Notes to Accounts of Raj Oil Mills Ltd.

Mar 31, 2015

1. CORPORATE INFORMATION

Raj Oil Mills was started in 1943 with the production of mustard oil. The organization, since then, has brought into the market a number of quality products and enjoyed the trust of millions of consumers. Raj Oil Mills continues to remain a landmark organization for both its employees and dedicated customers.

Raj Oil Mills enjoys the support of not just its domestic customers, but has enhanced the taste of food in countries. The company has plans to further penetrate into the international markets and spread its product availability to customers who recognize our high quality brand values.

2. BASIS OF PREPARATION OF FINANCIAL STATEMENT

These financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('Act') read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or are vision to an existing accounting standard requires a change in the accounting policy hitherto in use.

3. The GDR raised had utilized towards Loans & Advances for general corporate purposes as per the object of the issue and the remaining amount is utilized for payment of statutory liabilities of the company. Relevant documents and confirmation of balances are yet to be obtained

4. The balance of sundry debtors, Creditors, Loans & advances, Banks are subject to their confirmation and reconciliation (if any). Bank balance subject to cheques on hand realization.

5. Debtors written off during the year are debtors which have consistently coming in books of account for more than 3 years and Management is of the opinion same is not recoverable even after regular follow up with the client.

6. The Company has not received any intimation from suppliers regarding their status under micro, Small and Medium Enterprises Development Act,2006 and hence disclosure if any in relation to amount unpaid as at the yearend as required under the said Act have not been furnished.

7. Segment Reporting:

As the Company's business activity falls within a single primary business segment "Edible Oil & Cakes" the disclosure requirement of Accounting Standard (AS) 17 "Segment Reporting" are not applicable.

8. "Advances to Employees" under "Short term Loan & Advance" head in the balance sheet includes loan to staff of the Company amounting to Rs. 1.44 Lacs (Previous Year: Rs. 3.30 Lacs).

9. In the opinion of the Board, current assets, loans and advances have a value at least equal to the amounts at which they are stated in the Balance Sheet, if realized in ordinary course of business.

11. As per accounting standard 22, issued by the Institute of Chartered Accountants of India, the Deferred Tax Liability of Rs.91.52 Lacs (P.Y.-NIL) has been recognized in the Profit & Loss Account. The reason for the same being the company has incurred a loss of Rs.850 Lacs (P.Y.- Rs. 29049 Lacs) after tax. The Deferred Tax Liability arises mainly due to the timing difference of brought forward losses and depreciation claimed as per the books of account and the depreciation claimed under the Income tax Act, 1961.

12. Public Deposits Accepted:

During the period Company has not accepted any fixed deposit from the public under the provision of Section 73 to 76 or any relevant provision of the companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 1975.

13. Contingent Liabilities

a. Income Tax

The Assistant Commissioner of Income Tax, Mumbai has passed an order u/s 143(3) w.r.t Section 153A of the Income Tax Act, 1961 for the Assessment Year 2005-06 to 2011-12 and u/s 143(3) of the Income Tax Act, 1961 for the Assessment Year 2011-12 and issued Notice of Demand u/s 156 of Income Tax Act, 1961 for sum of Rs. 241.25 crore. The company has preferred an appeal against the said order before the Commissioner Appeals of Income Tax, Mumbai and the case is pending. The Company has been legally advised that the demand is likely to be deleted or substantially reduced and accordingly no provision has been made in the books of accounts.

b. Sales Tax

The Assistant Commissioner of Sales Tax Investigation Branch, Mumbai has demanded a sum of Rs. 9.84 crore. The case is pending before the Assistant Commissioner of Sales Tax (Investigation), Mumbai.

14. Going Concern Assumption

During the financial period the Company has incurred loss of Rs. 850 Lacs and its 100% net worth is eroded. Lack of adequate working capital has also affected the operations, resulting in partial running or closure of plants (for a limited period). Company is in the process of restructuring its business; hive off non-core assets for reducing debt burden through some strategic alliance or introduce any potential investor which is in process. This would enable the Company to tide over its continuing financial burden and ensure smoother running of its plants. Under the circumstances, the financial statements have been prepared on Going Concern basis and in the opinion of the management no adjustments are considered necessary to the carrying value of its assets and liabilities.

