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Directors Report of Ruchi Soya Industries Ltd.

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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