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Directors Report of Patanjali Foods Ltd.

Mar 31, 2023

Your Board of Directors have pleasure in presenting the Thirty Seventh (37th) Directors’ Report together with the audited financial statements of the Company for the financial year ended March 31, 2023.

Financial Performance

The summarised financial performance highlight is presented in the table below:

(Rs. in Lakhs)

Particulars

Financial Year

2022-23

2021-22

Total Income (including other income)

31,82,145.48

24,28,438.22

Less: Total expenses other than Finance Cost and Depreciation

30,24,401.27

22,71,839.53

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

1,57,744.21

1,56,598.69

Less: Finance Cost

23,885.08

35,487.79

Less: Depreciation, amortisation and impairment expenses

15,963.00

13,672.75

Profit for the year before exceptional items and tax

1,17,896.13

1,07,438.15

Profit for the year before tax

1,17,896.13

1,07,438.15

Total Tax Expenses

29,252.02

26,807.26

Net Profit for the year after tax

88,644.11

80,630.89

Add: Items that will not be reclassified to statement of Profit and Loss

(476.35)

1,222.70

Add: Items that will be reclassified to statement of Profit and Loss

37.05

8.68

Total comprehensive income for the year

88,204.81

81,862.27


State of Company’s Affairs

Your company has achieved a total income of H 31,82,145.48 lakhs during the year under review as against H 24,28,438.22 lakhs in the previous financial year. The net profit after tax of the company for the year under review is H 88,644.11 lakhs as against H 80,630.89 lakhs for the previous financial year.

The export of the company during the year under review was H 53,079.65 lakhs as compared to H 30,439.59 lakhs during the previous financial year.

Future Outlook

Amidst challenging macroeconomic conditions, Patanjali Foods Ltd. (“PFL”) defied the odds and delivered a remarkable business and financial performance in FY23. The company undertook a series of strategic initiatives which not only bolstered Company’s position but has led its transition into a major FMCG player.

In FY23, the company achieved a significant milestone by acquisition of food business, enriching product portfolio with a wide array of brands. This acquisition with a bouquet of 21 products has enabled the company to undergo a transformation, solidifying its position in the highly competitive FMCG market. With this move, the company stands poised to assert its presence in the market.

The company''s unwavering commitment to premiumisation, coupled with its diverse product range and expansive distribution channels, has proven to be a driving force behind its impressive revenue and profitability growth. In a bid to broaden its global footprint, the company is ambitiously pursuing expansion in international markets, targeting a wider global presence. Moreover, the company’s proactive approach to revamping its Nutraceuticals business with innovative products and venturing into the Dry Fruits segment through strategic international partnerships showcases its forward-thinking strategy. Additionally, the company’s Oil Palm Plantation project is making steady progress, evident from the increase in cultivated area and the successful collaboration with various State Governments. Notably, the company’s adoption of cutting-edge automation tools has streamlined its operations, facilitating seamless information flow across processes. This enhancement has empowered the organisation to drive KPIs effectively across roles and responsibilities, yielding substantial benefits.

In the medium to long term, the company has set its sights on achieving improved margins and outpacing industry growth across product portfolio, driven by the strategic initiatives:

• Capitalising on its well-established brand recognition in the edible oil category, the company is determined to expand its market share in premium oil segments.

• To reduce reliance on imports, the company aims to significantly increase palm cultivation area within its operations, ensuring greater self-sufficiency.

• In the foods business, spanning from mass to premium categories, the company is focused on targeted efforts to achieve multi-fold growth while maintaining stable margins.

• By capitalising on its existing network and strong brand affinity, the company aims to secure a larger share of exports, bolstering presence in international markets.

• Emphasising growth in emerging distribution channels, the company is proactively seeking new avenues to reach and engage with customers, ensuring sustainable expansion.

Despite the extreme volatility experienced in FY23, particularly concerning edible oils and other commodity prices, the company has demonstrated resilience and remains poised for better performance in the future. As we step into FY24, the prospects are encouraging, with inflationary pressures easing, leading to an increase in disposable income. Moreover, there is a notable uptick in rural demand and steady urban demand, contributing to an overall positive outlook. These favorable market conditions bode well for the company’s continued success and growth moving forward.

Further Issue of Shares

In compliance of the Order dated July 24, 2019 read with Order dated September 04, 2019 passed by Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench under section 31 of the Insolvency and Bankruptcy Code, 2016, during the year 2019-20, your Company had allotted 29,25,00,000 Equity Shares in favor of the shareholders of Patanjali Consortium Adhigrahan Private Limited, which had been amalgamated with your company. Subsequent to this allotment of 29,25,00,000 Equity Shares, the minimum public shareholding (“MPS”) in your company reduced to 1.13%. Further, to comply with the provisions of MPS under Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) and to comply with continuous listing requirement as stipulated under Rule 19A(5) of the Securities Contracts (Regulation) Rules, 1957 (“SCRR”), as amended, the minimum public shareholding has to be increased to 25% within a maximum period of 3 (three) years from the date of such fall, in the manner specified by SEBI and if the public shareholding falls below 10%, the same shall be increased to at least 10%, within a maximum period of 12 (twelve) months from the date of such fall, in the manner specified by SEBI which had to be achieved by our Company. During the year under review, your company has successfully launched the Further Public Offer (FPO) and allotted 6,61,53,846 equity shares amounting to H 4,300 Crores. Subsequent to allotment of such shares public shareholding has reached 19.18%. The Company had to further increase the public shareholding to 25% to comply with the MPS requirements as envisaged under Rule 19A of the SCRR.

Patanjali Ayurved Limited, one of the Promoters of the Company has sold 2,53,39,640 equity shares of the Company (representing 7% of the total issued and paid-up equity share capital of the Company) on July 13, 2023 and July 14, 2023, in accordance with the circular bearing reference number SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10 dated January 10, 2023 regarding the “Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism” issued by the Securities and Exchange Board of India.

With the aforementioned sale of shares, the shareholding of the Promoter and members of Promoter Group in the Company has reduced from 80.82% of the paid-up equity share capital of the Company to 73.82% of the paid-up equity share capital of the Company. Accordingly, the Company has become compliant with the minimum public shareholding requirements, as mandated under rules 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules 1957, read with Regulation 38 of the Listing Regulations.

Change in Name of the Company

During the year under review, the name of the Company was changed from “Ruchi Soya Industries Limited” to “Patanjali Foods Limited”. The rebranding comes as one of the many actions being undertaken as part of transition into Food/FMCG business undertaken by the Company. The new name Patanjali Foods Limited reflects the Company’s overall FMCG activities being undertaken by the Company.

Consequent to the postal ballot exercise and Company’s application for change of name, the Registrar of Companies, Mumbai, Maharashtra, Ministry of Corporate Affairs had issued the fresh certificate of incorporation pursuant to change of name dated June 24, 2022 confirming change in the name of the Company from “Ruchi Soya Industries Limited” to “Patanjali Foods Limited” effective from June 24, 2022. This change in name also involved consequent amendment of Memorandum of Association and Articles of Association of the Company. The security name of the Company on BSE Limited and National Stock Exchange of India Limited is Patanjali Foods Limited with BSE scrip code ‘500368’ and NSE scrip symbol ‘PATANJALI’.

Change of Registered Office

During the year, the Company had shifted its registered office from “Ruchi House, Royal Palms, Survey No. 169, Aarey Milk Colony, Near Mayur Nagar, Goregaon (E), Mumbai - 400065, Maharashtra to 616, Tulsiani Chambers, Nariman Point, Mumbai — 400021, Maharashtra with effect from November 12, 2022 within the local limits of the City.

Transfer to Reserves

During the year under review, no amount was proposed to be transferred to Reserves. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2023, please refer to the Statement of Changes in Equity included in the financial statements.

Dividend

Your directors recommend payment of dividend at the rate of 0.0001% on 1,79,22,540 — 0.0001% Cumulative Redeemable Non-Convertible Preference Shares of H 100/- each and H 6/- (Rupees Six only) per equity share being 300% of face value of H 2/- (Rupee Two only) each for financial year ended March 31, 2023. The payment of dividend is subject to approval of shareholders at 37th Annual General Meeting (“AGM”) of the Company.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

The dividend recommended is in accordance with the parameters and criteria as set out in the Dividend Distribution Policy which has been approved by the Board of Directors of the Company. The Dividend Distribution Policy is available at the web link http://www. patanjalifoods.com/policies/Dividend_Distribution_Policy.pdf in terms of Regulation 43A of Listing Regulations.

Deposits

During the year under review, your Company has not accepted / renewed any deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

The Particulars of loans, guarantees or investments pursuant to section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

The provisions of sections 129, 134 and 136 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) for preparation of consolidated financial statements, are not applicable to your Company. Also a separate statement containing the salient features of the financial statement of subsidiaries, joint ventures and associates in Form AOC-1 is attached with this annual report.

Subsidiaries

During the year under review, there was no subsidiary of the Company.

Associate

GHI Energy Private Limited (“GHI”) was an associate of the Company with the Company holding 49% of the paid up equity share capital of GHI. However, GHI issued further equity shares on May 13, 2019

without consent of the Company as a result of which Company’s equity shareholding in GHI reduced to 19.34%. On persuasion by the Company, GHI has filed a petition with Hon’ble National Company Law Tribunal, Chennai Bench (“Hon’ble Tribunal”) for reduction of capital under section 66 of the Companies Act, 2013. Accordingly, pending confirmation of the Hon’ble Tribunal of the aforesaid reduction of share capital of GHI, the Company continues to hold only 19.34% in GHI. Upon approval of the capital reduction by the Hon’ble Tribunal and such capital reduction, being effective, the paid up share capital of GHI shall stand reduced to the extent of the shares so extinguished and the original shareholding of 49% by the Company in GHI shall stand restored.

Joint Venture

Ruchi J-Oil Private Limited, a joint venture, is under voluntary liquidation from August 21, 2018.

The investment of the Company in Indian Oil Ruchi Biofuels LLP, a Joint Venture, has been impaired in the books of accounts of the Company in the year 2018-19 as per the provisions of applicable Ind-AS.

Change in Directors and Key Managerial Personnel (“KMP”)Directors

There was no change in the composition of Board of Directors of the Company during the year under review.

As on March 31, 2023, following is the composition of the Board of Directors of the Company:

Sr.

No.

Name of Director

Category

1.

Shri Acharya Balkrishna

Non-Executive — Non-Independent Director — Chairman

2.

Shri Swami Ramdev

Non-Executive — Non-Independent Director

3.

Shri Ram Bharat

Executive — Managing Director

4.

Shri Girish Kumar .\hii|a

Non-Executive — Independent Director

Shri Tejendra Mohan Bhasin

Non-Executive — Independent Director

6.

Smt. Gyan Sudha Misra

Non-Executive — Independent Director

Key Managerial Personnel

During the year under review, Shri Sanjay Kumar resigned from the office of the Chief Financial Officer (CFO) of the Company with effect from June 30, 2022. The Board takes on record the contribution made by him during his tenure with the company.

Shri Kumar Rajesh, Head - Strategic Finance, Special Projects and Treasury Management of the Company was appointed as Chief Financial Officer (key managerial personnel) of the Company with effect from July 1, 2022.

As on March 31, 2023, your managerial personnel:

Company has following key

Sr.

No.

Name of Key Managerial Personnel Category

1.

Shri Ram Bharat

Managing Director (MD)

2.

Shri Sanjeev Kumar Asthana

Chief Executive Officer (CEO)

3.

Shri Kumar Rajesh

Chief Financial Officer (CFO)

4.

Shri Ramji Lal Gupta

Company Secretary (CS)

Statement on Declaration by Independent Directors

The Company has received the necessary declaration from each of the independent directors confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 read with the schedules and rules made thereunder and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and in the Companies Act, 2013 and possess requisite qualifications, experience and expertise and hold highest standards of integrity.

Policy on Directors’ Appointment and Policy on Remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, KMP and other employees is available at the web link http://www.patanjalifoods.com/ policies/Remuneration_and_Board_Diversity_Policy.pdf.

Particulars of Employees and Related Disclosures

As prescribed under Section 197(12) of the Companies Act, 2013 (“Act”) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given in Annexure - I.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate annexure forming part of this Report. In terms of Section 136 of the Act, the Annual Report and financial statements are being sent to the shareholders excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during business hours and will be made available to any shareholder on request.

Number of Meetings of the Board

There were Eleven (11) meetings of the Board of Directors held during the financial year under review. For attendance and other details, please refer to the Corporate Governance Report which forms part of the Annual Report 2022-23.

Performance Evaluation of the Board, its Committees and Individual Directors

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking input from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board process, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking input from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria are as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The manner in which the evaluation has been carried out has also been explained in the Corporate Governance Report attached as Annexure to this report.

The Company has put in place a policy containing, inter- alia, the criteria for performance evaluation of the Board, its committees and individual Directors (including independent directors).

Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including internal financial controls, financial reporting by the Statutory Auditors and the reviews performed by the management and the relevant Board Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2022-23.

Accordingly, as required under section 134(3)(c) read with section 134(5) of the Act, the Board, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

c. the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. the internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f. the board has devised the proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and their Reports Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No.101720W) were re-appointed as the Statutory Auditors of your Company at 36th Annual General Meeting (AGM) held on September 29, 2022, for a further period of five (5) consecutive years from conclusion of 36th AGM till the conclusion of the 41st AGM of the Company on such remuneration as may be recommended by the Audit Committee and mutually agreed between the Board of Directors and the Auditors plus out of pocket expenses as may be incurred.

M/s. Chaturvedi & Shah LLP, Chartered Accountants, have submitted their Report on the financial statements of the Company for the financial year ended March 31, 2023, which forms part of the Annual Report 2022-23. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation or comments from the Board of Directors of your Company.

Cost Auditor

The Board of Directors on the recommendation of Audit Committee has re-appointed M/s. K.G. Goyal & Co., Cost Accountants (Firm Registration No. 000017) as Cost Auditor, to conduct audit of the cost accounting records of the Company for the financial year ending on March 31, 2024. As required under section 148 of the Companies Act, 2013, a resolution regarding ratification of the remuneration payable to M/s. K.G. Goyal & Co., Cost Accountants, forms part of the Notice convening the 37th Annual General Meeting of the Company.

Pursuant to provisions of section 134 of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules, 2014, it is confirmed that the Company has made and maintained the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Secretarial Auditor

CS Prashant Diwan, Practicing Company Secretary (FCS: 1403, CP: 1979), was appointed as Secretarial Auditor, to conduct the audit of secretarial records of the Company for the financial year ended on March 31, 2023 pursuant to section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed Form MR-3 is annexed to this Report as Annexure - II.

Explanations to the observations made in secretarial audit report:

Observation:

Regulation 38 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - The Company did not comply with Minimum Public Shareholding (“MPS”) requirements as specified in Rule 19(2) and 19A of the Securities Contract (Regulation) Rules, 1957.

Explanation:

Patanjali Ayurved Limited, one of the Promoters of the Company has sold 2,53,39,640 equity shares of the Company (representing 7% of the total issued and paid-up equity share capital of the Company) on July 13, 2023 and July 14, 2023, undertaken in accordance with the circular bearing reference number SEBI/HO/MRD/MRD-PoD-3/P/ CIR/2023/10 dated January 10, 2023 regarding the “Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism” issued by the Securities and Exchange Board of India, through the separate designated window of BSE Limited and National Stock Exchange of India Limited.

With the above mentioned sale of shares, the shareholding of the Promoters and members of Promoter Group in the Company has reduced from 80.82% of the paid-up equity share capital of the Company to 73.82% of the paid-up equity share capital of the Company. Accordingly, the Company has become compliant with the minimum public shareholding requirements, as mandated under rules 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules 1957, read with Regulation 38 of the Listing Regulations.

Observation:

Code of Conduct of SEBI (Prohibition of Insider Trading) Regulations, 2015 - Cases were found that designated persons have traded in securities of the Company during the closure of trading window which were reported to the BSE Limited and National Stock Exchange of India Limited and Securities and Exchange Board of India (“SEBI”) wherever required as envisaged under the relevant circulars issued by SEBI.

Explanation:

The observation given by Secretarial Auditor is self explanatory.

CS Prashant Diwan, Practicing Company Secretary has been reappointed to conduct the secretarial audit of the Company for the year ending March 31, 2024.

Details in Respect of Frauds Reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditor, Cost Auditor and Secretarial Auditor of your Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

Internal Financial Control System and their Adequacy

The internal control systems include documented policies, checks and balances, guidelines and procedures, that are supplemented by robust internal audit processes and monitored continuously through periodical reviews by management to provide reasonable assurance that all assets are safeguarded and all transactions entered into by Company are authorised, recorded and reported properly.

Internal control systems are integral to the Company’s corporate governance. The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliances as well as an enhanced control consciousness.

The Board/Management are of the opinion that the Company has effective internal financial control systems and policies and such controls are operating effectively. The management is taking steps for further strengthening of internal financial controls.

The Board/Management has reviewed the internal controls framework of the Company with an objective to have a robust internal control framework commensurate with the size, scale and nature of business of the Company. The management has initiated steps to implement the robust internal control framework. This framework includes entity-level policies, processes and Standard Operating Procedures (SOP).

The details relating to internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of the Annual Report 2022-23.

Change in Nature of Business

During the year under review, there has been no change in the nature of the business of your Company except that the Company has acquired the food retail business undertaking from Patanjali Ayurved Limited.

Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes and commitments affecting the financial position of your Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Risk Management

The Board of your Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan of the Company for identifying and mitigating various risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Company recognises that the emerging and identified risks need to be managed and mitigated to (a) protect its shareholders’ and other stakeholders’ interest; (b) achieve its business objectives; and (c) enable sustainable growth.

The details of various risks that are being faced by the Company are provided in the Management Discussion and Analysis Report, which forms part of this Report.

Details of Policy Developed and Implemented on Corporate Social Responsibility

In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, your Company has formed a Corporate Social Responsibility (“CSR”) Committee to approve activities to be undertaken, expenditure to be incurred and to monitor the performance of the CSR activities undertaken by the Company.

The policy on CSR as approved by the Board of Directors is also hosted on the website of the Company and can be accessed from web link http://www.patanjalifoods.com/policies/CSR_Policy.pdf.

During the year under review, the Company undertook CSR activities through Patanjali Yogpeeth Trust (“the Trust”). A new Gurukulam was being set up by the Trust at Haridwar, Uttarakhand to impart modern and ancient education. This initiative will primarily focus on all round development of a person and to create a happy, healthy and economically as well as financially robust society by providing free education and necessities to the under privileged children belonging to the socially, educationally and economically backward classes. Remote and tribal areas of Uttarakhand and other states of India will be the key areas of focus. These activities are in accordance with Schedule VII to the Act.

The Board of Directors and the CSR Committee review and monitor from time to time the CSR activities being undertaken by the Company.

The annual report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time), is set out at Annexure - III to this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure - IV.

Change in Share Capital

The Company had come out with further public offer and allotted 6,61,53,846 equity shares of H 2 each at a premium of H 648 per share on April 05, 2022 aggregating to H 4,300 Crore.

The Company has also redeemed 2,70,77,460 — 0.0001% Cumulative Redeemable Non-Convertible Preference Shares of H 100 each fully paid-up, amounting to H 270.77 crores out of proceeds of fresh issue of such shares.

The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no personnel were denied access to the Audit Committee. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at http:// www.patanjalifoods.com/policies/Whistle_Blower_Policy.pdf.

Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

Your company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received, if any, on sexual harassment.

The following is the summary of complaints received and disposed off during the FY 2022-23:

No. of Complaints received : NIL No. of Complaints resolved : NIL No. of Complaints pending for resolution : NIL

As on date of report, consequent to allotment of equity shares and redemption of preference shares the capital structure of the Company is as follows:

The paid-up equity share capital of your Company is H 7,239.90 lakhs divided into 36,19,94,853 equity shares of H 2 each fully paid-up and preference share capital of your Company is H 17,922.54 lakhs divided into 1,79,22,540 — 0.0001% Cumulative Redeemable Non-Convertible Preference Shares of H 100 each fully paid up.

