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Notes to Accounts of Rasoya Proteins Ltd.

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,