15. Related Party Transactions

Parties are considered to be related if at any time during the year; one party has the ability to control the other party or to exercise significant influence over the other party in making financial and/or operating decision. As required by Accounting Standard (AS) -18 "Related Party Disclosure" issued by The Institute of Chartered Accountants of India, information in this respect is as follows:

I. Individual(s) having control with relatives and associate :

Mr. Shaukat S. Tharadra Mrs. Shahida S. Tharadra

II. Key-Management Personnel :

Name Designation

Shaukat S. Tharadra Chairman & Managing Director (CMD)

AzamkhanF.Lohani Whole-time Director

Rashid I. Tharadra Whole-time Director

Abdulla K. Musla Whole-time Director

Saryu Vora Independent Director

III. Entities owned or significantly influenced by Directors and/or key management

Personnel or their relative and with whom Company has entered into transaction during the period under review:

Entities Nature of Relationship

Raj Oil Mills Ltd Employee's Gratuity Trust Associates

Raj Oil Mills Associate concern

Raj Builders Associate concern

16.. The previous year figures have been regrouped / reclassified wherever necessary to confirm the current year presentation.

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Mar 31, 2014

NOTE - 25

CORPORATE INFORMATION

Raj Oil Mills was started in 1943 with the production of mustard oil. The organization, since then, has brought into the market a number of quality products and enjoyed the trust of millions of consumers. Raj Oil Mills continues to remain a landmark organization for both its employees and dedicated customers.

Raj Oil Mills enjoys the support of not just its domestic customers, but has enhanced the taste of food in countries as wide-spread as Saudi Arabia, Japan, Myanmar, Bangladesh, UK and Africa. The company''s dedication to quality and brand values is seen in the stupendous response received from overseas customers for its premium brand of products. The company has plans to further penetrate into the international markets and spread its product availability to customers who recognize our high quality brand values.

BASIS OF PREPARATION OF FINANCIAL STATEMENT The Financial Statements are prepared as per historical cost convention and in accordance with the Generally Accepted Accounting Principles in India, the provisions of the Companies Act 1956 , and the applicable Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006. All Income and Expenditures having material bearing on the Financial Statements are recognized on accrual basis.

2. Global Depository Receipts (GDRs):

The Company raised US $ 7.76 million (Rs. 43.40 Crores) through the issue of 0.7 million Global Depository Receipts (GDRs) on July 26, 2012. Each GDR represents fifty underlying equity share of Rs. 10 each and the issue got listed with London Stock Exchange. The issue was priced at US $ 11.084 for each GDR. From the net proceeds of US $ 7.52 million ( after having adjusted US $ 0.24 million towards issue related expenses) the company had utilized US $ 7.30 million towards Loans and Advances towards general corporate purposes as per the object of the issue and the remaining balance is utilized for the payment of statutory liabilities of the company. Relevant documents and confirmation of balances are yet to be obtained.

3. The balance of sundry debtors, Creditors, Loans & advances, Banks are subject to their confirmation and reconciliation if any. Bank balance subject to cheques on hand realization.

4. Pursuant to the management information and decision in respect debts which are appearing in the books for more than 2years, It has been informed by management upon their taking decision to write off the same. In view of the facts that the same are not recoverable despite regular follow up even there is a special appointment of Chartered Accountant firm to ensure correct off. Accordingly the same has been done.

5. The Company has not received any intimation from suppliers regarding their status under micro, Small and Medium Enterprises Development Act,2006 and hence disclosure if any in relation to amount unpaid as at the yearend as required under the said Act have not been furnished.

6. Segment Reporting:

As the Company''s business activity falls within a single primary business segment "Edible Oil & Cakes" the disclosure requirement of Accounting Standard (AS) 17 "Segment Reporting" are not applicable.

7. "Advances to Employees" under "Short term Loan &Advance" head in the balance -sheet includes loan to staff of the Company amounting to Rs.0.03 Crores (Previous Year: Rs. 0.02 Crores).

8. In the opinion of the Board, current assets, loans and advances have a value at least equal to the amounts at which they are stated in the Balance Sheet, if realized in ordinary course of business.

9. As per accounting standard 22, issued by the Institute of Chartered Accountants of India, the Deferred Tax Liability of Rs.NIL (Rs.2.75 Crores) has been recognized in the Profit & Loss Account. The reason for the same being the company has incurred a loss of Rs. 290.49 Crores after tax. If the deferred tax liability is provided, this cannot be set off for future eight assessment years. The Deferred Tax Liability arises mainly due to the timing difference of brought forward losses and depreciation claimed as per the books of account and the depreci -ation claimed under the Income tax Act, 1961.

10. Public Deposits Accepted:

During the period Company has not accepted any fixed deposit from the public under the provision of Section 58A and 58AA or any relevant provision of the companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

11. There are no dues payable to the Investor Education and Protection Fund as at 31st March 2014

12. EMPLOYEE BENEFITS:

Disclosures pursuant to Accounting Standard -15 (Revised) "Employee Benefits":

(i) The company has recognized Rs. 0.03 crores as expenses in the profit and loss account in the absence of the Actuarial Valuation in respect of defined contribution plan administered by the Government.

(ii) Defined benefit plan and long term employment benefit:

A General description:

Gratuity [Defined benefit plan]:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible for gratuity. Gratuity is computed based on 1 5 days salary [last drawn salary] for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.