Annual Return of the Company-

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on the financial year ended March 31, 2023 is placed on the Company’s website at http://www.patanjalifoods.com/ investors.php.

Secretarial Standards

Your Company has followed Secretarial Standards as issued by the Institute of Comp any Secretaries of India and notified by the Ministry of Corporate Affairs.

Corporate Governance and Management Discussion and Analysis Report

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as set out by the Securities and Exchange Board of India (“SEBI”). Your Company has also implemented several best governance practices.

Separate reports on Corporate Governance Compliance and Management Discussion and Analysis as stipulated under Regulation 34 read with Schedule V of the Listing Regulations forms part of the Annual Report 2022-23 along with the requisite certificate issued by Secretarial Auditors of your Company regarding compliance of the conditions of Corporate Governance.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR) for the year ended March 31, 2023 as stipulated under Regulation 34 of the Listing Regulations is annexed and forms part of the Annual Report 2022-23.

Particulars of Contracts or Arrangements with Related Parties

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The updated policy can be accessed on the Company’s website at http://www.patanjalifoods.com/policies/Policy_on_Materiality_of_ Related_Party_Transactions.pdf.

During the year under review, all related party transactions entered into by the Company were approved by the Audit Committee and were at arm’s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm’s length basis.

During the year under review, your company has acquired food retail business undertaking from Patanjali Ayurved Limited (“PAL”), a related party for a consideration of H 690 Crores and entered into the transactions of sale or purchase of goods, packing materials, rendering of services and other transactions with PAL. There was no other contract or arrangement with related parties which could be considered material according to the policy of your Company on Materiality of Related Party Transactions. The disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is attached with this Annual Report.

Details of related party transactions entered into by the Company in terms of Ind AS-24 have been disclosed in Note No. 36 of the financial statements forming part of this Annual Report.

Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

— Audit Committee

— Nomination and Remuneration Committee

— Corporate Social Responsibility Committee

— Stakeholders Relationship Committee

— Risk Management Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Corporate Governance section, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

Vigil Mechanism/Whistle Blower Policy

Your Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Companies Act, 2013 and the Listing Regulations, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics. The policy provides adequate safeguards against victimisation of Directors and employees who avail such mechanism and also provides for direct access to the Vigilance Officer and the Chairman of Audit Committee.

Application/Proceeding pending under the Insolvency and Bankruptcy Code, 2016 (“IBC”)

During the year under review, no application was made under IBC by or against your Company and no proceeding is pending under IBC by or against the Company.

Disclosure on borrowings

During the year under review (i) post allotment of equity shares in further public offering, the Company has redeemed 4,500 - 9% Unsecured Non-Convertible Cumulative Debentures of H 10,00,000/-each aggregating to H 450 Crores and repaid entire amount of bank borrowing outstanding on that date; (ii) the Company has not entered into any one time settlement with the banks or Financial Institutions who have extended loan or credit facilities to the company.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future

There are no significant and material orders by any regulator, court, tribunal impacting the going concern status of the Company and its operations in future.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items during the year under review:

a. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or Whole-time Director of the Company.

b. During the year under review, the Company has not bought back any of its securities / not issued any sweat equity shares / not provided any Stock Option Scheme to its employees / not issued any equity shares with differential rights.

c. There was no revision of the previous year’s financial statements during the financial year under review.

Acknowledgement

The Directors take this opportunity to thank its investors, shareholders, bankers, distributors, key partners, and other service providers for their continued support. The Directors would like to convey their gratitude to Central Government, State Governments and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company and look forward to their continued support.

The Directors acknowledge the valuable assistance, support and guidance given by the Securities and Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs, Registrar of Companies, Stock Exchanges and Depositories.

The Directors wish to place on record their appreciation to employees at all levels for their dedication and commitment.

For and on behalf of the Board of Directors of Patanjali Foods Limited

(Formerly known as Ruchi Soya Industries Limited)

Acharya Balkrishna

Place : Haridwar Chairman

Date : August 11, 2023 DIN:01778007


Mar 31, 2022

Your Board of Directors have pleasure in presenting the Thirty Sixth (36th) Directors’ Report together with the audited financial statements of the Company for the financial year ended March 31, 2022.

CHANGE OF NAME

Members of the Company are hereby informed that the Company was acquired by the consortium led by Patanjali Ayurved Limited pursuant to a resolution plan, which was duly approved by the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) order(s) dated July 24, 2019 read with order dated September 04, 2019, under corporate insolvency resolution process (“CIRP”) under the Insolvency and Bankruptcy Code, 2016 (“Code”). Presently, the Company is part of the Patanjali group which holds 80.82% of the paid up equity share capital of the company.

Members may note that the Company is presently engaged in the business of edible oils, vanaspati, food, nutraceutical and

health products. However, the Company’s name “Ruchi Soya Industries Limited” contained only “soya” in its name and hence, it no longer justified with all the commercial activities being undertaken by the Company. Accordingly, to depict the rich legacy and brand name of the Patanjali group in name of the Company, the Board of Directors of the Company at their meeting held on April 10, 2022 decided to change the name of the Company from “Ruchi Soya Industries Limited” to “Patanjali Foods Limited” or any other name as may be approved by Registrar of Companies, Maharashtra, Mumbai. In this regard, the name of the Company is changed from Ruchi Soya Industries Limited to Patanjali Foods Limited pursuant to Special Resolution passed by the members through postal ballot (conducted through remote e-voting) concluded on June 22, 2022 and thereafter the Registrar of Companies, Maharashtra, Mumbai, issued a fresh certificate of incorporation on June 24, 2022 reflecting the new name of the Company. The new symbol issued by BSE Limited and National Stock Exchange of India Limited is PATANJALI.


FINANCIAL PERFORMANCE

The summarized financial performance highlight is presented in the table below:

C in Lakh)

Particulars

Financial Year

2021-22

2020-21

Total Income (including other income)

24,28,438.22

16,38,297.71

Less: Total expenses other than Finance Cost and Depreciation

22,71,839.53

15,36,460.73

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

1,56,598.69

1,01,836.98

Less: Finance Cost

35,487.79

37,071.87

Less: Depreciation, amortization and impairment expenses

13,672.75

13,325.09

Profit for the year before tax

1,07,438.15

51,440.02

Total Tax Expenses

26,807.26

(16,637.16)

Net Profit for the year after tax

80,630.89

68,077.18

Add: Items that will not be reclassified to statement of profit or loss

1,222.70

1,073.95

Add: Items that will be classified to statement of profit or loss

8.68

-

Total comprehensive income for the year

81,862.27

69,151.13

STATE OF COMPANY’S AFFAIRS

Your company has achieved a total income of '' 24,28,438.22 lakh during the year under review as against ''16,38,297.71 lakh in the previous financial year. The net profit after tax of the company for the year under review was '' 80,630.89 lakh as against '' 68,077.18 lakh for the previous year.

The export of the company during the year under review was '' 30,439.59 lakh as compared to '' 40,498.44 lakh during the last financial year. Despite of lock down across the country due to second wave of COVID-19 pandemic, most of the plants of your Company were in operation utilizing maximum capacity of the same.

Inspired by this Vision, your directors look forward to the future with confidence and stand committed to create an even brighter future for all stakeholders.

FURTHER ISSUE OF SHARES

In compliance of the Order dated July 24, 2019 read with Order dated September 04, 2019 passed by Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench under section 31 of the Insolvency and Bankruptcy Code, 2016, your Company had allotted 29,25,00,000 Equity Shares in favour of the shareholders of Patanjali Consortium Adhigrahan Private Limited, which had been amalgamated with your Company. Subsequent to this allotment of 29,25,00,000 Equity Shares, the minimum public shareholding (“MPS”) in your Company reduced to 1.13%. Further, to comply with the provisions of minimum public shareholding under Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) and to comply with continuous listing requirement as stipulated under Rule 19A(5) of the Securities Contracts (Regulation) Rules, 1957 (“SCRR”), as amended, the minimum public shareholding has to be increased to 25% within a maximum period of three years from the date of such fall, in the manner specified by SEBI and if the public shareholding falls below 10% (ten per cent), the same shall be increased to at least 10% (ten per cent), within a maximum period of 18 (eighteen) months from the date of such fall, in the manner specified by SEBI which has to be achieved by your Company. Your Company is required to increase its public shareholding so that it can achieve the minimum public shareholding in compliance with the requirements of rule 19A of the Securities Contracts (Regulation) Rules, 1957 (SCRR).

In compliance of the same, your Company has successfully launched the Further Public Offer (FPO) and allotted 6,61,53,846 equity shares amounting to '' 4,300 crore. Subsequent to allotment of such shares, the minimum public shareholding reached to 19.18%. Nonetheless, the Promoters are further required to dilute at least 5.82% of their shareholding (in accordance with the methods prescribed under applicable laws) to ensure that your Company achieves 25% public shareholding as envisaged under Rule 19A of the SCRR. In order to achieve the same, that too in a timely manner, your Company is continuously exploring various other options as prescribed by SEBI.

TRANSFER TO RESERVES

During the year under review, no amount was proposed to be transferred to Reserves. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2022, please refer to the Statement of Changes in Equity included in the financial statements.


FUTURE OUTLOOK

The Financial Year 2022 was marked by uncertain and challenging bu sine s s environment due to c ontinue d covid pandemic, geopolitical tensions, continuation of logistic / supply chain disruptions, high inflation, and unprecedented commodity price volatility. Your company successfully navigated through the dynamic business and operating environment and demonstrated superior financial performance.

Your company has put in place elaborate strategic framework with an objective of creating value for stakeholders. The framework lays down clear cut roadmap to transform company’s business DNA from largely commodity orientation to FMCG and FMHG orientation. Your company has created multiple growth drivers — and has taken several initiatives to create high margin — high growth business with an aspiration to be internationally recognized leading Food, FMCG and FMHG Company. Some of the Key initiatives include launch of Nutraceutical business vertical and acquisition of Biscuits, Breakfast Cereals and Noodles business. In FY 2022-23, the company has acquired the Food business of Patanjali Ayurved Limited comprising of over 242 products across 8 different categories. Your company is expecting this acquisition to double the share of FMCG business within overall portfolio. In addition, the company is expanding distribution base of FMCG business internationally and constituted specialized team towards exports. Your management is confident that these businesses will create new frontiers of growth for the company. With these new initiatives, your company aspires to become large and diversified conglomerate with multiple growth in revenues over next decade.

Your company has an experienced talent pool that has enabled the Company to grow profitably amid challenging environment. Your company has been recognized ‘Great Place to Work’. The continued emphasis on training and capacity building of our resource pool has strengthened company’s capability to deliver critical outcome on the vectors of strategic impact, operational efficiency and capital productivity. Decentralized decision making and team empowerment across levels has helped company in attaining operational excellence, being market responsive and agile. Alignment of all company employees to a shared vision and purpose has enabled us to effortlessly execute complex business decisions to emerge in leader position across various businesses in a diverse, complex and continuously evolving Indian market.

The strategic interventions, experienced and dedicated talent pool, and high standards of corporate governance has set the stage for your company to leverage emergent market opportunities that will create value for the stakeholders.

DIVIDEND

Your Directors recommend payment of dividend at the rate of 0.0001% on 1,79,22,540 - 0.0001% Non-Convertible Redeemable Cumulative Preference Shares of '' 100/- each and of '' 5/- (Rupee Five Only) per equity share being 250% of face value of '' 2/- (Rupee Two Only) for financial year ended March 31, 2022. The payment of dividend is subject to approval of shareholders at 36th Annual General Meeting (“AGM”) of the Company.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

The dividend recommended is in accordance with the parameters and criteria as set out in the Dividend Distribution Policy which has been approved by the Board of Directors of the Company. The Dividend Distribution Policy is available at the web link http://www.patanjalifoods.com/policies/ Dividend_Distribution_Policy_of_the_Company.pdf in terms of Regulation 43A of Listing Regulations.

DEPOSITS

During the year under review, your Company has not accepted/ renewed any deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of loans, guarantees or investments pursuant to Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and Regulation 33 of Listing Regulations for preparation of consolidated financial statements, are not applicable to your Company. A separate statement containing the salient features of the financial statement of subsidiaries, joint ventures and associates in Form AOC-1 is attached with this annual report.

Subsidiaries

During the year under review, there was no subsidiary of the Company.

Associate

GHI Energy Private Limited (“GHI”) was an associate of the Company with the Company holding 49% of the paid up equity

share capital of GHI. However, GHI issued further equity shares on 13th May, 2019 without consent of the Company as a result of which Company’s equity shareholding in GHI reduced to 19.34%. On persuasion by the Company, GHI has filed a petition with Hon’ble National Company Law Tribunal, Chennai Bench (“Hon’ble Tribunal”) for reduction of capital under section 66 of the Companies Act, 2013. Accordingly, pending confirmation of the Hon’ble Tribunal of the aforesaid reduction of share capital of GHI, the Company continues to hold only 19.34% in GHI. Upon approval of the capital reduction by the Hon’ble Tribunal and such capital reduction, being effective, the paid up equity share capital of GHI shall stand reduced to the extent of the shares so extinguished and the original shareholding of 49% by the Company in GHI shall stand restored.

Joint Venture

Ruchi J-Oil Private Limited, a joint venture of the Company, is under voluntary liquidation from August 21, 2018.

The investment of the Company in Indian Oil Ruchi Biofuels LLP, a joint venture of the Company, has been impaired in the books of accounts of the Company in the year 2018-19 as per the provisions of applicable Ind-AS.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)Directors

There was no change in composition of Board of Directors of the Company during the year under review.

As on March 31, 2022, following is the composition of the Board of Directors of the Company:

. 6 w Z

Name of Director

Category

1.

Shri Acharya Balkrishna

Non-Executive-Non Independent Director Chairperson

2.

Shri Swami Ramdev

Non-Executive-Non Independent Director

3.

Shri Ram Bharat

Executive - Managing Director

4.

Shri Girish Kumar Ahuja

Non-Executive-Independent

Director

5.

Shri Tejendra Mohan Bhasin

Non-Executive-Independent

Director

6.

Mrs. Gyan Sudha Misra

Non-Executive-Independent

Director

Key Managerial Personnel

There was no change in composition of KMP during the year under review. However, after closure of financial year Shri

Sanjay Kumar resigned from the office of the Chief Financial Officer (“CFO”) of the Company with effect from June 30, 2022. The Board takes on record the valuable contribution made by him during his tenure with the company.

Shri Kumar Rajesh, Head-Strategic Finance, Special Projects and Treasury Management of the Company has been appointed as Chief Financial Officer (KMP) of the Company with effect from July 1, 2022.

As on date, your Company has following key managerial personnel:

. 6 w Z

Name of Key Managerial Personnel

Category

1.

Shri Ram Bharat

Managing Director (MD)

2.

Shri Sanjeev Kumar Asthana

Chief Executive Officer

(CEO)

3.

Shri Kumar Rajesh

Chief Financial Officer

(CFO)

4.

Shri Ramji Lal Gupta

Company Secretary (CS)

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each of the independent directors confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 read with the schedules and rules made thereunder and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and in the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Section 134(3) (e) and Section 178 (3) of the Companies Act, 2013, the Policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, KMP and other employees is available at the weblink http://wwwpatanjalifoods.com/ policies/Remuneration_and_Board_Diversity_Policy.pdf.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

As prescribed under Section 197(12) of the Companies Act, 2013 (“Act”) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given in Annexure I.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is provided as a separate annexure forming part of this Report. In terms of Section 136 of the Act, the Annual Report and financial statements are being sent to the shareholders excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during business hours and will be made available to any shareholder on request.

NUMBER OF MEETINGS OF THE BOARD

There were Fourteen (14) meetings of the Board of Directors held during the financial year under review For attendance and other details, please refer the Corporate Governance Report which forms part of the Annual Report 2021-22.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board process, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria is as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The manner in which the evaluation has been carried out has also been explained in the Corporate Governance Report attached as Annexure to this report.

The Company has put in place a policy containing, inter-alia, the criteria for performance evaluation of the Board, its Committees and individual Directors (including independent directors).

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including internal financial controls, financial reporting by the Statutory Auditors and the reviews performed by the management and the relevant Board Committee, the Board is of the opinion that the Company’s internal financial control were adequate and effective during financial year 2021-22.

Accordingly, as required under section 134(3) (c) read with section 134(5) of the Act, the Board, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;

c. the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. the internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f. the board has devised the proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND THEIR REPORTS Statutory Auditor

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No. 101720W/ W100355) were appointed as the Statutory Auditors of your Company to hold office from the conclusion of 31stAGM till the conclusion of the 36th AGM. They will be completing their first term of five consecutive years as the statutory auditors of the company at the conclusion of this 36thAGM of the Company.

Pursuant to Section 139(2) of the Act, the Company can appoint an auditors firm for a second term of five consecutive years. M/s. Chaturvedi & Shah LLP have consented to the said re-appointment, and confirmed that their re-appointment, if made, would be within the limits specified under the Act. They have further confirmed that they are not disqualified to be re-appointed as statutory auditor in terms of the provisions of the Act read with rules made thereunder.

The Board has recommended the members to consider their re-appointment as Statutory Auditors of your Company, for a term of five years, from the conclusion of the ensuing 36th AGM, till the conclusion of 41st AGM of the Company.

M/s. Chaturvedi & Shah LLP, Chartered Accountants, have submitted their Report on the financial statements of the Company for the financial year ended March 31, 2022, which forms part of the Annual Report 2021-22. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation or comments from the Board of Directors of your Company.

Cost Auditor

The Board of Directors on the recommendation of Audit Committee has re-appointed M/s. K.G. Goyal & Co., Cost Accountants (Firm Registration No. 000017) as Cost Auditor, to conduct audit of the cost accounting records of the Company for the financial year ending on March 31, 2023. As required under section 148 of the Companies Act, 2013, a resolution regarding ratification of the remuneration payable to M/s. K.G. Goyal & Co., Cost Accountants, forms part of the Notice convening the 36th Annual General Meeting of the Company.

Pursuant to provisions of section 134 of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules, 2014, it is confirmed that the Company has made and maintained the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Secretarial Auditor

CS Prashant Diwan, Practicing Company Secretary (FCS: 1403, CP: 1979), was appointed as Secretarial Auditor, to conduct the audit of secretarial records of the Company for the financial year ended on March 31, 2022 pursuant to section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed Form MR- 3 is annexed to this Report as Annexure II.

Explanations to the observations made in secretarial audit report:

Post closure of the financial year under review, the Company has allotted 6,61,53,846 equity shares of '' 2 each at a premium of '' 648 per share aggregating to '' 4,300 crore through further public offer in favour of non-promoter entities. On allotment of such shares, the public shareholding has reached to 19.18%. The Company is now compliant of minimum public shareholding requirements.

Other observations given by Secretarial Auditor in his secretarial audit report are self-explanatory and do not require further explanation or clarification.

CS Prashant Diwan, Practicing Company Secretary has been re-appointed to conduct the secretarial audit of the Company for the year ending March 31, 2023.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditor, Cost Auditor and Secretarial Auditor of your Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The internal control systems include documented policies, checks and balances, guidelines and procedures, that are supplemented by robust internal audit processes and monitored continuously through periodical reviews by management to provide reasonable assurance that all assets are safeguarded; and all transactions entered into by Company are authorized, recorded and reported properly.

Internal control systems are integral to the Company’s corporate governance. The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliances as well as an enhanced control consciousness.

The board/ management is of the opinion that the Company has effective internal financial control systems and policies and such controls are operating effectively. The management is taking steps for further strengthening of internal financial controls.

The Board/ management has reviewed the internal controls framework of the Company with an objective to have a robust internal control framework commensurate with the size, scale and nature of business of the Company. The management has initiated steps to implement the robust internal control framework. This framework includes entity-level policies, processes and Standard Operating Procedures (SOP).

The details relating to internal financial controls and their adequacy are included in the Management Discussion and Analysis Rep ort, which forms p art of the Annual Report 2021-22.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of your Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL

POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of your Company which have occurred

between the end of the financial year of the Company to which the financial statements relate and the date of the report.

RISK MANAGEMENT

The Board of your Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan of the Company for identifying and mitigating various risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Company recognizes that the emerging and identified risks need to be managed and mitigated to (a) protect its shareholders and other stakeholders’ interest; (b) achieve its business objectives; and (c) enable sustainable growth.

