of the previous year have been regrouped and rearranged, wherever necessary to correspond with the figures of the current year,

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