The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Act your Company has formed a Corporate Social Responsibility (CSR) Committee to approve activities to be undertaken, expenditure to be incurred and to monitor the performance of the CSR activities undertaken by the Company.

The Company undertakes its CSR activities through Patanjali Yogpeeth Trust. The Company undertakes CSR activities for setting up of Patanjali Wellness Centre at Haridwar, Uttarakhand for promoting naturopathy, yog and ayurved. These activities are in accordance with the Schedule VII to the Act.

The Board of Directors and the CSR Committee review and monitor from time to time the CSR activities being undertaken by the Company.

In compliance with section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of the Company has formed Corporate Social Responsibility (“CSR”) Committee. The policy on CSR as approved by the Board of Directors is also hosted on the website of the Company and can be accessed from weblink http://www.patanjalifoods.com/policies/ CSR_Policy.pdf.

The annual report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time), is set out at Annexure III to this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure IV.

CHANGE IN SHARE CAPITAL

As on March 31, 2022, the total paid-up equity share capital of your Company was '' 5,916.82 lakh divided into 29,58,41,007 equity shares of '' 2 each fully paid-up and total preference paid-up share capital of your Company was '' 45,000 lakh divided into 4,50,00,000 preference shares of ''100 each fully paid up. During the year under review, there was no change in the share capital of the Company.

The Company has filed Red Herring Prospectus (RHP) and Prospectus with Registrar of Companies (ROC), Mumbai on March 11, 2022 and March 31, 2022 respectively Post closure of financial year under review, Company has allotted 6,61,53,846 equity shares of '' 2 each at a premium of '' 648 per share aggregating to '' 4,300 crore through further public offer. The Company has also redeemed 2,70,77,460 - 0.0001% NonConvertible Cumulative Redeemable Preference Shares of '' 100 each fully paid up amounting to '' 270,77,46,000 out of the proceeds of fresh issue of such shares.

As on date of report, consequent to allotment of equity shares and redemption of preference shares, the capital structure of the Company is as follows:

The paid-up equity share capital of your Company is '' 7,239.90 lakh divided into 36,19,94,853 equity shares of '' 2 each fully paid-up and paid-up preference share capital of your Company is '' 17,922.54 lakh divided into 1,79,22,540 - 0.0001% NonConvertible Cumulative Redeemable Preference Shares of ''100 each fully paid up.

ANNUAL RETURN OF THE COMPANY

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on the financial year ended March 31, 2022 is placed on the Company’s website at http:// www.patanjalifoods.com/investors_annualReturn.php.

SECRETARIAL STANDARDS

Your Company has followed Secretarial Standards as issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

CORPORATE GOVERNANCE ANDMANAGEMENT DISCUSSION ANDANAYLYSIS REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as set out by the Securities and Exchange Board of India (“SEBI”). Your Company has also implemented several best governance practices.

Separate reports on Corporate Governance Compliance and Management Discussion and Analysis as stipulated under Regulation 34 read with Schedule V of the Listing Regulations forms part of the Annual Report 2021-22 along with the requisite certificate issued by Statutory Auditors of your Company regarding compliance of the conditions of Corporate Governance.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended March 31, 2022 as stipulated under Regulation 34 of the Listing Regulations is annexed and forms part of the Annual Report 2021-22.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the Listing Regulations. The updated Policy can be accessed on the Company’s website at http://www.patanjalifoods.com/policies/ Policy_on_Materiality_of_Related_Party_Transaction.pdf.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm’s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm’s length basis.

During the year under review, your company has not entered into any contract or arrangement with related parties which could be considered material according to the policy of your Company on materiality of Related Party Transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2021-22 and hence does not form part of this report.

The Company has acquired the food business retail undertaking from Patanjali Ayurved Limited, a related party during current year which has been approved by the shareholders of the

Company by way of postal ballot through remote e-voting on June 22, 2022.

Details of related party transactions entered by the Company during the year 2021-22, in terms of Ind AS-24 have been disclosed in Note No. 35 of the financial statements forming part of this Annual Report.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31, 2022 comprises of the following Directors:

Shri Girish Kumar Ahuja (Chairman), Shri Ram Bharat and Shri Tejendra Mohan Bhasin as members. For attendance and other details, kindly refer the Corporate Governance Report, which forms part of the Annual Report 2021-22. All recommendations of Audit Committee were accepted by the Board of Directors.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has adopted a Vigil Mechanism/ Whistle Blower Policy in terms of the provisions of the Companies Act, 2013 and the Listing Regulations, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics. The policy provides adequate safeguards against victimization of Directors and employees who avail such mechanism and also provides for direct access to the Vigilance Officer and the Chairman of Audit Committee. The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no personnel was denied access to the Audit Committee. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at http://wwwpatanjalifoods.com/ policies/Whistle_Blower_Policy.pdf.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

Your company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received, if any, on sexual harassment.

The following is the summary of complaints received and disposed off during the Financial Year 2021-22:

• No. of complaints received: 1

• No. of complaints resolved: 1

• No. of complaints pending for resolution: Nil

APPLICATION/ PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (“IBC”)

During the year under review, no application was made under IBC against your Company and no proceeding is pending under IBC against the Company.

The Company has filed an application on August 27, 2021 before Hon’ble National Company Law Tribunal at New Delhi (“Hon’ble Tribunal”) to initiate Corporate Insolvency Resolution Process of M/s. B. N. Agritech Limited for its operational debt of '' 5.40 crore. The same is pending before Hon’ble Tribunal

DISCLOSURE ON ONE TIME SETTLEMENT

During the year under review, the Company has not entered into any one-time settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by any regulator, court, tribunal impacting the going concern status of the Company and its operations in future.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items during the year under review:

a. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director of the Company.

b. During the year under review, the Company has not bought back any of its securities/ not issued any sweat

equity shares / not provided any Stock Option Scheme to its employees / not issued any equity shares with differential rights.

c. There was no revision of the previous year’s financial statements during the financial year under review.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank its investors, shareholders, bankers, distributors and other service providers for their continued support. The Directors would like to convey their gratitude to Central Government, State Governments and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company and look forward to their continued support.

The Directors acknowledge the valuable assistance, support and guidance given by the Securities and Exchange Board of India, Reserve Bank of India, Banks, Ministry of Corporate Affairs, Registrar of Companies, Stock Exchanges and Depositories.

The Directors wish to place on record their appreciation to employees at all levels for their dedication and commitment.

For and on behalf of the Board of Directors of Patanjali Foods Limited

(Formerly known as Ruchi Soya Industries Limited)

Acharya Balkrishna

Place : Haridwar Chairman

Date : August 10, 2022 DIN:01778007


Mar 31, 2021

Your Board of Directors have pleasure in presenting the Thirty Fifth (35th) Directors’ Report together with the audited financial statements of the Company for the financial year ended March 31, 2021.

FINANCIAL PERFORMANCE

The summarized financial performance highlight is presented in the table below:

C in Lakhs)

Particulars

Financial Year

2020-21

2019-20

Total Income (including other income)

16,38,297.71

13,17,536.56

Less: Total expenses other than Finance Cost and Depreciation

15,36,460.73

12,71,689.34

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

1,01,836.98

45,847.22

Less: Finance Cost

37,071.87

11,231.48

Less: Depreciation, amortisation and impairment expenses

13,325.09

13,577.36

Profit for the year before exceptional items and tax

51,440.02

21,038.38

Add: Exceptional Items

-

7,44,763.89

Profit for the year before tax

51,440.02

7,65,802.27

Total Tax Expenses

(16,637.16)

(1,400.00)

Net Profit for the year after tax

68,077.18

7,67,202.27

Items that will not be reclassified to statement of profit or loss

1,073.95

(644.50)

Total comprehensive income for the year

69,151.13

7,66,557.77

STATE OF COMPANY’S AFFAIRS

Your company has achieved a total income of '' 16,38,297.71 lakhs during the year under review as against '' 13,17,536.56 lakhs in the previous financial year. The net profit after tax of the company for the year under review is '' 68,077.18 lakhs as against '' 22,438.38 lakhs for the previous year (excluding exceptional items of '' 7,44,763.89 lakhs).

The export of the company during the year under review was '' 40,498.44 lakhs as compared to '' 24,136.84 lakhs during the last financial year. Despite of lock down across the country due to second wave of COVID-19 pandemic, most of the plants of your company were in operation utilizing maximum capacity of the same.

During the current financial year, the Company has acquired the business of manufacturing, packing and labelling of biscuits, cookies, rusk and other associated bakery products with manufacturing plant located at Khasra No. 450, 451, 452, Village Lodhiwala, Tehsil Bhagwanpur, District Haridwar — 247661 as a going concern on slump sale basis from Patanjali Natural Biscuits Private Limited. The Company has also entered into a Contract Manufacturing Agreement with Patanjali Ayurved Limited (“PAL”) for manufacturing, packaging and labelling the nutraceutical products under the brand ‘NUTRELA’ along with

the brand “PATANJALI”. The Company has also executed Assignment Agreement with Patanjali Ayurved Limited of Contract Manufacturing Agreements for manufacture of noodles and breakfast cereals in its favour. Brand Licence Agreements have also been executed with Patanjali Ayurved Limited by the Company for use of “PATANJALI” brands on biscuits, cookies, rusks, nutraceutical products, noodles and breakfast cereals.

FUTURE OUTLOOK

Your Company has a robust and sustainable business model. We remain confident of the medium to long-term growth prospects in edible oils, processed food, palm plantations and other businesses of your Company Your company’s focus on diversified product portfolio by launch of high margin products will improve company’s profit profile. It is expected that your company will continue to register healthy growth in both revenue and margins.

Even during the uncertainties due to COVID-19 pandemic, your company is optimistic of its future outlook and expects to grow with strong portfolio of brands, drive towards healthy and premium offering to the customers and new product launches. Your Company’s focus is to capitalize on the existing brands and increase market share across categories. Investment

towards brand building will be stepped up to support market growth and launch of new products.

Your company has strong risk management policy that has facilitated to sail successfully through high price volatility. Your company is taking several steps in direction of automating processes and introducing artificial intelligence, machine learning and predictive modelling to manage the price risk of various products dealt in by them.

Your Company plans to increase area under Oil Palm Plantation towards Atma Nirbhar Bharat1 and reduce country''s dependence on imported oil palm. A detailed statement on management''s outlook is included in the Management Discussion and Analysis Report, which forms part of the Annual Report 2020-21.

FURTHER ISSUE OF SHARES

In compliance of the Order dated July 24, 2019 read with Order dated September 04, 2019 passed by Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench under section 31 of the Insolvency and Bankruptcy Code, 2016, your Company had allotted 29,25,00,000 Equity Shares in favour of the shareholders of Patanjali Consortium Adhigrahan Private Limited, which had been amalgamated with your company. Subsequent to this allotment of 29,25,00,000 Equity Shares, the minimum public shareholding in your company reduced to 1.13%. Further, to comply with the provisions of minimum public shareholding under Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) and to comply with continuous listing requirement as stipulated under Rule 19A(5) of the Securities Contracts (Regulation) Rules, 1957 (“SCRR”), as amended, the minimum public shareholding has to be increased to 25% within a maximum period of three years from the date of such fall, in the manner specified by SEBI. Therefore, your Company has proposed further issuance of equity shares pursuant to Section 23 and 62 of Companies Act, 2013, as amended and all other applicable provisions thereof, if any and the rules made thereunder by way of Further Public Offering (FPO) of such number of equity shares at an issue price, as may be decided in consultation with the Merchant Bankers, appointed for this purpose, subject to relevant approvals and market conditions. Your Company has filed the Draft Red Herring Prospectus dated June 12, 2021 with Securities and Exchange Board of India (SEBI) and Stock Exchanges and received final observations from SEBI on August 13, 2021.

TRANSFER TO RESERVES

During the year under review, no amount was proposed to be transferred to Reserves.


DIVIDEND

The Board of Directors of your company has approved and adopted the Dividend Distribution Policy of the Company. The Dividend Distribution Policy is available at the web link http:// www.ruchisoya.com/policies/Dividend_Distribution_Policy_ of_the_Company.pdf

The Board of Directors of your company, after considering the relevant circumstances and keeping in view the Company’s Dividend Distribution Policy, has not recommended any Dividend for the year under review.

DEPOSITS

During the year under review, your Company has not accepted/ renewed any deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of loans, guarantees or investments pursuant to Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) for preparation of consolidated financial statements, are not applicable to your Company. Also a separate statement containing the salient features of the financial statement of subsidiaries, joint ventures and associates in Form AOC-1 is attached with this annual report.

Subsidiaries

During the year under review, there was no subsidiary of the Company

Associate

GHI Energy Private Limited (“GHI”) was an associate of the Company with the Company holding 49% of the paid up equity share capital. However, GHI issued further equity shares on 13th May, 2019 without consent of the Company as a result of which Company''s equity shareholding in GHI reduced to 19.34%. On persuasion by the Company, GHI has filed a petition with Hon''ble National Company Law Tribunal, Chennai Bench (“Hon''ble Tribunal”) for reduction of capital under section 66 of the Companies Act, 2013. Accordingly, pending confirmation of the Hon''ble Tribunal of the aforesaid reduction of share

S. Name of

Category

No. Director

5 Shri Tejendra

Non-Executive - Independent

Mohan Bhasin

Director

6. Mrs. Gyan

Non-Executive - Independent

Sudha Misra

Director

o liana ivnsra j^irecior

Key Managerial Personnel

Shri Acharya Balkrishna had tendered his resignation from the office of Managing Director (MD) with effect from August 18, 2020 and agreed to continue as non-executive director and chairman of the Company. On the basis of recommendation made by Nomination and Remuneration Committee, the Board of Directors designated Shri Ram Bharat as Managing Director of the Company with effect from August 19, 2020 till December 17, 2022.

Shri Sanjeev Kumar Asthana joined the Company as Chief Executive Officer (CEO) with effect from July 06, 2020 and appointed as key managerial personnel of the Company with effect from August 19, 2020.

Shri Anil Singhal resigned from the office of the Chief Financial Officer (CFO) of the Company with effect from November 11, 2020. The Board takes on record the valuable contribution made by him during his tenure with the company.

Shri Sanjay Kumar joined as Chief Financial Officer of the Company with effect from March 15, 2021 and appointed as key managerial personnel with effect from March 30, 2021.

As on date, your Company has following key managerial personnel:

personnel:

S.

Name of Key

Category

No.

Managerial Personnel

1.

Shri Ram Bharat

Managing Director

2.

Shri Sanjeev Kumar Asthana

Chief Executive Officer

3.

Shri Sanjay Kumar

Chief Financial Officer

4.

Shri Ramji Lal Gupta

Company Secretary

capital of GHI, the Company continues to hold only 19.34% in GHI. Upon approval of the capital reduction by the Hon’ble Tribunal and such capital reduction, being effective, the paid up share capital of GHI shall stand reduced to the extent of the shares so extinguished and the original shareholding of 49% by the Company in GHI shall stand restored.

Joint Venture

Ruchi J-Oil Private Limited, a joint venture, is under voluntary liquidation from August 21, 2018.

The investment of the Company in Indian Oil Ruchi Biofuels LLP, a Joint Venture, has been impaired in the books of accounts of the Company in the year 2018-19 as per the provisions of applicable Ind-AS.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)Directors

During the year under review, Shri Rajat Sharma (DIN: 00005373) has resigned from the office of Independent Director with effect from July 2, 2020, due to his pre-occupation. Smt. Bhavna Samir Shah (DIN: 00246394) has also resigned from the office of Independent Director with effect from July 13, 2020, due to her pre-occupation. Shri Rajat Sharma and Smt. Bhavna Samir Shah both have provided the detailed reason of their resignation and a confirmation that there was no other material reason for their resignation other than the reason provided as above. The Board takes on record the valuable contribution made by Shri Rajat Sharma and Smt. Bhavna Samir Shah during their tenure with the company.

The Board of Directors on August 13, 2020, appointed Shri Tejendra Mohan Bhasin (DIN: 03091429) and Smt. Gyan Sudha Misra (DIN: 07577265) as Additional Directors in the category of Non-Executive Independent Directors of the Company, not liable to retire by rotation, for a term of three (3) consecutive years with effect from August 13, 2020 to August 12, 2023. The same had already been confirmed by the members at 34th AGM of the Company.

As on date, following is the composition of the Board of Directors of the Company:

S.

No.

Name of Director

Category

1.

Shri Acharya Balkrishna

Non-Executive - Non Independent Director - Chairperson

2.

Shri Swami Ramdev

Non-Executive - Non Independent Director

3.

Shri Ram Bharat

Executive - Managing Director

4.

Shri Girish Kumar Ahuja

Non-Executive - Independent Director

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each of the independent directors confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 read with the schedules and rules made thereunder and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and in the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy on appointment of Board

Members including criteria for determining qualifications positive attributes, independence of a Director and the Polic on remuneration of Directors, KMP and other employees i: available at the web link http://www.ruchisoya.com/policies/ Remuneration_and_Board_Diversity_Policy.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

As prescribed under Section 197(12) of the Companies Act 2013 (“Act”) and Rule 5(1) of the Companies (Appointmen and Remuneration of Managerial Personnel) Rules, 2014, th< details are given in Annexure - I.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) ant 5(3) of the Companies (Appointment and Remuneration ol Managerial Personnel) Rules, 2014 is provided as a separat annexure forming part of this Report. In terms of Section 136 of the Act, the Annual Report and financial statements ar being sent to the shareholders excluding the aforesaid annexure The said annexure is available for inspection at the registeret office of the Company during business hours and will be mad available to any shareholder on request.

NUMBER OF MEETINGS OF THE BOARD

There were Six (6) meetings of the Board of Directors held during the financial year under review. For attendance and othe details, please refer the Corporate Governance Report whicl forms part of the Annual Report 2020-21.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The annual evaluation process of the Board of Directors individual Directors and Committees was conducted ii accordance with the provisions of the Act and Listing Regulations.

The Board evaluated its performance after seeking input: from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board process information and functioning etc. The performance of th Committees was evaluated by the Board after seeking input from the committee members on the basis of criteria such a the composition of committees, effectiveness of committe meetings etc. The above criteria are as provided in th Guidance Note on Board Evaluation issued by the Securitie: and Exchange Board of India.

The manner in which the evaluation has been carried out ha also been explained in the Corporate Governance Repor attached as Annexure to this report.

The Company has put in place a policy containing, inter-alia, the criteria for performance evaluation of the Board, its Committees and individual Directors (including independent directors).

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including internal financial controls, financial reporting by the Statutory Auditors and the reviews performed by the management and the relevant Board Committee, the Board is of the opinion that the Company’s internal financial control were adequate and effective during financial year 2020-21.

Accordingly, as required under section 134(3)(c) read with section 134(5) of the Act, the Board, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for the year ended on that date;

c. the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. the internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f. the board has devised the proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND THEIR REPORTS Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No.101720W) were appointed as Statutory Auditor of the Company at the Annual General Meeting held on September 27, 2017, for a period of five (5) consecutive years from the conclusion of

31st Annual General Meeting till the conclusion of 36th Annual General Meeting of the Company to be held in the calendar year 2022.

M/s. Chaturvedi & Shah LLP, Chartered Accountants, have submitted their Report on the financial statements of the Company for the financial year ended March 31, 2021, which forms part of the Annual Report 2020-21. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation or comments from the Board of Directors of your Company.

Cost Auditor

The Board of Directors on the recommendation of Audit Committee has re-appointed M/s. K.G. Goyal & Co., Cost Accountants (Firm Registration No. 000017) as Cost Auditor, to conduct audit of the cost accounting records of the Company for the financial year ending on March 31, 2022. As required under section 148 of the Companies Act, 2013, a resolution regarding ratification of the remuneration payable to M/s. K.G. Goyal & Co., Cost Accountants, forms part of the Notice convening the 35th Annual General Meeting of the Company.

Pursuant to provisions of section 134 of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules, 2014, it is confirmed that the Company has made and maintained the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Secretarial Auditor

CS Prashant Diwan, Practicing Company Secretary (FCS: 1403, CP: 1979), was appointed as Secretarial Auditor, to conduct the audit of secretarial records of the Company for the financial year ended on March 31, 2021 pursuant to section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed Form MR- 3 is annexed to this Report as Annexure II.

Explanations to the observations made in secretarial audit report:

Observations made by the Secretarial Auditor in his report and the explanation thereof given by the board of directors is as under:

Observations:

a. As required under section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee of the Company was not properly constituted for the period from 13th July, 2020 to 13th August, 2020 due to resignation of Independent Director.

b. As required under section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Company was not properly constituted for the period from 2nd July, 2020 to 13th August, 2020 due to resignation of Independent Directors.

c. As required under Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had appointed two Independent Directors without recommendation of Nomination and Remuneration Committee since Committee was not properly constituted for the period from 2nd July, 2020 to 13th August, 2020.

Explanation: Shri Rajat Sharma and Smt. Bhavna Samir Shah, Independent Directors had resigned from the office of Independent Director with effect from July 02, 2020 and July 13, 2020 respectively. Hence, the Audit Committee and Nomination and Remuneration Committee, where they were members, were not properly constituted during the period from 13th July, 2020 to 13th August, 2020 and 2nd July, 2020 to 13th August, 2020 respectively. For the same reason, the new Independent Directors viz. Shri Tejendra Mohan Bhasin and Smt. Gyan Sudha Misra were appointed without recommendation of Nomination and Remuneration Committee.

To comply with the provisions of minimum public shareholding under Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) and to comply with continuous listing requirement as stipulated under Rule 19A(5) of the Securities Contracts (Regulation) Rules, 1957 (“SCRR”), as amended, the Company has filed the Draft Red Herring Prospectus dated June 12, 2021 with Securities and Exchange Board of India (SEBI) and Stock Exchanges for issue such number of equity shares at an issue price, as may be decided in consultation with the Merchant Bankers, appointed for this purpose, subject to relevant approvals and market conditions and received final observations from SEBI on August 13, 2021.

CS Prashant Diwan, Practicing Company Secretary has been reappointed to conduct the secretarial audit of the Company for the year ending March 31, 2022.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditor, Cost Auditor and Secretarial Auditor of your Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The internal control systems include documented policies, checks and balances, guidelines and procedures, that are supplemented by robust internal audit processes and monitored continuously through periodical reviews by management to provide reasonable assurance that all assets are safeguarded; and all transactions entered into by Company are authorized, recorded and reported properly

Internal control systems are integral to the Company’s corporate governance. The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliances as well as an enhanced control consciousness.

The board / management are of the opinion that the Company has effective internal financial control systems and policies and such controls are operating effectively. The management is taking steps for further strengthening of internal financial controls.

The Board/management has reviewed the internal controls framework of the Company with an objective to have a robust internal control framework commensurate with the size, scale and nature of business of the Company. The management has initiated steps to implement the robust internal control framework. This framework includes entity-level policies, processes and Standard Operating Procedures (SOP).

The details relating to internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of the Annual Report 2020-21.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of your Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company to which the financial statements relate.

RISK MANAGEMENT

The Board of your Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan of the Company for identifying and mitigating various risks. The Committee is responsible for reviewing

the risk management plan and ensuring its effectiveness. The Company recognizes that the emerging and identified risks need to be managed and mitigated to (a) protect its shareholders and other stakeholders’ interest; (b) achieve its business objectives; and (c) enable sustainable growth.

The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITY

In compliance with section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of the Company has formed Corporate Social Responsibility (“CSR”) Committee. The policy on CSR as approved by the Board of Directors is also hosted on the website of the Company and can be accessed from web link http://www.ruchisoya.com/policies/ CSR_Policy.pdf

Pursuant to section 135 of the Companies Act, 2013 read with CSR policy of the Company, it is required to spend two percent of the average net profit of the Company for three immediately preceding financial years. As the average net profit of the Company during previous three financial years was negative, the Company was not required to spend any amount for the CSR purpose during the year under review. However, your Company has, during the year under review, contributed an amount of '' 10.00 crores in the Prime Minister’s Citizen Assistance and Relief in Emergency Situations (“PM CARES”) Fund. The Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure III.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure IV.

CHANGE IN SHARE CAPITAL

As on March 31, 2021, the total paid-up equity share capital of your Company was '' 5,916.82 Lakhs divided into 29,58,41,007 equity shares of '' 2 each fully paid-up and total preference paid-up share capital of your Company was '' 45,000 lakhs divided into 4,50,00,000 preference shares of '' 100 each fully paid up.

During the year under review, there was no change in the share capital of the Company.

ANNUAL RETURN OF THE COMPANY

The Copy of the Annual Return of the Company as required under sub-section (3) of section 92 of the Companies Act, 2013 is available on the web link www.ruchisoya.com.

SECRETARIAL STANDARDS

Your Company has followed Secretarial Standards as issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANAYLYSIS REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as set out by the Securities and Exchange Board of India (“SEBI”). Your Company has also implemented several best governance practices.

Separate reports on Corporate Governance Compliance and Management Discussion and Analysis as stipulated under Regulation 34 read with Schedule V of the Listing Regulations forms part of the Annual Report 2020-21 along with the requisite certificate issued by Statutory Auditors of your Company regarding compliance of the conditions of Corporate Governance.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended March 31, 2021 as stipulated under Regulation 34 of the Listing Regulations is annexed and forms part of the Annual Report 2020-21.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188(1) of the Companies Act, 2013 entered by your Company during the year under review, were in the ordinary course of business and on an arm’s length basis.

During the year under review, your company has not entered into any contract or arrangement with related parties which could be considered ‘material’ (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of your Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2. However, all the transactions with related parties, which were in the ordinary course of business and on an arm’s length basis, have been disclosed in Note No. 38 of the Financial Statements.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31, 2021 comprises of the following Directors:

Shri Girish Kumar Ahuja (Chairman), Shri Ram Bharat and Shri Tejendra Mohan Bhasin as members. For attendance and other details, kindly refer the Corporate Governance Report, which forms part of the Annual Report 2020-21.

All recommendations of Audit Committee were accepted by the Board of Directors.

Smt. Bhavna Samir Shah has resigned from the office of Independent Director with effect from July 13, 2020 due to her pre-occupation and therefore ceased to be the member of the Audit Committee. Thereafter, Shri Tejendra Mohan Bhasin was appointed as Independent Director with effect from August 13, 2020 and induced as member in Audit Committee.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Companies Act, 2013 and the Listing Regulations, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics. The policy provides adequate safeguards against victimization of Directors and employees who avail such mechanism and also provides for direct access to the Vigilance Officer and the Chairman of Audit Committee. The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no personnel was denied access to the Audit Committee. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Comp any at http://www.ruchisoya.com/policies/Whistle_ Blower_Policy. pdf.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

Your company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received, if any, on sexual harassment.

No complaint was pending at the beginning of the year and none was received during the year under review.

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (“IBC”)

During the year under review, no application was made under IBC by or against your Company and no proceeding is pending under IBC.

DISCLOSURE ON ONE TIME SETTLEMENT

During the year under review, the Company has not entered into any one-time settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

The SEBI, vide its order dated August 12, 2020, has revoked its earlier directions (ad interim orders dated March 02, 2016 and May 24, 2016 and confirmed vide order dated March 08, 2017) due to which the Company was restrained from buying, selling or dealing in the securities market either directly or indirectly in any manner whatsoever.

Except above, no other significant or material order was passed by the Regulators or Courts or Tribunals impacting the going

concern status and Company’s operations in future.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items during the year under review:

a. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or Whole-time Director of the Company.

b. During the year under review, the Company has not bought back any of its securities/ not issued any sweat equity shares / not provided any Stock Option Scheme to its employees / not issued any equity shares with differential rights.

c. There was no revision of the previous year’s financial statements during the financial year under review.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around performance of the company.

For and on behalf of the Board of Directors of Ruchi Soya Industries Limited

Acharya Balkrishna

Place: Haridwar Chairman

Date : August 14, 2021 DIN: 01778007


Mar 31, 2018

Directors'' Report

Dear Members,

Presentation on Thirty Second Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2018 is hereby submitted as under:

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

The National Company Law Tribunal ("NCLT"), Murnbai Bench, vide order dated 15th December 2017 ("Insolvency Commencement Order") has initiated corporate insolvency resolution process ("CIRP") based on petitions filed by Standard Chartered Bank and DBS Bank Ltd under section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Mr. Shailendra Ajmera IP Registration No. IBBI/IPA-001/IP-P00304/2017-18/10568 was appointed as interim resolution professional ("IRP") to manage affairs of the Company in accordance with the provisions of Code. In the first meeting of committee of creditors held on 12th January 2018, Mr. Shailendra Ajmera had been confirmed as resolution professional ("RP/Resolution Professional") for the Company. Pursuant to the Insolvency Commencement Order and in line with the provisions of the Code, the powers of the Board of Directors were suspended and the same were to be exercised by IRP / RP. By an order dated 8th June, 2018, NCLT has extended the CIRP for a further period of 90 days with effect from 12th June, 2018.

Since the company is under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the Insolvency & Bankruptcy Code, from the date of appointment of the Resolution Professional.

(a) the management of the affairs of the company shall vest in the Resolution Professional.

(b) the powers of the Board of Directors of the company shall stand suspended and be exercised by the Resolution Professional.

(c) the officers and managers of the company shall report to the Resolution Professional and provide access to such documents and records of the company as may be required by the Resolution Professional.

(d) the financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relation to such accounts and furnish all information relating to the company available with them to the Resolution Professional.

FINANCIAL HIGHLIGHTS

(Rs. in crores)

2017-18

2016-17

Total Income

12,029.28

18,620.38

Profit/ (Loss) before Depreciation, amortization and impairment expenses, provision for doubtful debts, advances, bad debts, financial guarantee obligations, others, exceptional items and tax

(719.70)

(216.30)

Less : Provision for doubtful debts, advances, bad debts, financial guarantee obligations and others

5,150.18

1,302.97

Profit/ (Loss) before Depreciation, amortization, impairment expenses, exceptional items and tax

(5,869.88)

(1,519.27)

Less : Depreciation, amortization and impairment expenses

140.36

156.06

Profit/ (Loss) before exceptional items and tax

(6,010.24)

(1,675.33)

Exceptional Items

-

44.90

Profit/ (Loss) before tax

(6,010.24)

(1,630.43)

Add : Tax Expenses

436.96

373.23

Profit/ (Loss) after tax for the year

(5,573.28)

(1,257.20)

Add : (i) Remeasurement of the defined benefit plans, not reclassified to profit or loss

0.53

0.82

(n) Equity Instruments through other comprehensive income

0.51

(7.30)

Less : Income Tax related to above

-

0.28

Add : Fair Value changes in hedge reserve

-

2.00

Total comprehensive income for the year

(5,572.24)

(1,261.96)

PERFORMANCE REVIEW

Your company achieved a total income of Rs. 12,029.28 crores during the year under review as against Rs. 18,620.38 crores in the previous financial year. [Profit/ (Loss)] after Tax for the year stood at (Rs. 5,573.28 crores) as against (Rs. 1,257.20 crores) for the previous year. The performance of the company has been primarily impacted due to stretched working capital cycle, lower level of liquidity impacting capacity utilization and market conditions.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review.

DIVIDEND

Your Company is under Corporate Insolvency Resolution Process (CIRP) and incurring losses, the Board of Directors (suspended during CIRP) does not recommend any dividend for the year 2017-18.

EXPORTS

The export of the Company during the year was Rs. 697.82 Crores as compared to Rs. 1,376.96 Crores during the last financial year. The decline in the export was mainly due to lack of working capital and intense competition in the export market.

CHANGE IN SHARE CAPITAL

There is no change in the share capital of the Company during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (''the Act) and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements form part of this Annual Report. The Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards (IND AS) notified under section 133 of the Act read with Companies (Accounts) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of section 152 of the Act, Shn Vijay Kumar Jam is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year under review, due to health reasons, Mr. Murugan Navamam has resigned from Directorship of the Company with effect from March 26, 2018. Mr. Navm Khandelwal has vacated the office of Director with effect from October 22, 2018 due to some other preoccupations and time engagements. Mrs. Meera Dmesh Rajda has vacated the office of Director with effect from November 19, 2018 due to health reasons.

The details of the familiarization programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and other related matters are available on the website of the Company i.e. www.ruchisoya.com/famiharisation_programme_for_Independent_ Directors.pdf

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the company are Mr. Dmesh Chandra Shahra, Managing Director, Mr. Vijay Kumar Jam, Executive Director, Mr. Anil Singhal, Chief Financial Officer and Mr. R L Gupta, Company Secretary. It may be noted however that, pursuant to the NCLT order for commencement of the CIRP and in line with the provisions of the Code, the powers of the Board of Directors stand suspended and exercised by IRP / RP.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, the Board of Directors (suspended during CIRP) confirms that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the loss of the Company for that period;

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

d) the annual accounts of the company have been prepared on a going concern basis;

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

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

BOARD EVALUATION

Since the powers of the Board of Directors have been suspended with effect from 15th December, 2017 pursuant to the orders dated 15th December, 2017 passed by Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench, evaluation of Board has not taken place for the year 2017-18.

MEETINGS OF THE BOARD

The corporate insolvency resolution process (CIRP) of the Company has been in effect from December 15, 2017 as per the Orders passed by Hon''ble National Company Law Tribunal, Mumbai Bench. Prior to the commencement of CIRP, the Board of Directors met six times during the financial year 2017-18 and thereafter, since December 15, 2017 the powers of the Board of Directors have been suspended during the CIRP period. The dates of board meetings are May 29, 2017, August 14, 2017, September 6, 2017, September 26, 2017, November 2, 2017 and November 14, 2017.

One co-ordination meeting was called by Resolution Professional (RP) on 12th February, 2018 which was attended by Mr. Shailendra Ajmera, Resolution Professional, Mr. Dmesh Shahra, Managing Director, Mr. Vijay Kumar Jam, Executive Director, Mr. Navamam Murugan and Mrs. Meera Dmesh Rajda, Independent Directors.

EXTRACT OF ANNUAL RETURN OF THE COMPANY

The extract of the annual return of the Company as provided under sub-section (3) of section 92 of the Act is available at the website of the Company at link http://www.ruchisoya.com/Form_MGT_9_2018.pdf

AUDITORS AND THEIR REPORTS

Statutory Auditors

M/s. Chaturvedi & Shah., Chartered Accountants (Firm Registration No.l01720W) were appointed as Statutory Auditors of the company at the Annual General Meeting held on 27th day of September, 2017, for a period of 5 years from the conclusion of 31st Annual General Meeting till the conclusion of 36th Annual General Meeting.

The Comments on the qualifications in the Auditors'' Report on the financial statements of the Company for financial year 2017-18 are as provided in the "Statement on Impact of Audit Qualifications" which is annexed hereafter as Annexure I and forms part of this report.

BRANCH AUDITORS

M/s. KR & Co., Chartered Accountants (Firm Registration No. 025217N) were appointed as Branch Auditors of the Company at the 28th Annual General Meeting of the Company for a period of five years i.e. until the conclusion of the 33rd Annual General Meeting of the Company, subject to ratification of their appointment by members at every Annual General Meeting held after the 28th Annual General Meeting. However, they have expressed their unwillingness to continue as Branch Auditors of the Company. The same has been taken on record.

COST AUDITORS

The Company has made and maintained the cost records as specified by the Central Govt. under sub-section (1) of section 148 of the Act. The Resolution Professional has re-appointed M/s. K.G. Goyal & Co., Cost Accountants (Registration No. 000017), to conduct audit of the cost accounting records of the Company for the financial year 2018-19 at a remuneration of Rs. 4.40 lakh (Rupees Four Lacs Forty Thousand Only) subject to payment of applicable taxes thereon and re-imbursement of out of pocket expenses. As required under Section 148 of the Act, a resolution regarding ratification of the remuneration payable to M/s. K.G. Goyal & Co., Cost Accountants, forms part of the Notice convening the 32nd Annual General Meeting of the Company.

SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company (suspended during CIRP) had appointed Mr. Prashant Diwan, Practicing Company Secretary, to conduct Secretarial Audit of the Company for the year ended March 31, 2018. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, however, the reference to specific event / action which took place during the year is self explanatory.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2018, the Subsidiaries, Joint Ventures and Associate Companies of your Company are as follows:

Subsidiary Companies

Ruchi Worldwide Limited (Subsidiary)

Mng Trading Private Limited (Subsidiary)

Ruchi J-Oil Private Limited (Subsidiary)

Ruchi Ethiopia Holdings Limited, Dubai (Subsidiary)

Ruchi Industries Pte. Limited, Singapore (Subsidiary)

RSIL Holdings Private Limited (Subsidiary)

Ruchi Agri PLC, Ethiopia (Step-down Subsidiary)

Ruchi Agri Plantation (Cambodia) Pte. Limited, Cambodia (Step- down Subsidiary)

Palmolien Industries Pte. Limited, Cambodia (Step-down Subsidiary)

Ruchi Agri Trading Pte. Limited, Singapore (Step-down Subsidiary)

Ruchi Agri SARLU, Madgascar (Step-down Subsidiary)

Ruchi Middle East DMCC, Dubai (Step Down Subsidiary)

Joint Ventures

Indian Oil Ruchi Biofuels LLP

Associate Companies

GHI Energy Private Limited

There has been no material change in nature of business of the subsidiaries except that Ruchi J-Oil Private Limited has gone into voluntary liquidation with effect from 21st August, 2018 and in the matter of Ruchi Agri Private Limited Company, the Federal First Instance Court of The Federal Democratic Republic of Ethiopia has passed an order dated November 14, 2017 mentioning that "Bankruptcy decision was passed on Ruchi Agri Private Limited. This decision is said need to be effective for the time being in line with S/L/No.982."

The statement containing salient features of the financial statements and highlights of performance of its Subsidiaries, Joint Venture and Associate Companies and their contribution to the overall performance of the Company during the period is attached with the financial statements of the Company in form AOC-1. The Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www. ruchisoya.com. Further, the audited financial statements together with related information of each of the subsidiary Companies have also been placed on the website of the Company at www.ruchisoya.com.

The policy for determining material subsidiary as approved by the Board of Directors of the Company is available on the website of the Company at www.ruchisoya.com/RSIL_Policy_Matenal_Subsidiary.pdf

PARTICULARS OF LOANS & ADVANCES, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans/advances, investments, guarantees made and securities provided during the year as required under the provisions of Section 186 of the Act and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provide in the respective notes to the standalone financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with related parties during the financial year were on arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant related party transactions made by the Company with related parties which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are reportable in terms of the provisions of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with related parties are provided in Note 39 to the financial statements in accordance with the Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Since all the related party transactions entered into by the Company, were in ordinary course of business and were on Arm''s length basis, disclosure in form AOC- 2 as required under Section 134(3)(h) of the Act is not applicable.

The policy on materiality of related party transactions and on dealing with related party transactions is available at Company''s website at the link http://ruchisoya.com/RSIL_Policy_Matenality.pdf

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is annexed as Annexure III to this Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of operations. The details relating to internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

RISK MANAGEMENT

The company has established Risk Management process to manage various risks. The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

CORPORATE GOVERNANCE

Detailed Report on Corporate Governance as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided under separate section and forms part of this Report.

The requisite certificate issued by Statutory Auditors of the Company confirming the compliance of the conditions stipulated under Regulations is attached to the Report on Corporate Governance.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

During the year, the Company has not issued stock options to the employees of the Company. The details of shares issued under the Scheme and the disclosures in compliance with Section 62 of the Act read with rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits)

Regulations, 2014 are annexed as Annexure IV to this report. During the financial year 2017-18, there has been no change in the Scheme. Further, it is confirmed that the Scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to the Scheme are available on the website of the Company at www.ruchisoya.com.

PARTICULARS OF EMPLOYEES

Information required pursuant to Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure V to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the Annual Report is being sent to the members excluding the aforesaid annexure. In terms of the provisions of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics. The policy provides adequate safeguards against victimization of Directors and employees who avail such mechanism and also provides for direct access to the Vigilance Officer and the Chairman of Audit Committee. The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no personnel was denied access to the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at www.ruchisoya.com/RSIL_whistleBlower.pdf

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment. No complaint was pending at the beginning of the year and none was received during the year.

NOMINATION, REMUNERATION AND EVALUATION POLICY

In accordance with the provisions of Section 178 of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Nomination, Remuneration and Evaluation Policy which lays down a framework in relation to criteria for selection and appointment of Directors, Key Managerial Personnel and Senior Management of the Company along with their remuneration.

The Nomination, Remuneration and Evaluation policy of the company is available at company''s website at the link http://www.ruchisoya.com/ Nommation % 20 and % 20 remuneration % 20 policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has a duly constituted Corporate Social Responsibility (CSR) Committee, which is responsible for fulfilling the CSR objectives of the Company. The Committee comprises of Mr. N. Murugan (Chairperson), Mr. Dinesh Chandra Shahra and Mr. Vijay Kumar Jam (Members). The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was approved by the Board and is available at the website of the Company at link http://www.ruchisoya.com/RSIL%20CSR%20Policy.pdf.

During the year, the Company was not required to spend any amount on CSR activities/programs as the Company did not have positive average net profits calculated in terms of the provisions of Section 135 read with Section 198 of the Act. The Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure VI to this Report.

OTHER COMMITTEES OF THE BOARD

Since the powers of the Board of Directors have been suspended w.e.f. 15* December, 2017 pursuant to the orders dated 15* December, 2017 passed by Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench, the powers of the various committees have also been suspended with effect from the same date as per SEBI circular No. SEBI/LAD-NRO/GN/2018/21 dated 31st May, 2018 and hence no meetings have since been conducted.

Prior to the commencement of corporate insolvency resolution process, the Board had three Committees viz Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee as mandated under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the role of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee along with their composition, number of meetings held during the financial year and attendance at the meetings are provided in the Corporate Governance Report, which forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in a separate section forming part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS

The following significant and material orders have been passed by the regulators or courts or tribunals (i) the Order dated December 15, 2017 passed by the Hon''ble National Company Law Tribunal, Mumbai Bench initiating corporate insolvency resolution process in the company with effect from December 15, 2017; (ii) The Ministry of Corporate Affairs has passed an Order dated April 10, 2018 in regards to investigation into the affairs of the Company under section 212(1) of the Act; (iii) the Securities and Exchange Board of India (SEBI) had passed an ex-parte ad-interim order on 24th May, 2016 restricting the Company and other parties from buying, selling or dealing in the securities market either directly or indirectly, in any manner, whatsoever till further instructions. Thereafter, on 8th March, 2017, SEBI had confirmed the above referred order with an interim relief to the Company by permitting to trade or deal in commodity derivative markets for the limited purpose of hedging the physical market positions under the supervision of the Exchanges. Except the above, no other significant or material orders were passed by the Regulators or Courts or Tribunals.

GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Executive Director of the Company receives any remuneration or commission from any of its subsidiaries.

5. No fraud has been reported by the Auditors to the Audit Committee or the Board.

6. No change in the nature of business of the Company during the year.

7. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

CAUTIONARY STATEMENT

The statements made in this Directors'' Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, outlook, expectations and others maybe "forward-looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations than those expressed or implied. Important factors that could make difference to the Company''s operations includes change in government policies, global market conditions, import-export policy, foreign exchange fluctuations, financial position, raw material availability, tax regimes and other ancillary factors.

ACKNOWLEDGEMENT

The Board of Directors (suspended during CIRP) wish to express appreciation for the support and co-operation of the Committee of Creditors, various departments of Central and the State Governments, Bankers, Financial Institutions, Suppliers, Employees and Associates.

For and on behalf of the Board (suspended during CIRP)

Place : New Delhi

(Vijay Kumar Jain)

Date : 1st December, 2018

Executive Director

RUCHI SOYA INDUSTRIES LIMITED

(a company under corporate insolvency resolution process vide NCLT order)

ANNEXURE I

Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with Annual Audited Financial Results (Standalone)

Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2018 [See Regulation 33/52 of the SEBI (LODR) (Amendment) Regulations, 2016]

(Rs In Lakh)

I.

Sl.

No.

Particulars

Audited Figures (as reported before adjusting for qualifications)

Adjusted Figures (audited figures after adjusting for qualifications)

1.

Turnover / Total income

1,202,928.03

1,202,928.03

2.

Total Expenditure

1,803,952.42

1,840,440.42

3.

Net Profit/ (Loss)

(601,024.39)

(637,512.39)

4.

Earnings Per Share

(170.73)

(181.91)

5.

Total Assets

7,65,859.53

7,65,859.53

6.

Total Liabilities

12,20,719.02

12,57,207.02

7

Net Worth

(454,859.48)

(491,347.48)

8.

Any other financial itern(s) (as felt appropriate by the management)

-

II. Audit Qualification (each audit qualification separately):

1. a. Details of Audit Qualification: As mentioned in Note no. 2 of the Statement, no impairment assessment of tangible and intangible

assets in carrying value as at 31st March 2018 is made. Therefore, we are unable to comment on consequential impairment, if any, that

is required to be made in carrying value of property, plant and equipment and intangible assets

b. Type of Audit Qualification : Qualified Opinion •/ Disclaimer of Opinion / Adverse Opinion.

c. Frequency of qualification: Appeared first time

d. For Audit Qualification(s) where the impact is quantified by the auditor, Management''s Views: N.A

e. For Audit Qualification(s) where the impact is not quantified by the auditor:

(i) Management''s estimation on the impact of audit qualification: N.A

(n) If management is unable to estimate the impact, reasons for the same:

The Company is under CIRP and the Resolution professional is required to invite submission of resolution plans from potential resolution applicants, which shall be put up for necessary approvals before the Committee of Creditor (''CoC'') and the honourable NCLT. The CIRP is not yet concluded and hence, the final outcome is yet to be ascertained. The company has not taken in consideration impact on the value of the assets due to this information for impairment, if any, in preparation of Financial Statements as required by Ind-AS 10 on "Events after the reporting period". Further, the Company has not made assessment of impairment as required by Ind AS 36 on Impairment of Assets, if any, as at 31st March 2018 in the value of tangible and intangible assets."

(iii) Auditors'' Comments on (i) or (ii) above:

Refer "Basis for Qualified Opinion" in audit report read with relevant notes in the financial results, the same is self explanatory.

Audit Qualification (each audit qualification separately):

a. Details of Audit Qualification:

Attention is drawn to Note no. 3 of the Statement, wherein it is stated that trade receivables are higher by Rs. 1189.24 Lakh as at 31st March 2018 since equivalent amounts of funds remitted by the customer is not credited by bank in Company accounts.

b. Type of Audit Qualification : Qualified Opinion •/ Disclaimer of Opinion / Adverse Opinion

c. Frequency of qualification: Appeared first time

d. For Audit Qualification(s) where the impact is quantified by the auditor, Management''s Views: One of the customers to whom wind power was sold during the year, has remitted Rs. 1,189.24 Lakhs in one of the bank account of the Company has not yet reflected in Company''s bank account. Necessary reconciliation process is being carried out. Pending reconciliation, the trade receivable is higher by an equivalent amount as at 31st March 2018. However, the same does not have any impact on total asset of the Company.

e. For Audit Qualification(s) where the impact is not quantified by the auditor:

(i) Management''s estimation on the impact of audit qualification: N.A

(n) If management is unable to estimate the impact, reasons for the same: N.A

(iii) Auditors'' Comments on (i) or (ii) above: N.A

3.

Audit Qualification (each audit qualification separately): a. Details of Audit Qualification: Attention is drawn to Note no. 4 of the Statement regarding non- availability of Dernat Statement in respect of investments amounting to Rs. 1417.98 Lakh as at 31st March 2018. Accordingly, we are unable to comment on the possible financial impact, presentation and disclosures, related to those investments. b. Type of Audit Qualification : Qualified Opinion Disclaimer of Opinion / Adverse Opinion c. Frequency of qualification: Appeared first time d. For Audit Qualification(s) where the impact is quantified by the auditor, Management''s Views: N.A e. For Audit Qualification(s) where the impact is not quantified by the auditor: (i) Management''s estimation on the impact of audit qualification: Inspite of repeated reminders to the depositary participants, Demat statement could not be produced before the auditors. However the securities are available in Demat account in the absence of information to the contrary. (ii) If management is unable to estimate the impact, reasons for the same: N.A (iii) Auditors'' Comments on (i) or (ii) above: Refer "Basis for Qualified Opinion" in audit report read with relevant notes in the financial results, the same is self explanatory.

4.

Audit Qualification (each audit qualification separately): a. Details of Audit Qualification:

As mentioned in Note no. 5 of the Statement, in respect of Company''s borrowings from banks and financial institutions aggregating Rs. 6, 59,929.75 Lakh, bank (current account and term deposits) balances aggregating Rs. 17,882. 96 Lakh, bank guarantee given by the Company aggregating to Rs. 2947.99 Lakh, independent balance confirmations as at 31stMarch 2018 is not received. However, as a part of CIRP, creditors were called upon to submit their claims. In aggregate, claims submitted by the Financial Creditors exceeded the amount as appearing in the books of account. The process of submitting claims is still going on and it is also under reconciliations with amount as appearing in the books of accounts. Pending reconciliations and final outcome of the CIRP, no accounting impact in the books of accounts has been made in respect of excess, short, or non-receipts of claims for operational and financial creditors. Hence, consequential impact, if any, on the financial results is not currently ascertamable. b. Type of Audit Qualification : Qualified Opinion / Disclaimer of Opinion / Adverse Opinion c. Frequency of qualification: Appearing since financial year 2016-17 d. For Audit Qualification(s) where the impact is quantified by the auditor, Management''s Views: N.A e. For Audit Qualification(s) where the impact is not quantified by the auditor: (i) Management''s estimation on the impact of audit qualification: For non-receipt of independent balance confirmation management is of the view that there will not be significant variation in respect of borrowings, bank balances and bank guarantees. (n) If management is unable to estimate the impact, reasons for the same: In accordance with the Code, public announcement was made calling upon the financial creditors and operational creditors of the company to submit their claims with the Interim Resolution Professional (''IRP) latest by December 29, 2017. In accordance with the Code, the IRP/RP has to receive, collate and admit the claims submitted against the Company. Such claims can be submitted to the IRP/RP during CIRP, till the approval of a resolution plan by the Committee of creditors (CoC). Pursuant to the claims received on December 29, 2017, the CoC was formed on January 5, 2018 and the list of such creditors was duly notified to the NCLT and uploaded on the company website. Thereafter, there have been regular revisions to the list in view of the claims received and the Company and RP are in process of receiving, collating, verifying, seeking clarifications, sending communications for unreconciled balance calling for additional documents to substantiate whole / part of the unreconciled claims on such claims. In respect of claims submitted by the financial creditors as on 15th December 2017, the same is exceeding amount appearing in the books of accounts. The process for submission and reconciliation of claims as on the Insolvency Commencement Date remains an on-going process. (iii) Auditors'' Comments on (i) or (ii) above: Refer "Basis for Qualified Opinion" in audit report read with relevant notes in the financial results, the same is self explanatory.

5.

Audit Qualification (each audit qualification separately): a. Details of Audit Qualification:

Attention is drawn to Note No. 6 of Statement:-(a) Regarding non-recognition of interest amounting to Rs. 345,61.14 Lakh, subsequent to Insolvency Commencement Date i.e. 15th December 2017, on borrowing from banks and financial institutions, customer advance, inter corporate deposits and security deposits received, which is not in compliance with requirements of Ind AS - 23 on "Borrowing Cost" read with Ind AS - 109 on "Financial Instruments" (b) The Company has not translated foreign currency trade payables, certain trade receivables, borrowings and customer advance as at 31st March 2018 using closing exchange rate having an impact on exchange difference loss of Rs. 1926.86 Lakh. The same is not in compliance with Ind AS — 21 on "The Effects of Changes in Foreign Exchange Rates" (c) Had provision for interest and exchange difference would be recognised, finance cost, total expenses, loss for the year and total comprehensive income would have been higher by Rs. 364,88.00 Lakh having consequential impact on other current financial liability and other equity, b. Type of Audit Qualification : Qualified Opinion Disclaimer of Opinion / Adverse Opinion c. Frequency of qualification: Appeared first time d. For Audit Qualification(s) where the impact is quantified by the auditor, Management''s Views: Since the Creditors submitted their claims as at 15th December 2017 to Resolution Professional and those claims are admitted by Resolution Professional. This stand is taken on the premise that these liabilities will be discharged/settled as at 15th December 2017 under the Insolvency and Bankruptcy Code and no additional liability needs be accounted. e. For Audit Qualification(s) where the impact is not quantified by the auditor: (i) Management''s estimation on the impact of audit qualification: N.A (n) If management is unable to estimate the impact, reasons for the same: N.A (iii) Auditors'' Comments on (i) or (ii) above: N.A

6.

Audit Qualification (each audit qualification separately): a. Details of Audit Qualification:

We have been informed by Resolution Professional that certain information including the minutes of meetings of the Committee of Creditors and the outcome of certain procedures carried out as a part of the CIRP are confidential in nature and could not be shared with anyone other than the Committee of Creditors and NCLT. Accordingly we are unable to comment on the possible financial impact, presentation and disclosures, if any, that may arise if we have been provided access to those information. b. Type of Audit Qualification : Qualified Opinion •/ Disclaimer of Opinion / Adverse Opinion c. Frequency of qualification: Appeared first time d. For Audit Qualification(s) where the impact is quantified by the auditor, Management''s Views: N.A e. For Audit Qualification(s) where the impact is not quantified by the auditor: (i) Management''s estimation on the impact of audit qualification: N.A (ii) If management is unable to estimate the impact, reasons for the same: The RP is obliged not to share certain information which are integral part of the CIRP, in order to maintain confidentiality of the process and in line with the directions of the CoC. (iii) Auditors'' Comments on (i) or (ii) above: Refer "Basis for Qualified Opinion" in audit report is self explanatory.

III.

Signatories:

Anil Singhal

Shailendra Ajmera

CFO

Resolution Professional IP Registration no.

IBBI/IPA-001/IP-P00304/2017-18/10568

Place: New Delhi

Date: 07 June, 2018

Auditors

Refer our Independent Auditors'' Report dated 07, June 2018 on Standalone Financial Results of the Company

For Chaturvedi & Shah

Chartered Accountants

(Firm Registration Number: 101720W)

Vijay Napawaliya

Partner

Membership Number: 109859

Place: Mumbai Date: 07 June, 2018

ANNEXURE II SECRETARIAL AUDIT REPORT

Form No. MR-3 FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To

The Members

Ruchi Soya Industries Limited Ruchi House, Royal Palms, Survey No. 169 Aarey Milk Colony, Near Mayur Nagar Goregaon (East), Mumbai - 400 065

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ruchi Soya Industries Limited having CIN: L15140MH1986PLC038536 (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Further, the Hon''ble National Company Law Tribunal ("NCLT"), Mumbai Bench, has admitted petition for initiation of Corporate Insolvency Resolution Process ("CIRP") u/s 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code") filed by financial creditors vide order no. CP1371 & CP1372/I&BP/NCLT/MAH/2017 delivered on 15th December 2017. In view of this, my verification and/or examination of the Board process and compliance, Secretarial Standards as well as related relevant Minutes Books, Papers and documents etc are restricted for the period 01.04.2017 to 15.12.2017 and wherever applicable herein after in this Secretarial Audit Report.

Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the minute books, books, papers, forms and returns filed and other records maintained by the Company for the financial year ended 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of External Commercial Borrowings, Overseas Direct Investment and Foreign Direct Investment.;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; and

(d) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(vi) Food Safety and Standards Act, 2006

As per the explanations given to me in the representations made by the management and relied upon by me, during the period under review, provisions of the following regulations were not applicable to the Company:

(i) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India under the Companies Act, 2013. (ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. to the extent applicable.

I further report that during the period from 01.04.2017 to 15.12.2017,

1) the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non — Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

2) Adequate notice is generally given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

3) Majority decision is carried through and as informed, there were no dissenting members'' views and hence not recorded as part of the minutes.

I further report that as per the explanations given to me in the representations made by the management and relied upon by me there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

As per the information provided and explanations given to me in the representations made by the management and relied upon by me, I further report that, the following are the specific event/ action took place, having a major bearing on the Company''s affairs, in pursuance of the above referred laws, rules, regulations, guidelines, etc.,

1) The National Company Law Tribunal ("NCLT"), Mumbai Bench, vide order dated 15th December 2017 ("Insolvency Commencement Order") has initiated Corporate Insolvency Resolution Process ("CIRP") based on petitions filed by Standard Chartered Bank and DBS Bank Ltd u/s 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Mr. Shailendra Ajmera IP Registration No. IBBI/IPA-001/IP-P00304/2017-18/10568 was appointed as Interim Resolution Professional ("IRP") to manage affairs of the Company in accordance with the provisions of Code. In the first meeting of committee of creditors held on 12th January 2018, Mr. Shailendra Ajmera had been confirmed as Resolution Professional ("RP"/ "Resolution Professional") for the Company. Pursuant to the Insolvency Commencement Order and in line with the provisions of the Code, the powers of the Board of Directors were suspended and the same were to be exercised by IRP / RP. By an order dated 8th June 2018, NCLT has extended the CIRP for a further period of 90 days with effect from 12th June, 2018.

2) It was informed by Resolution Professional that certain information including the minutes of meetings of the Committee of Creditors and the outcome of certain procedures carried out as a part of the CIRP are confidential in nature and could not be shared with anyone other than the Committee of Creditors and NCLT. Accordingly, no comment is offered on the possible compliance impact if any, that may arise.

3) The Company has received communication dated 10th May 2018 from Serious Fraud Investigation Office, Ministry of Corporate Affairs, New Delhi regarding investigation into the affairs of the Company under section 212 (1) of the Companies Act, 2013.

4) (i) Certain lenders have sent notices/letters recalling their loans given and called upon the Company to pay entire dues and other liability in

view of continuing default in payment of dues by the Company

(ii) Few of the lenders have also issued willful defaulter notices and filed petition for winding up of the Company.

5) It has been observed from the Audit Report for the Financial Year 2017-2018 that the Company has not Complied with requirements of Ind AS - 23 on "Borrowing Cost" read with Ind AS - 109 on "Financial Instruments" and Ind AS — 21 on "The Effects of Changes in Foreign Exchange Rates".

6) It is observed that some of the designated employees of the Company have not complied with the Code of Conduct of the Company under the SEBI (Prohibition of insider Trading) Regulation, 2015 and same has been intimated by the Company to the SEBI.

CS Prashant Diwan Practising Company Secretary FCS : 1403 CP: 1979

Date: 20.10.2018 Place : Mumbai

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

Annexure "A"

To

The Members

Ruchi Soya Industries Limited

Ruchi House, Royal Palms, Survey No. 169 Aarey Milk Colony, Near Mayur Nagar Goregaon (East), Mumbai - 400 065

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of Accounts of the company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate, Specific and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

CS Prashant Diwan Practising
Company Secretary FCS : 1403 CP: 1979

Date: 20.10.2018 Place : Mumbai

ANNEXURE III TO THE DIRECTORS'' REPORT

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

Ruchi Soya industries Ltd. has always believed and operated in an environment friendly and safe manner for the long-term benefit of all stakeholders. All the plants work towards reducing the impact of its operations on the environment and are always taking effective measures to conserve energy and promote the use of renewable energy to drive efficiencies in its operations. During the year under review, many steps were taken which are listed below

(A) CONSERVATION OF ENERGY

Steam Energy Saving:

• Regular monitoring of steam trap to save heat/ steam energy.

• Insulation on valves, bend, flanges to avoid heat loss & steam energy saving.

• Condensate recovery system to utilize to save heat/ steam energy.

• Reduction of open steam in process hence to reduce steam energy at refinery.

• Conversion of diesel fuel based boiler to husk based boiler to reduce operational cost at Kakmada & Baran Plants.

• Installation of Plate heat exchanger to utilize heat of final crude oil or refined oil to save steam energy.

• To increase turbine utilization vacuum system designed on low pressure & preventing venting of steam.

Electrical Energy saving:

• Old & inefficient gear boxes worm reduction replaced by helical type for power saving. Variable frequency drive installed to reduce excess power consumption by motors.

• Halogen lighting replaced by LED to save electrical energy.

• Higher capacity pumps & motors replaced by efficient pumps & motors after conducting audit.

• By automation on cooling tower fan with temperature of water we reduce power consumption.

Other Areas:

• To reduce effluent water load we installed nozzle centifuse at palm oil plant to recover oil from effluent water.

• Utilization of agro fuel with coal to reduce operation cost or steam cost.

• Installation of Reject recycle RO plant to reduce wastage of water. Utilization of RO reject water/ blow down water directly in cooling tower of refinery to reduce water consumption in process.

• Continued the physical refining process of oil to reduce chemical consumption.

(B) TECHNOLOGY ABSORPTION

(I) The efforts made towards technology absorption:

In order to maintain its leadership position, your Company is continuously focusing on upgrading its product and manufacturing technology as well as acquiring new and advanced technology to meet the emerging expectations of the customers. The R&D department is actively involved in the development and implementation of advanced utility generation system to make manufacturing process efficient and has procured Indigenous Technology of Co-generation (STG set-Steam Turbine & Generator set). The activities are in full consonance with the Company''s objective of utilizing advanced energy efficient solutions at minimum cost.

(II) The benefits derived like product improvement, cost reduction, product development or import Substitution:

Introduction of new technologies has helped the Company to achieve more efficient operations, manufacture high quality and safe products, reduce energy cost and better energy utilization. By adoption of latest advanced technologies, the Company intends to capitalize the technology for incorporation into its brands at competitive price for making them more attractive to the end customers. The Company is also taking measures to mitigate all future risks related to technology by taking appropriate emerging technology, green initiatives etc. to meet future emission standards.

(III) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

(a) The details of technology imported : None

(b) The year of import : Not Applicable

(c) Whether the technology been fully absorbed : Not Applicable

(d) If not fully absorbed, areas where absorption has not

taken place and the reasons thereof : Applicable

(IV) The expenditure incurred on Research and Development:

Expenditure incurred on research and development are charged under primary heads of accounts and not allocated separately.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign exchange earned in terms of actual inflows during the year was Rs. 697.82 Crore (Previous year Rs. 1,376.96 Crore) and the foreign exchange outo during the year in terms of actual outflows was Rs. 3,167.27 Crore (Previous year Rs. 5,155.04 Crore).

For and on behalf of the Board (suspended during CIRP)

Place : New Delhi Date : 1st December, 2018

(Vijay Kumar Jain) Executive Director

ANNEXURE IV TO THE DIRECTORS'' REPORT

Information and Disclosure as required under Section 62of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 in relation to Employee Stock Option Scheme — 2007 as on March 31, 2018 are below:

I

General Terms & Conditions

(a)

Date of Shareholders'' approval

November 28, 2007 as modified on June 16, 2009

(b)

Total number of options approved under ESOS

54,71,000 Options

(c)

Vesting Requirements and Conditions

The options will vest only if the Eligible employee of the Company is in the continuous employment as on the date of vesting.

Other Conditions:The holders of the Employee Stock Options are entitled to exercise the option within a period of three years from the date of first vesting, failing which post expiry of grace period of one year they stand cancelled. In the case of termination of employment by the Company, all options, vested or not, stand cancelled immediately. In case of voluntary resignation, all un-vested options stand cancelled.The resigning employees may exercise the vested options concurrently with the resignation, beyond which such options stand cancelled. In the event of death of an employee, retirement or the employee becoming totally and permanently disabled, all unvested options vest immediately and can be exercised during the original term of the option.

(d)

Exercise price or pricing formula

Eligible employees are entitled against each option to subscribe for one equity share of face value of Rs. 2/- each at a premium of Rs. 33/- per share.

(e)

Maximum term of options granted

Refer (c) Vesting requirements and Conditions — Other Conditions.

(f)

Source of shares

Primary

(g)

Variation in terms of option

NIL

II

Method used to account for ESOS

(i) Intrinsic value - for options vested before the date of transition to Ind AS i.e. 1st April, 2015.(ii) Fair value - for options vested after date of transition to Ind AS i.e. 1st April, 2015.

III

Where the Company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost that shall have been recognized if it had used the fair value of the options shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed.

Not Applicable

IV

Option movement during the year 2017-18

(a)

No. of options outstanding at the beginning of the period

7,34,500

(b)

No. of options granted during the year

—

(c)

No. of options forfeited/lapsed during the year

2,12,000

(d)

No. of options exercised during the year

Nil

(e)

No. of shares arising as a result of exercise of options

Nil

(f)

Money realized by exercise of options (Amount in Rs.)

Nil

(g)

Loan repaid by the Trust during the year from exercise price received

Not Applicable

(h)

No. of options outstanding at the end of the year

5,22,500

©

No. of options exercisable at the end of the year

5,22,500

V

Weighted average exercise prices and weighted average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock options.

Weighted average exercise price: Rs 35 per Share. Weighted average fair value of options: Rs 45.85 per Share.

VI

Employee wise details (Name of Employee, designation, number of options granted during the year, exercise price) of options granted to:

(a)

Senior Managerial Personnel (Including KMP)

None

(b)

Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year

None

(c)

Identified employees who were granted option during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

None

VII

A description of the method and significant assumptions used during the year to estimate the fair value of options.

The Securities and Exchange Board of India (SEBI) has prescribed two methods to account for stock grants; (i) the intrinsic value method; (ii) the fair value method. The Company adopts the intrinsic value method to account for the stock options it grants to the employees. The Company issues the Grants at Fixed price of Rs 35 per share. Hence other details are not applicable.

For and on behalf of the Board (suspended during CIRP)

Place : New Delhi

(Vijay Kumar Jain)

Date : 1st December, 2018

Executive Director

ANNEXURE V TO THE DIRECTORS'' REPORT

The information pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as given below:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year : Mr. Dmesh Shahra: 1000000: 27907

Mr. Vijay Kumar Jam: 433225: 27907

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year :

Mr. Dinesh Shahra, Managing Director

- No increase.

Mr. Vijay Kumar Jam, Executive Director

- 15.21

Mr. Anil Smghal, Chief Financial Officer

- 12.79

(appointed CFO with effect from September 13, 2016.)

Mr. R L Gupta, Company Secretary

- 9.96

3. The percentage increase in the median remuneration of employees in the financial year : 9.90

4. The number of permanent employees on the rolls of Company: 2867 as on March 31, 2018.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Managerial 8.4% & Non Managerial 6.5%

6. Affirmation that the remuneration is as per the remuneration policy of the Company:

The remuneration is as per the Nomination, Remuneration and Evaluation policy of the Company.

For and on behalf of the Board (suspended during CIRP)

Place : New Delhi

(Vijay Kumar Jain)

Date : 1st December, 2018

Executive Director

ANNEXURE VI TO THE DIRECTORS'' REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

The Corporate Social Responsibility Policy of the Company as approved by the Board of Directors, is uploaded on the Company''s Website i.e. www.ruchisoya.com. Since the Company does not have average net profit calculated under Section 135 read with Section 198 of the Companies Act, 2013, the Company has not spent any amount on its Corporate Social Responsibility programs/activities during the financial year 2017-18.

2. The Composition of the CSR Committee:

Since the Company is under Corporate Insolvency Resolution Process (CIRP), the provision related to composition of the CSR Committee is not applicable.

3. Average net profit of the Company for last three financial years: NIL

4. Prescribed CSR Expenditure (Two percent of the amount as in item 3 above): NIL Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year: Rs. NIL

(b) Amount unspent, if any: Not Applicable

(c) Manner in which the amount spent during the financial year is detailed below:

5.

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

S. No.

CSR project or activity identified

Sector in which the project is covered

Projects or programs: (1) Local area or other, (2) Specify the state and district where projects or programs was undertaken

Amount outlay (Budget) project or programs wise (Rs in Lakh)

Amount spent on the projects or programs. Sub-heads: (1) Direct expenditure on projects or programs, (2) Overheads (Rs in Lakh)

Cumulative expenditure up to the reporting period (Rs. in Lakh)

Amount spent: Director or through implementing agency (Rs in Lakh)

—

NA

NA

NA

NA

NA

NA

NA

6. In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report: Not Applicable.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company:

Since the Company is under Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors have been suspended.

For and on behalf of the Board (suspended during CIRP)

Place : New Delhi

(Vijay Kumar Jain)

Date : 1st December, 2018

Executive Director


Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Statement of accounts of the Company for the year ended March 31, 2015.

FINANCIAL RESULTS

Rs. in crore

2014-15 2013-14

Total Revenue 28,411.61 24,601.09

Profit before Depreciation, 163.71 203.15 Tax and Exceptional Items

Depreciation, Amortization 148.01 164.49 and Impairment Expenses

Profit before Taxation 15.70 38.66 and Exceptional Items

Exceptional items 64.92 11.06

Profit before taxation 80.62 49.72

Tax expenses 19.69 36.30

Profit after taxation 60.93 13.42

Add: Balance brought 904.05 907.02 forward from previous year

Less: Depreciation on 43.35 — account of transitional provisions

Amount available for appropriation 921.63 920.44

APPROPRIATION

General Reserve 10.00 10.00

Proposed dividend - Preference 0.12 0.12

- Equity 5.35 5.34

Dividend distribution tax 1.11 0.93

Balance as at end of the year 905.05 904.05

921.63 920.44

TRANSFER TO RESERVES

It is proposed to be carried Rs. 10.00 crore from the net profits for the financial year under review to General Reserve.

DIVIDEND

Your directors recommend dividend on 2,00,000, 6% Non Convertible Redeemable Cumulative Preference Shares of Rs. 100/- each.

Your directors also recommend dividend of 8% (Rs. 0.16 per share on face value of Rs. 2/-) on equity capital of Rs. 66.82 crore for the year under review as against 8% (Rs. 0.16 per share on face value of Rs. 2/-) for the previous year. The total cash outgo on account of equity and preference dividend and tax thereon amounts to Rs. 6.58 crore as against Rs. 6.39 crore in the previous year. The dividend payment is subject to approval of members at the ensuing Annual General Meeting.

OPERATION AND STATE OF AFFAIRS

During the year under review, the total income (revenue) of your Company have increased to Rs. 28,411.61 crore as against Rs. 24,601.09 crore in the previous year. The Profit after tax increased to Rs. 60.93 crore as against Rs. 13.42 crore in the previous year.

The sharp fall in commodity prices during the first half of the year has led to intense competition and pressure on margins. Also, higher price of soya bean in domestic market due to lower domestic crop and lower realization for end products namely soya meal and oil, caused a drastic fall in domestic crushing operations. The above primary factors affected the operating performance of your company during the year under review.

FUTURE OUTLOOK

Keeping in view the size of the population, expectation of improved business sentiments and the growing disposable income, the demand for food products will continue to grow in the times to come. The low commodity prices have resulted in increase in demand and imports to bridge the demand-supply gap. This is expected to expand the capacity utilization of production facilities. Also, the industry expects that due to improved weather conditions and the satisfactory sowing of soya seed in terms of acreage, the current year augurs well for better crop size than the previous year, entailing better availability of seeds for crushing and capacity utilization of the production capacities. Thus the company anticipates better operational performance in the current year.

Considering the trend of edible oil growth in packed form far exceeding the overall growth and our consistent and concerted strategy in sustaining leadership in the retail segment, it is anticipated that the product and activity mix of our operations will result in adding sustainable value to the company in future.

EXPORTS

The Company exported products of Rs. 4,578.14 crore during the year under review as compared to Rs. 4,843.68 crore in the previous year. Owing to lower domestic soyabean crop and lack of competitive pricing of indian soya meal in the international markets, the quantity of soya meal export had declined considerably during the year. However, the company has diversified the product range for export markets and initiated actions to have a sustainable export volumes in future.

CHANGE IN SHARE CAPITAL

During the financial year under review, the share capital of the company has increased from 33,40,46,422 equity shares to 33,40,60,422 equity shares pursuant to allotment of 14,000 equity shares of Rs. 2/- each under Employee Stock Option Scheme of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and Accounting Standard (AS) — 21 on consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.

DIRECTORS

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Kailash Shahra, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year under review, Mr. Sanjeev Asthana, Executive Director vacated the office. The Board takes on record the valuable contribution made by him during the tenure with the Company.

During the year under review, the Board of Directors of the Company, by a resolution passed by circulation on 26th March, 2015, appointed Mrs. Meera Dinesh Rajda as Additional Director. Based on the recommendation of the Nomination and Remuneration Committee and after reviewing the declarations submitted by Mrs. Meera Dinesh Rajda, the Board of Directors of the Company formed an opinion that the said Mrs. Meera Dinesh Rajda meets with the criteria of Independence as per Section 149(6) of the Companies Act, 2013 ("the Act") and the rules made thereunder and also meets with the requirements of Clause 49 of the Listing Agreement executed with the Stock Exchanges, for being appointed as an Independent Director on the Board of the Company to hold office for a term of 5 (five) years with effect from 23rd September, 2015.

Your Company has received the requisite disclosures / declarations from Mrs. Meera Dinesh Rajda as required under the relevant provisions of the Companies Act, 2013.

Your Company has also received Notice under Section 160 (1) of the Companies Act, 2013 from a member signifying intention to propose Mrs. Meera Dinesh Rajda as candidate for the office of an Independent Director at the ensuing Annual General Meeting.

Further, your Company has also received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Profiles of the Directors seeking appointment / re-appointment have been given in the Notice of the ensuing Annual General Meeting of the Company and Corporate Governance Report forming part of this Report.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the website of the Company i.e. www.ruchisoya.com.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various committees as per the criteria of evaluation provided in the Nomination, Remuneration and Evaluation Policy adopted by the Company. The performance evaluation of Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and the Board as a whole was carried out by the Independent Directors.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. V Suresh Kumar has been appointed as Chief Financial Officer of the Company. Remuneration and other details of the Key Managerial Personnel for the financial year ended March 31, 2015 are mentioned in the extract of the Annual Return which is attached to this Report.

MEETINGS OF THE BOARD

The Board of Directors of your company met 4 times during 2014-15. The meetings were held on May 30, 2014, August 14, 2014, November 11, 2014 and February 9, 2015. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

PARTICULARS OF LOAN GIVEN, INVESMENT MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

Particulars of loan given, Investment made, guarantee given and securities provided along with the purpose for which the loan and guarantee or securities proposed to be utilized by the recipient are provided in the standalone financial statements (Please refer to Note 46 to the standalone financial statements).

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in form MGT-9 is annexed as Annexure I to this Report.

EMPLOYEES STOCK OPTION SCHEME (ESOS)

The Company has introduced Employee Stock Option Scheme, 2007 (referred to as "the scheme') to enable the eligible employees of the Company and its subsidiary to participate in the future growth of the Company.

The necessary disclosures required in terms of Securities & Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in regard to such Scheme of your company are enclosed herewith as Annexure II forming part of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2015, the Subsidiaries, Joint Ventures and Associate Companies of your company are as follows:

Subsidiary Companies

Ruchi Worldwide Limited (Subsidiary)

Mrig Trading Private Limited (Subsidiary)

Gemini Edibles & Fats India Private Limited (Subsidiary) (up to 11.11.2014)

Ruchi J-Oil Private Limited (Subsidiary)

RSIL Holdings Private Limited (Subsidiary)

Ruchi Hi-rich Seeds Private Limited (Step-down subsidiary) Ruchi Industries Pte. Limited, Singapore (Subsidiary)

Ruchi Ethiopia Holdings Limited, Dubai (Subsidiary)

Ruchi Agri Plantation (Cambodia) Pte. Limited, Cambodia (Step-down subsidiary)

Ruchi Agri Trading Pte. Limited, Singapore (Step-down subsidiary) Ruchi Agri SARLU, Madgascar (Step-down subsidiary)

Ruchi Agri PLC, Ethiopia (Step-down subsidiary)

Palmolein Industries Pte. Ltd., Cambodia (Step-down subsidiary)

Joint Ventures

Indian Oil Ruchi Biofuels LLP

Associate Companies

GHI Energy Private Limited

Ruchi Kagome Foods India Private Limited

The statement containing salient features of the financial statement of its Subsidiaries, Joint Ventures and Associate comanies is attached with the standalone financial statements in form AOC-1.

The Policy for determining material subsidiary as approved by the Board of Directors of the Company may be accessed on the Company's website at www.ruchisoya.com.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of corporate governance and adhere to the corporate governance requirements set out by the SEBI. The Company has also implemented several best corporate governance practices as prevail globally. The report on corporate governance as stipulated under clause 49 of Listing Agreement forms an integral part of this Report.

The requisite certificate from the Auditors of the Company confirming compliances with the conditions of corporate governance is attached to the report on Corporate governance.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5 (1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement setting out remuneration and other particulars of the employees, forms part of Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as Annexure III. Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the information prescribed under Rule 5 (2) and 5(3) of the above mentioned Rules, is being sent to the members of the Company.

Such information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information required under Section 134(3)(m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is given in the Annexure IV forming part of this Report.

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on the arm's length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on materiality of related party transactions and on dealing with related party transactions. The same may be accessed on the company's website at www.ruchisoya.com.

Your Directors draw attention of the members to Note 38 to the financial statements which set out related party disclosures pursuant to clause 32 of the listing agreement.

AUDIT AND AUDITORS' REPORT STATUTORY AUDITORS

The Members of the Company had, at the 28th Annual General Meeting ("AGM") held on September 26, 2014 approved the appointment of M/s. P.D. Kunte & Co., Chartered Accountants (Firm Registration No. 105479W), as the Statutory Auditors of the Company, to hold office from the conclusion of that AGM until the conclusion of the 31st AGM, subject to ratification of the appointment by the Members at every AGM held after the above said AGM. Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, provides that appointment of the Auditor shall be subject to ratification by the members at every Annual General Meeting till the expiry of the term of the Auditor.

In view of the above, the existing appointment of M/s. P.D. Kunte & Co., Chartered Accountants, as Statutory Auditors of the Company till the conclusion of 31st Annual General Meeting of the Company, is being placed for members' ratification at the ensuing Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable. During the year, the Company had paid excess remuneration of Rs. 0.12 lac to an earlier Executive Director. The same has since been recovered.

The Company discovered in June, 2015 misappropriation of funds of approximately Rs. 900 lacs by certain employees of the Company at two of its branches situated in the State of Andhra Pradesh. The Company has recovered Rs. 164.06 lacs till date. The Company is in the process of filing complaints before judicial authorities and taking action for further recovery. The Company has taken steps to strengthen the internal controls and business processes, and improvements to information systems, which will augment effectiveness of its control systems.

The other notes on financial statement referred to in the Auditors' Report are self explanatory and do not call for any further comment.

BRANCH AUDITORS

The Members of the Company had, at the 28th Annual General Meeting ("AGM") held on September 26, 2014 approved the appointment of M/s. KR & Co., Chartered Accountants (Firm Registration No. 025217N), as the Branch Auditors of the Company, to hold office from the conclusion of that AGM until the conclusion of the 33rd AGM, subject to ratification of the appointment by the Members at every AGM held after the above said AGM. Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, provides that appointment of the Branch Auditor shall be subject to ratification by the members at every Annual General Meeting till the expiry of the term of the Branch Auditor.

In view of the above, the existing appointment of M/s. KR & Co., Chartered Accountants, as Branch Auditors of the Company till the conclusion of 33rd Annual General Meeting, is being placed for members' ratification at the ensuing Annual General Meeting. As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Branch Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

COST AUDITORS

M/s. K. G. Goyal & Co., Cost Accountants (Registration No. 00017/07/2008) has been re-appointed by the Board of Directors of the Company at a remuneration of Rs. 4,40,000/- subject to payment of applicable taxes thereon and re-imbursement of out of pocket expenses to conduct audit of the cost accounting records of the Company for the financial year 2015-16. As required under the Companies Act, 2013, a resolution seeking members' approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting.

SECRETARIAL AUDITORS

The Board has appointed Mr. Prashant Diwan, Practising Company Secretary to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

NOMINATION, REMUNERATION AND EVALUATION POLICY

The Nomination, Remuneration and Evaluation Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company and the same is attached to this Report as Annexure VI. The same is also available on the Company's website at www.ruchisoya.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors of your Company has constituted a CSR committee which comprises Mr. N. Murgan (Chairperson),

Mr. Dinesh Shahra and Mr. Vijay Kumar Jain (members). The committee is responsible for formulating the CSR Policy and monitoring the CSR activities of the Company.

The Corporate Social Responsibility Policy recommended by the CSR Committee of the Directors has been approved by the Board of Directors of the Company. The same is available on the website of the Company i.e. www.ruchisoya.com and is also attached to this report as Annexure VII. The Annual Report on CSR activities is attached as Annexure VIII to this Report.

RISK MANAGEMENT

The Board has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the committee and Board.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations to safeguard and protect from loss, unauthorized use or disposition of its assets. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system of the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. All the transactions are properly authorized, recorded and reported to the Management of the Company. Significant audit observations and recommendations along with corrective actions taken by the management thereon are presented to the Audit Committee meetings and thereafter to the Board Meetings.

VIGIL MECHANISM POLICY

The Company has a vigil mechanism policy which also incorporates a whistle blower policy in terms of Listing Agreement, which deals with the genuine concerns about unethical behaviour, actual or suspected fraud and violation of the Company's Code of Conduct and ethics. The vigil mechanism policy is uploaded on the website of the Company at www.ruchisoya.com.

COMMITTEES OF BOARD

The Board of Directors of your Company had already constituted various committees in compliance with the provisions of the Companies Act, 2013 and Listing Agreement viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, CSR Committee, Risk Management Committee.

All decisions pertaining to the constitution of committees, appointment of members and fixing the terms of reference / role of the Committees are taken by the Board of Directors.

Detail of the role and composition of Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Report section of the Annual Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year under review :

No. of complaints received : Two

No. of complaints disposed off : One

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Wholetime Director of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

6. No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

ACKNOWLEDGEMENT

Your directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Kailash Shahra Place : Mumbai Chairman Date : August 14, 2015 DIN: 00062698


Mar 31, 2014

Dear Shareholders,

The directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Statement of accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS

(Rs. in crore) 2013-14 2012-13

Total Revenue 24,601.08 26,484.85

Profit before depreciation, amortisation, 203.15 457.81 impairment and tax

Depreciation, amortisation and impairment 164.49 154.26 expenses (net) Profit before taxation and exceptional 38.66 303.55 item

Exceptional Item 11.06 -

Profit before taxation 49.72 303.55

Tax expenses 35.67 58.80

Tax for earlier years (net) 0.63 8.48

Profit after taxation 13.42 236.27

Balance brought forward from 907.02 708.40 previous year

Amount available for appropriation 920.44 944.67

APPROPRIATION

General Reserve 10.00 25.00

Proposed dividend - Preference 0.12 0.12

- Equity 5.34 10.69

Dividend distribution tax 0.93 1.84

Balance as at end of the year 904.05 907.02

920.44 944.67

DIVIDEND

Your directors recommend dividend on 2,00,000 6% Non Convertible Redeemable Cumulative Preference Shares of Rs. 100/- each.

Your directors also recommend dividend of 8% (Rs. 0.16 per share on face value of Rs. 2/-) on equity capital of Rs. 66.81 crore for the year under review as against 16% (Rs. 0.32 per share on face value of Rs. 2/-) for the previous year. The total cash outgo on account of equity and preference dividend and tax thereon amounts to Rs. 6.39 crore as against Rs. 12.65 crore in the previous year.

OPERATIONS

During the year under review, the Total Income (Revenue) of your Company has decreased to Rs. 24,601.08 crore from Rs. 26,484.85 crore in the previous year. The Profit after tax of Rs. 13.42 crore was recorded during the year as against Rs. 236.27 crore in the previous year. The anomaly in import duty structure entailing higher landed cost of crude palm products for the domestic refining industry and the consequent lower capacity utilisation and profitability, poor arrival of soya seeds in the market resulting in lack of commercial parity for crushing and increase in foreign currency hedging cost during the year, have primarily contributed to decline in profitability.

JOINT VENTURES

During the year, the Company has entered into a joint venture with J Oil Mills and Toyota Tsusho Corporation, Japan and formed a subsidiary company named Ruchi J-Oil Private Limited to manufacture and market high quality, functional edible oils in niche market for premium edible oils in India during the year 2015.

The Company has also entered into a joint venture with Kagome Co. Ltd. and Mitsui & Co. Ltd. Japan, with plans to launch premium tomato puree, sauces, ketchup and other world class tomato products in India. The joint venture company Ruchi Kagome Foods India Private Limited is estimated to commence commercial production during the year 2015.

The Company has also entered into a joint venture with D J Hendrick International Inc, a Canadian soyabean research corporation and center of excellence for development of healthy non genetically modified (Non GM) soybeans and KMDI International, a Japanese supply chain company to develop and commercialise speciality soybean seeds in India, with a view to have higher productivity, yield in terms of oil content, protein content and other key nutraceutical /nutritional compounds.

We believe that the joint ventures with reputed organisations have not only great potential to cater to the growing needs of Indian consumers, farmers and other stakeholders but also and to have a far reaching impact in the market place in the times to come. This will also enable the company to strengthen the core business activities and improve the competitive edge.

ACQUISITION PROPOSAL

During the year under review, the Company has entered into a Business Transfer Agreement with Ruchi Infrastructure Limited to acquire its oil refinery business being run at its plant situated at Kakinada in the state of Andhra Pradesh as a going concern with assets/ liabilities thereof. Such acquisition will strengthen the presence of the Company in south eastern region of the country.

EXPORTS

The Company exported products of Rs. 4,843.68 crore during the year under review as compared to Rs. 5,788.57 crore in the previous year. The decline in export was mainly due to lower soya crop size and availability of soya beans in the market place for crushing.

FUTURE OUTLOOK

Keeping in view the improved business sentiments, the economy showing signs of better growth in the coming years and the partial corrective measures taken by the Government in January 2014 against the anomaly in import duty structure relating to palm segment, we expect better utilisation of productive capacities of domestic refining and performance. We also hope that the advancing of monsoon in July 2014 in the soya seed growing areas will help the sowing season and lead to better than expected crop production in the current year. We believe that better business environment will entail better capacity utilisation and higher export volumes. Considering the growing trend in the industry and our strong focus, we anticipate that the branded sales segment is also expected to be higher in the current year. We are hopeful of improved performance in the current year.

Keeping in view the vast potential in the edible business and growing consumption across the population, the company is supportive of the view of the industry that consistent and conducive domestic tariff policies will facilitate domestic value addition, investment into the productive and its dependent sectors and overall growth of the economy. In view of our growing strengths in the sourcing, processing, logistics and distribution activities in India, your Company expects to sustain the leadership position in the times to come.

The Company will continue to focus on growing the front end and back end activities of the integrated business model with a view to have better visibility of end products in the market place across the spectrum and sustainable sourcing and origination capabilities to improve margin on the value chain. The company is in the process of introducing new and value added products with a blend of taste, variety, health and wellness to cater to changing preferences of consumers. The strategy is oriented towards greater visibility in the market place and closeness to customers across regions. We trust the results and impact will be clearly visible in the market place in the times to come to enable us to continue to grow higher than the growth rate of the segment.

The Company is in the process of enlarging/extending its presence in the agri product portfolio involving connectivity with farming community for procurement, processing and export with value addition. The extension enables us to enter into complimentary areas to leverage sourcing strengths (agri commodities) and international distribution network with a view to sustain a growing relationship with our international customers and domestic farming community.

DIRECTORS

Mr. Vijay Kumar Jain retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offers himself for re-appointment.

The Company is in receipt of notices in terms of provisions of section 160 of the Companies Act, 2013 proposing candidature of Mr. Sajeve Deora, Mr. Navin Khandelwal, Mr. Prabhu Dayal Dwivedi and Mr. N. Murugan as Independent Directors.

Mr. Sanjeev Kumar Asthana has resigned from the Board with effect from August 11, 2014. The Board of Directors at its meeting held on August 14, 2014 placed on record a note of appreciation for the contribution made by Mr. Sanjeev Kumar Asthana during his tenure with the Company.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

The Company had introduced Employee Stock Option Scheme, 2007 (referred to as "the scheme'') to enable the eligible directors/employees of the Company and its subsidiary to participate in the future growth of the Company.

The necessary disclosures required in terms of Securities & Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in regard to such Scheme of your company are enclosed herewith as Annexure ''A'' forming part of this Report.

SUBSIDIARY COMPANY

During the year, the Company has set up ''Ruchi J-Oil Private Limited'' a subsidiary company and ''Ruchi Hi-Rich Seeds Private Limited, a step down subsidiary company to carry out the joint venture activities as mentioned above. The Company has also formed a wholly owned subsidiary company ''RSIL Holdings Private Limited'' to hold investments of the Company.

Particulars of Subsidiaries/step down subsidiaries of the Company as on date and as at March 31, 2014 are as under:

1. Ruchi Worldwide Limited (Subsidiary)

2. Mrig Trading Private Limited (Subsidiary)

3. Gemini Edibles & Fats India Private Limited (Subsidiary)

4. Ruchi J-Oil Private Limited (Subsidiary)

5. RSIL Holdings Private Limited (Subsidiary)

6. Ruchi Hi-Rich Seeds Private Limited (Step-down subsidiary)

7. Ruchi Industries Pte. Limited (Subsidiary)

8. Ruchi Ethiopia Holdings Limited (Subsidiary)

9. Ruchi Agri Plantation (Combodia) Pte. Limited (Step- down subsidiary)

10. Ruchi Agri Trading Pte. Limited (Step-down subsidiary)

11. Ruchi Agri SARLU (Step-down subsidiary)

12. Ruchi Agri PLC (Step-down subsidiary)

13. Palmolein Industries Pte. Ltd. (Step-down subsidiary)

In compliance with the conditions of General Circular No. 2 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, read with provisions of Section 212 of the Companies Act, 1956, the requisite disclosures pertaining to the subsidiaries/ step down subsidiaries form part of the consolidated Balance Sheet attached herewith. Hence, the annual accounts of the subsidiary companies, directors'' and auditors'' reports thereon, do not form part of the Annual Report of the Company.

The Company undertakes to provide annual accounts of the subsidiary companies and the related detailed information to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the registered office of the holding company and of the subsidiary companies concerned.

CORPORATE GOVERNANCE

The Company has in practice a comprehensive system of corporate governance. A separate Report on Corporate Governance forms part of the Annual Report. A certificate of the Company''s Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your directors subscribed to the "Directors'' Responsibility Statement" and confirm that:

(i) To prepare the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) The Directors had selected appropriate accounting policies and applied them consistently; they made reasonable and prudent judgment and estimate to give a true and fair view of the Company''s state of affairs at the end of the financial year 2013-14 and of the Company''s profit for that period;

(iii) Proper and sufficient care has been taken to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 and the applicable provisions of the Companies Act, 2013 to safeguard the Company''s assets, and to prevent and detect fraud and other irregularities

(iv) The Directors have prepared the accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with the rules thereunder, form a part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the reports and accounts excluding the statement of particulars of employees, are being sent to the Company''s all shareholders. Any shareholder interested in obtaining a copy of the report may write to the Company Secretary.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information required under Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure ''B'' forming part of this Report.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

AUDITORS

The Statutory Auditors M/s. P.D. Kunte & Co., Chartered Accountants, retires at the forthcoming Annual General Meeting and are eligible for re-appointment.

The Branch Auditors M/s. B. Bhushan & Co., Chartered Accountants retire at the forthcoming Annual General Meeting. M/s K. R. & Company, Chartered Accountants are proposed to be appointed as Branch auditors in place of M/s B. Bhushan & Co. to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s. K. G. Goyal & Co. Cost Accountants (Registration No. 00017/07/2008) have been re-appointed to conduct audit of the cost accounting record of the Company for the financial year 2014-15.

ACKNOWLEDGEMENT

Your directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai Kailash Shahra Date : August 14, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors have the pleasure in presenting the Twenty Seventh Annual Report, together with the Company''s Audited Statement of accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. in crore)

2012-13 2011-12

Total revenue 26,498.73 26,223.86

Profit before depreciation and tax 457.80 369.10

Depreciation, amortisation and impairment expenses 154.26 140.78

Profit before taxation 303.54 228.32

Tax expenses 58.80 99.31

Tax adjustment for earlier years (net) 8.48 6.70

Profit after taxation 236.26 122.31

Balance brought forward from the previous year 708.40 608.63

Amount available for appropriation 944.66 730.94

Appropriation

General reserve 25.00 10.00

Proposed dividend - Preference 0.12 0.12

- Equity 10.69 10.67

Dividend distribution tax 1.83 1.75

Balance as at the end of the year 907.02 708.40

944.66 730.94

DIVIDEND

Your Directors recommend dividend on 2,00,000 6% Non Convertible Redeemable Cumulative Preference Shares of Rs. 100/- each.

Your Directors also recommend a dividend of 16% (Rs. 0.32 per share on face value of Rs. 2/-) on Equity Capital of Rs. 66.81 crore for the year under review as against 16% (Rs. 0.32 per share on face value of Rs. 2/-) for the previous year. The total cash outgo on account of Equity and

Preference dividend and tax thereon amounts to Rs. 12.64 crore, as against Rs. 12.54 crore in the previous year.

OPERATIONS

During the year under review, your Company''s Total Income (revenue) increased to Rs. 26,498.73 crore from Rs. 26,223.86 crore in the previous year. The Profit after tax has also increased to Rs. 236.26 crore from Rs. 122.31 crore in the previous year, recording a growth of more than 93%.

During the year under review, your Company commenced commercial production at its newly set up unit at Karanpura, Bihar, with an annual installed capacity of 87,500 Metric Tonnes per annum (MTPA) of Refined Edible Oil and 52,500 MTPA of Vanaspati. It has also commenced commercial production at its newly set up Refinery unit at Guna (MP) with an annual installed capacity of 30,000 MTPA of Refined edible oil.

During the year under review, your Company also commenced commercial production of Guargum powder at its newly set up unit at Kandla, Gujarat, with an annual installed capacity of 9,600 MT, as on March 31, 2013. The installed capacity is proposed to be enhanced to 57,600 MTPA during the current financial year ending March 31, 2014.

EXPORTS

During the year under review, the Company exported products of Rs. 4,321.07 crore (FOB Value) as against Rs. 3,234.33 crore (FOB Value) in the previous year, registering a growth of over 33%.

FUTURE OUTLOOK

The Company hopes to optimally utilise its production facilities, which were expanded in recent past. Keeping in view the vast potential in the edible business and growing consumption across the population, the Company supports the industry''s view that consistent and conducive domestic tariff policies will facilitate domestic value addition, investment into the productive and its dependent sectors, and overall economic growth. Your Company aims to leverage its strong position in sourcing processing, logistics and distribution activities in India to sustain its leadership position in near future.

Global supply chain and backward integration are essential areas for building a sustainable business model. Hence, the Company is planning to focus on and initiate activities in those areas through its wholly owned overseas subsidiaries.

Being India''s leading, branded edible oil Company, Ruchi Soya Industries Limited is assessing various opportunities to provide value-added, nutritious products to the consumers and to orient towards niche segments backed by world-class technology. The Company has already entered into a joint venture with its Japanese counterparts to manufacture and market tomato sauce and paste. Your Company is also considering another joint venture with other Japanese counterparts for manufacture of high-end edible oils.

The Company is evaluating business opportunities in processing various oil seeds for value addition. It is also aiming to expand and strengthen its relationship with the farming community. Your Company is also reviewing the business processes to take into account social, environmental, community developmental needs for inclusive growth. In the previous year, the Company went through a major operational restructuring by splitting the manufacturing operations into six operational hubs on a geographical basis. Encouraged by the outcomes, the Company restructured its trading business this year. It split the trading business into multiple divisions to substantially increase the product and category level focus. Each division/hub, being driven by an exclusive business head, ensures due accountability and fair competition to achieve corporate objectives.

DIRECTORS

During the year under review, Mr. Sanjeev Kumar Asthana resigned from the office of the Board of Directors for his personal reasons.

Mr. Prabhu Dayal Dwivedi and Mr. N. Murugan retire by rotation in accordance with the provisions of the Company''s Articles of Association and being eligible, offer themselves for re-appointment.

During the current year, Mr. Sanjeev Kumar Asthana was re-inducted as an Additional Director and also appointed as an Executive Director of the Company with effect from May 30, 2013, subject to approval of members of the Company.

EMPLOYEES STOCK OPTION SCHEME (ESOS)

The Company had introduced Employee Stock Option Scheme, 2007 (referred to as ''the scheme'') to enable the eligible Directors/employees of the Company and its subsidiaries to participate in the Company''s future growth.

The necessary disclosures required in terms of Securities & Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in regard to such Scheme of your Company are enclosed herewith as Annexure A forming a part of this Report.

SUBSIDIARY COMPANIES

During the year, the Company established its step-down subsidiary in Cambodia to expand presence in the international markets.

Particulars of the Company''s subsidiaries/ step-down subsidiaries, as on March 31, 2013, are as under:

1. Ruchi Worldwide Limited (subsidiary)

2. Mrig Trading Private Limited (subsidiary)

3. Gemini Edibles & Fats India Private Limited (subsidiary)

4. Ruchi Industries Pte. Limited, Singapore (subsidiary)

5. Ruchi Ethiopia Holdings Limited, Dubai (subsidiary)

6. Ruchi Agri Plantation (Cambodia) Pte. Limited, Cambodia (step-down subsidiary)

7. Ruchi Agritrading Pte. Limited, Singapore (step-down subsidiary)

8. Ruchi Agri SARL, Madagascar (step-down subsidiary)

9. Ruchi Agri PLC, Ethiopia (step-down subsidiary)

10. Palmolein Industries Pte. Limited, Cambodia (step-down subsidiary)

In compliance with the conditions of General Circular No. 2 dated February 8, 2011, issued by the Ministry of Corporate Affairs, Government of India, read with provisions of Section 212 of the Companies Act, 1956, the requisite disclosures pertaining to the subsidiaries/step down subsidiaries form a part of the consolidated Balance Sheet attached herewith. Hence, the annual accounts of the subsidiary companies, Directors'' and Auditors'' Reports thereon, do not form part of the Company''s Annual Report.

The Company undertakes to provide annual accounts of the subsidiary companies and the related detailed information to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the registered offices of the holding company and of the subsidiary companies concerned.

CORPORATE GOVERNANCE

The Company has in place a comprehensive system of corporate governance. A separate Report on Corporate Governance forms a part of the Annual Report. A certificate of the Company''s Statutory Auditors regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to the Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directors subscribed to the Directors'' Responsibility Statement and confirm that:

(i) To prepare the annual accounts, the applicable Accounting Standards have been followed, along with proper explanations relating to material departures

(ii) The Directors had selected appropriate accounting policies and applied them consistently; they made reasonable and prudent judgments and estimates to give a true and fair view of the Company''s state of affairs at the end of the financial year 2012-13 and of the Company''s profit for that period

(iii) Proper and sufficient care has been taken to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the Company''s assets, and to prevent and detect fraud and other irregularities

(iv) The Directors have prepared the accounts for the financial year ended March 31, 2013 on a ''going concern'' basis

PARTICULARS OF EMPLOYEES

Particulars of employees, as required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with the rules thereunder, form a part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the reports and accounts, excluding the statement of particulars of employees, are being sent to the Company''s all shareholders. Any shareholder interested in obtaining a copy of the report may write to the Company Secretary.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information required under Section 217(1) (e), read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure B forming a part of this Report.

FIXED DEPOSITS

The Company did not accept any deposit from the public during the year under review.

AUDITORS

The Statutory Auditors, M/s. P.D. Kunte & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

The Branch Auditors, M/s B. Bhushan & Company, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

M/s. K.G. Goyal & Co., Cost Accountants (Registration No. 00017/07/2008) have been re-appointed to conduct audit of the Cost Accounting records of the Company for the financial year 2013-14.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your Directors also express their appreciation for the dedicated and sincere services rendered by the Company''s employees.

For and on behalf of the Board of Directors

Place : Mumbai Kailash Shahra

Date : May 30, 2013 Chairman


Mar 31, 2012

Dear Shareholders,

The directors have pleasure in presenting the Twenty Sixth Annual Report together with the Audited Statement of accounts of the Company for the year ended March 31, 2012.

Financial Results

(Rs. in crore)

2011-12 2010-11

Total Revenue 26,223.71 16,762.77

Profit before depreciation and tax 369.10 425.75

Depreciation, amortisation and 140.78 119.93 impairment expenses

Profit before taxation 228.32 305.82

Tax expense 99.31 89.77

Tax adjustment for earlier years (net) 6.70 2.84

Profit after taxation 122.31 213.21

Balance brought forward from previous year 608.63 429.64

Adjustment on scheme of Amalgamation - 10.16 and Arrangement

Amount available for appropriation 730.94 653.01

APPROPRIATION

General Reserve 10.00 25.00

Proposed dividend - Preference 0.12 0.02

- Eguity 10.67 16.65

Dividend distribution tax 1.75 2.71

Balance as at end of the year 708.40 608.63

730.94 653.01

Dividend

Your directors recommend dividend on 200,000, 6% Non Convertible Redeemable Cumulative Preference Shares ofRs. 100/- each.

Your directors also recommend dividend of 16% (Rs. 0.32 per share on face value of Rs. 2/-) on Equity Capital of Rs. 66.69 crore for the year under review as against 25% (Rs. 0.50 per share on face value of Rs. 2/-) for the previous year. The total cash outgo on account of equity and preference dividend and tax thereon amounts to Rs. 12.54 crore as against Rs. 19.38 crore in the previous year.

Operations

During the year under review, the Total Income (revenue) of your Company increased to Rs. 26,223.71 crore from Rs. 16,762.77 crore in the previous year, recording a growth of over 56%. The earnings before interest, tax and depreciation (EBITDA) has increased by 37.30% from Rs. 648.50 crore to Rs. 890.36 crore. Profit after tax ofRs. 122.31 crore was recorded during the year as against Rs. 213.21 crore in the previous year. During the year under review, the international economic and political situations coupled with monetary conditions have influenced domestic business sentiments. Also, volatility in the currency and commodity prices and the sharp depreciation in the value of Indian rupee had impacted cost structure and margins.

Exports

The Company registered a growth of over 42% in exports during the financial year as compared to that of previous year. It exported products of Rs. 3,234.33 crore during the year under review as compared to Rs. 2,267.22 crore in the previous year.

Future Outlook

Ruchi Soya Industries Limited is a leading branded edible oil supplier. Nutrela Healthy Oils (Soyabean, Sunflower, Mustard Oil), Ruchi Gold (Palmolein & Mustard Oil), Mahakosh (Soyabean Oil), Sunrich (Sunflower Oil) are all leading brands in the Indian edible oil market space and Ruchi is the leader in the Refined Oil Consumer Pack (ROCP) space today.

Superior procurement and leadership position in the industry, continuous innovation, an endeavor to meet consumer needs and stringent quality control standards have enabled the Company to emerge as a highly-respected and admired Indian company. j

The Company is exploring new horizons beyond its traditiona business interests. New initiatives like palm plantation and renewable energy sources coagulate well with the existing business goals of the company. The Company has also recently expanded the capacity of its port based refineries by close to 600,00 MT per annum to cater to the growing demand and remain competitive in the market. The company is also ready to commission one new processing unit in the state of Bihar with refining capacity of close to 2 lac MT per annum.

Directors

Mr. Kailash Shahra, Mr. A. B. Rao and Mr. Sanjeev Kumar Asthana retire by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offer themselves for re-appointment.

Employees Stock Option Scheme (ESOS)

The Company had introduced Employees Stock Option Scheme 2007 (referred to as"the scheme") to enable the eligible directors/ employees of the Company and its subsidiary to participate in the future growth of the Company

The necessary disclosures required in terms of Securities & Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in regard to such Scheme of your company are enclosed herewith as Annexure 'A'forming part of this Report.

Subsidiary Companies

During the year, the Company has set up its step down subsidiary companies in Singapore, Ethiopia and Madgascar to expand presence in the international markets.

The Company has complied with the conditions of Genera Circular No. 2 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India and availed exemption from compliance of Section 212 of the Companies Act, 1956. Hence, the annual accounts of the subsidiary companies, directors'and auditors' reports thereon, do not form part of the Annual Report of the Company

The Company undertakes to provide annual accounts of the subsidiary companies and the related detailed information to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the registered office of the holding company and of the subsidiary company concerned.

Corporate Governance

The Company has in practice a comprehensive system of Corporate Governance. A separate Report on Corporate Governance forms part of the Annual Report. A certificate of the Company's Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Directors' Responsibility Statement

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your directors subscribed to the "Directors' Responsibility Statemenf'and confirm as under:

(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors had selected appropriate accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2011 -12 and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adeguate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

Particulars of Employees

Particulars of employees as reguired to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with the rules thereunder, form part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the reports and accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy may write to the Company Secretary of the Company.

Energy, Technology & Foreign Exchange

Information reguired under Section 217(1 )(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure 'B'forming part of this Report.

Fixed Deposits

The Company has not accepted any deposits from the public during the year under review.

Auditors

The Statutory Auditors M/s. RD. Kunte & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

The Branch Auditors M/s B. Bhusan & Company, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

M/s. K. G. Goyal & Co., Cost Accountants, Jaipur (Regn. No. 00017/07/2008) have been appointed to conduct audit of cost accounting records of the Company for the financial year 2012- 13. The Cost Audit Reports for the Financial Year 2010-11 were filed on due date of filing, i.e., September 27, 2011.

Acknowledgement

Your directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai Kailash Shahra

Date : July 21, 2012 Chairman


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 25th Annual Report together with the audited statement of accounts of the Company for the financial year ended March 31, 2011.

Financial Results

(Rs. in crore)

2010-11 2009-10

Sales and other income 16,663.77 13,529.72

Profit before depreciation and tax 447.98 369.33

Depreciation 119.93 100.37

Profit before taxation & exceptional item 328.05 268.96

Exceptional Items - 3.52

Profit before taxation 328.05 272.48

Provision for taxation 112.00 95.40

Provision for tax for earlier years 2.84 4.61

Profit after taxation 213.21 172.47

Balance brought forward from previous year 429.64 344.55

Balance brought forward from previous year 10.16 1.54 relating to transferor companies

Amount available for appropriation 653.01 518.56

Appropriation

General Reserve 25.00 25.00

Capital Redemption Reserve - 45.25

Proposed dividend - Preference 0.02 0.41

-Equity 16.65 15.55

Tax on dividend 2.71 2.71

Surplus carried to Balance Sheet 608.63 429.64

653.01 518.56

Dividend

Your directors recommend dividend on 2,00,000 6% Non Convertible Redeemable Cumulative Preference Shares of Rs. 100/- each which were issued pursuant to Scheme of Amalgamation and Arrangement between Sunshine Oleochem Limited with Ruchi Soya Industries Limited and their respective shareholders' sanctioned by Hon'ble High Court of Bombay, on same terms and conditions as originally issued by Sunshine Oleochem Limited, on pro- rata basis from the date of allotment by the Company.

Your directors also recommend dividend of 25% (Rs. 0.50 per share on face value of Rs. 2/-) on equity capital of Rs. 66.60 crore for the year under review as against 25% (Rs. 0.50 per share on face value of Rs. 2/-) for the previous year. The total cash outgo on account of equity and preference dividend and tax thereon amounts to Rs. 19.38 crore as against Rs. 18.67 crore in the previous year.

Operations

During the year under review, the sales and other income of your Company have increased to Rs. 16,663.77 crore from Rs. 13,529.72 crore in the previous year, recording a growth of over 23%. The Profit before depreciation and tax increased to Rs. 447.98 crore from Rs. 369.33 crore in the previous year recording a growth of over 21 %. Profit after tax ofRs. 213.21 crore was recorded during the year which is over 23% higher than Rs. 172.47 crore in the previous year.

Exports

The Company registered a growth of over 68% in exports during the financial year as compared to that of previous year. It exported products ofRs. 2,267.22 crore during the year under review as compared to Rs. 1,345.82 crore in the previous year.

Future Outlook

India is witnessing large changes in the Food and Agriculture space. The demand for Food has been growing at the back of rising population and income levels. Edible oil Industry has been at the centre of this growth. The Indian Edible Oil consumption has been growing at a rate of 6.5% over the last few years. The same trend is likely to continue over the next decade. Branded oil sales have been growing at a much faster pace as compared to the overall growth of edible oil.

Ruchi Soya is tapping the last mile retail story with brands like Nutrela, Mahakosh & Ruchi Gold on the one hand and investments in the value chain integration involving plantations across continents to secure supply chain on the other. Integration of complete value chain will facilitate in leveraging the growing business opportunities with enhanced margins.

There is a need for consolidation of the Domestic Businesses and to drive economies of scale to continuously remain competitive in the challenging environment being faced by the industry. Your company is in the process of setting up / expanding production facilities at the new/ existing locations to cater to the growing demand and to sustain the leadership position. As a part of the strategy to enlarge our presence in the diverse domestic edible oil segment, your company has also begun to increase capacities of production facilities in Mustard oil segment.

Directors

Mr. Sajeve Deora, Mr. Navin Khandelwal and Mr. V. K. Jain retire by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offer themselves for re-appointment.

The Board of Directors, proposes to seek approval of members on overall ceiling on remuneration payable to Mr. A. B. Rao during his remaining tenure and also to ratify the excess remuneration paid to him during the financial year 2010-11.

The Board of Directors, proposes to seek approval of members to extend the tenure of appointment of Mr. V. K.Jain upto March 31,2013, to decide overall ceiling on remuneration payable to him during his remaining tenure and also to ratify the excess remuneration paid to him during the financial year 2010-11.

Employees Stock Option Scheme (ESOS)

The Company had introduced Employees Stock Option Scheme 2007 (referred to as "the scheme') to enable the eligible directors/employees of the Company and its subsidiary to participate in the future growth of the Company.

The necessary disclosures required in terms of Securities & Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in regard to the scheme are enclosed herewith as Annexure 'A' forming part of this Report.

Subsidiary Companies

During the year, the Company has set up wholly owned subsidiary companies in Singapore and Dubai to expand presence in the international markets.

The Company has complied with the conditions of General Circular No. 2 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India and availed exemption from compliance of Section 212 of the Companies Act, 1956. Hence, the annual accounts of the subsidiary companies, directors' and auditors' reports thereon, do not form part of the Annual Report of the Company.

The Company undertakes to provide annual accounts of the subsidiary companies and the related detailed information to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the registered office of the holding company and of the subsidiary company concerned.

Corporate Governance

The Company has in practice a comprehensive system of corporate governance. A separate Report on Corporate Governance forms part of the Annual Report. A certificate of the Company's Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Directors' Responsibility Statement

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your directors subscribed to the "Directors'

Responsibility Statement" and confirm as under:

(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors had selected appropriate accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2010-11 and of the profit of the Company for that period;

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

(iv) that the Directors have prepared the accounts for the financial year ended March 31, 2011 on a 'going concern' basis.

Particulars of Employees

Particulars of employees as required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with the rules thereunder, form part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the reports and accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees. Any shareholder interested in obtaining such particulars may write to the Company Secretary of the Company.

Energy, Technology & Foreign Exchange

Information required under Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure 'B' forming part of this Report.

Fixed Deposits

The Company has not accepted any deposits from the public during the year under review.

Auditors

The Statutory Auditors M/s P. D. Kunte & Co., Chartered Accountants, retire at the forthcoming Annual General by the Shareholders, Banks, Financial Institutions and Meeting and are eligible for re-appointment. Government Authorities and look forward to their continued support. Your directors also express their

The Branch Auditors M/s. B. Bhusan & Co, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

Acknowledgement

Your directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai KAILASH SHAHRA

Date : August 10, 2011 Chairman


Mar 31, 2010

The directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Statement of accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS :

2009-10 2008-09

(Rs. in crore) (Rs. in crore)

Sales and other income 13,531.49 12,172.06

Profit before depreciation and tax 369.33 236.51

Depreciation 100.37 85.76

Profit before taxation & exceptional item 268.96 150.75 Exceptional Items 3.52 -

Profit before taxation 272.48 150.75

Provision for taxation 95.40 52.30

Provision for tax for earlier years 4.61 5.17

Profit after taxation 172.47 93.28

Balance brought forward from previous year 344.55 291.18

Balance brought forward from previous year relating to transferor companies 1.54 -

Amount available for appropriation 518.56 384.46

APPROPRIATION

General Reserve 25.00 25.00

Capital Redemption Reserve 45.24 -

Proposed dividend -Preference 0.41 1.81

- Equity 15.55 10.94

Tax on dividend 2.71 2.16

Surplus carried to Balance Sheet 429.65 344.55

518.56 384.46

DIVIDEND :

Your directors have paid interim dividend of 4% amounting to Rs. 0.41 crore (Previous year final dividend being Rs. 1.81 crore) on 45,24,285 Redeemable Cumulative Preference Shares of Rs.100/- each which were redeemed on 22nd June, 2009, upto the date of redemption.

Your directors also recommend dividend of 25% (Re.0.50 per share on face value of Rs.2/-) on equity share capital of Rs. 62.20 crore (including 3,53,30,000 equity shares issued/to be issued to the shareholders of merging companies) for the year under review as against 25% (Re. 0.50 per share on face value of Rs.2/-) on equity share capital of Rs. 37.76 crore for the previous year. The total cash outgo on account of dividend and tax thereon amounts to Rs. 18.67 crore as against Rs.14.91 crore in the previous year.

OPERATIONS :

During the year under review, the sales and other income of your Company have increased to Rs. 13,531.49 crore from Rs. 12,172.06 crore in the previous year, recording a growth of over 10%. The Profit before depreciation and tax has increased to Rs. 369.33 crore from Rs. 236.51 crore in the previous year, recording a growth of over 56%. Profit after tax of Rs.172.47 crore was recorded during the year which is over 84% higher than Rs. 93.28 crore in the previous year.

EXPORTS :

During the year under review, your company has exported products of Rs. 1,354.20 crore during the year under review as compared to Rs. 1,710.00 crore in the previous year. The decline in export was mainly due to lower arrival of soya crop during peak season between October, 2009 to March, 2010 and intense competition in the export market.

FUTURE OUTLOOK :

India is witnessing big changes in Food and Agriculture space. The demand for Food has been growing at the back of Rising population and incomes. Edible oil Industry has been at the centre of this growth. The Indian Edible Oil consumption has been growing at a rate of 6.5% over the last few years. The same trend is likely to continue over the next decade. Branded oil sales have been growing at a much faster pace as compared to the overall growth Ruchi Soya is tapping the last mile retail story with brands like Nutrela & Ruchi Gold and investments in the value chainintegration involving plantations across continents to secure supplies. Integration of complete value chain will facilitate capturing the growing business opportunities with better margins.

There is a need for consolidation of Domestic Businesses and to drive economies of scale to remain competitive in the challenging environment being faced by the industry. Your company is in the process of setting up / expanding production facilities at the new locations / existing processing plants to cater to the growing demand and sustain leadership position. As a part of the strategy to enlarge our presence in the growing domestic edible oil segment, your company has begun to increase capacities of production facilities in Mustard oil segment.

DIRECTORS :

Mr. Prabhu Dayal Dwivedi and Mr. N. Murugan retire by rotation in accordance with the provisions of Articles of Association of the Company and, being eligible, offer themselves for re-appointment. Mr. S. P. Joshi vacated the office of Director of the Company with effect from 27th July, 2009. The Board places on record the valuable contribution and efforts made by Mr. S.P. Joshi, during his tenure with the Company.

The Board of Directors appointed Mr. Navin Khandelwal and Mr. Sanjeev Asthana as Additional Director with effect from 18th December, 2009 and 28th August, 2010 respectively. In terms of Articles of Association, they hold office upto the forthcoming Annual General Meeting. The Company has received notice from members proposing them as candidate for the office of director in accordance with the provisions of Section 257 of the Companies Act, 1956.

Mr. A B Rao, Director (Legal) of the Company is proposed to be re-appointed for a period of three years with effect from 1st April, 2010.

Mr. Dinesh Shahra, Managing Director of the Company is proposed to be re-appointed for a period of five years with effect from 7th January, 2011.

EMPLOYEES STOCK OPTION SCHEME (ESOS) :

The Company had introduced Employee Stock Option Scheme 2007 (referred to as “the Scheme’) to enable the eligible directors/employees of the Company and its subsidiary to participate in the future growth of the Company. During the year, the company has allotted 1,98,800 equity shares to eligible directors/employees of the Company and its subsidiary under the Scheme. The Compensation committee has further allotted 2,70,250 equity shares on exercise of option by the eligible directors/ employees on 28th August, 2010.

The Scheme is proposed to be revised to amend the eligibility period from one year to three years, to allow lapse of vested and unvested options as on date of relieving in case of voluntary resignation by the employee and to remove the redundant provision of fringe benefit tax from the Scheme.

The necessary disclosures required in terms of Securities & Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in regard to such Scheme of your company are enclosed herewith as Annexure A forming part of this Report.

SUBSIDIARY COMPANIES :

The Report of Directors and Statement of Accounts of subsidiary ‘Ruchi Worldwide Limited, Mrig Trading Private Limited and Gemini Edibles & Fats India Private Limited’ together with the Auditors’ Report thereon, are attached. The requisite statement pursuant to Section 212 of the Companies Act, 1956 is also attached herewith.

Your Company has set up a wholly owned subsidiary in the name of ‘Ruchi Industries Pte. Ltd.’ in Singapore and ‘Ruchi Ethopia Holdings Ltd.’ in Dubai for investing in plantation activities outside India.

JOINT VENTURE LLP :

The Company has entered into a Joint Venture with Indian Oil Corporation for taking up the Jathropa plantation and production of biofuel activities in the State of Uttar Pradesh. Accordingly, a Limited Liability Partnership was formed in the name of Indian Oil Ruchi Biofuels LLP to take up the activity.

SCHEMES OF AMALGAMATION AND ARRANGEMENT :

The Company has implemented the Scheme of Amalgamation and Arrangement of Mac Oil Palm Limited with Ruchi Soya Industries Limited and Scheme of Amalgamation of Palm Tech India Limited with Ruchi Soya Industries Limited with effect from 3rd July, 2010 and 25th August, 2010 respectively as sanctioned by the jurisdictional High Courts. The appointed date under both the Schemes was 1st April, 2009. Mac Oil Palm Limited and Palm Tech India Limited are engaged in the business of developing oil palm and processing fresh fruit bunches of palm for oil extraction.

The Board, on 3rd July, 2010, has also approved a Scheme of Amalgamation and Arrangement of Sunshine Oleochem Limited with the Company, subject to approvals of members, creditors and jurisdictional High Court.

CORPORATE GOVERNANCE :

The Company has in practice a comprehensive system of corporate governance. A separate Report on Corporate Governance forms part of the Annual Report. A certificate of the Company’s Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

DIRECTORS’ RESPONSIBILITY STATEMENT :

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your directors subscribed to the “Directors’ Responsibility Statement” and confirm as under:

(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors had selected appropriate accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2009-10 and of the profit of the Company for that period;

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

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a ‘going concern’ basis.

PARTICULARS OF EMPLOYEES :

Particulars of employees as required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with the rules thereunder, form part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the reports and accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy may write to the Company Secretary of the Company.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE :

Information required under Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure B forming part of this Report.

FIXED DEPOSITS :

The Company has not accepted any deposits from the public during the year under review.

AUDIT REPORT :

The observation in the Auditors’ report are adequately addressed in the notes to the Account, wherever necessary.

AUDITORS :

The Auditors M/s. P.D. Kunte & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company proposes to appoint, subject to consent of the members, M/S B. Bhushan & Company, Chartered Accountants as Branch Auditor. The Company has received consent from them for the same and also a certificate that they are eligible for appointment as Branch Auditor.

ACKNOWLEDGEMENT :

Your directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Place:Gurgaon KAILASH SHAHRA

Date :28th August, 2010 Chairman

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