13. Contingent Liabilities

a. Income Tax

The Assistant Commissioner of Income Tax, Mumbai has passed an order u/s 143(3) w.r.t Section 153A of the Income Tax Act, 1 961 for the Assessment Year 2005-06 to 2011-12 and u/s 143(3) of the Income Tax Act, 1 961 for the Assessment Year 2011- 12 and issued Notice of Demand u/s 1 5 Income Tax Act, 1 961 for sum of Rs. 1 69.79 Crores. The company has preferred an appeal against the said order before the Commissioner Appeals of Income Tax, Mumbai and the case is pending. The Company has been legally advised that the demand is likely to be deleted or substantially reduced and accordingly no provision has been made in the books of accounts.

b. Sales Tax

The Assistant Commissioner of Sales Tax Investigation Branch, Mumbai has demanded a sum of Rs.38.56 Crores. The case is pending before the Assistant Commissioner of Sales Tax (Investigation), Mumbai.

14. Going Concern Assumption

During the financial period the Company has incurred loss of Rs. 291 crores and its 100% net worth is eroded. Lack of adequate working capital has also affected the operations, resulting in partial running or closure of plants (for a limited period). Under the circumstances, the financial statements have been prepared on Going Concern basis and in the opinion of the management no adjustments are considered necessary to the carrying value of its assets and liabilities.

15. Related Party Transactions

Parties are considered to be related if at any time during the year; one party has the ability to control the other party or to exercise significant influence over the other party in making financial and/or operating decision. As required by Accounting Standard (AS)-18 "Related Party Disclosure" issued by The Institute of Chartered Accountants of India, information in this respect is as follows:

I. Individual(s) having control with relatives and associate :

Mr. Shaukat S. Tharadra Mrs. Shahida S. Tharadra

II. Key-Management Personnel :NameDesignation

Shaukat S. Tharadra Chairman & Managing Director (CMD)

AzamkhanF.Lohani Whole-time Director

Rashid I. Tharadra Whole-time Director

Abdulla K. Musla Whole-time Director

III. Entities owned or significantly influenced by Directors and/or key management Personnel or their relative and with whom Company has entered into transaction during the period under review :

Entities Nature of Relationship

Raj Oil Mills Associate concern

Raj Builders Associate concern

Company has paid Rs.0.2 crores (Previous Period Rs.0.31 crores) to Mr. Shaukat S. Tharadra, as Rent for registered office building admeasuring approximate 8,950 Sq. Ft. of the carpet area at 224, Bellasis Road, Mumbai taken on perpetual sub- tenancy basis vide agreement dated 1st October 2007.

The previous year figures have been regrouped / reclassified wherever necessary to confirm the current year presentation. Particular of Balance Sheet abstract and the Company General Business Profile, Pursuant to Part IV of Schedule VI of the Companies Act, 1956 is attached herewith.

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Mar 31, 2013

1. Details of Default in repayment of loans and interest in respect of the followings : (a) Amount of Long- Term Borrowings outstanding as on 31/03/2013 :

i) SVC Term Loan – Amounting Rs. 0.35 Crores

ii) Edelweiss Assets Reconstruction Co. Ltd. – Amounting Rs. 68.07 Crores iii) Public Deposits – Amounting to Rs. 1.30 Crores iv) SICOM (Bill Discounting) – Amounting Rs.11.56 Crores v) SIDBI (Bill Discounting) – Amounting Rs. 3.08 Crores vi) IFCI Factors(Bill Discounting) – Amounting Rs. 12.02 Crores vii) Inter-Corporate Deposit – Amounting Rs. 1.00 Crores b) Amount of Short- Term Borrowings outstanding as on 31/03/2013 : i) SVC Loan (C/C) – Amounting Rs. 21.34 Crores

2. Global Depository Receipts (GDRs) :

The Company raised US $ 7.76 million (Rs. 43.40 Crores) through the issue of 0.7 million Global Depository Receipts (GDRs) on July 26, 2012. Each GDR represents fifty underlying equity share of Rs. 10 each and the issue got listed with London Stock Exchange. The issue was priced at US $ 11.084 for each GDR. From the net proceeds of US $ 7.52 million ( after having adjusted US $ 0.24 million towards issue related expenses) the company had utilized US $ 7.30 million towards Loans and Advances towards general corporate purposes as per the object of the issue and the remaining balance is utilized for the payment of statutory liabilities of the company.

3. The balance of sundry debtors, Creditors, Loans & advances are subject to their confirmation and reconciliation if any. Bank balance subject to cheques on hand realization.

4. The Company has not received any intimation from suppliers regarding their status under micro, Small and Medium Enterprises Development Act,2006 and hence disclosure if any in relation to amount unpaid as at the year end as required under the said Act have not been furnished.

5. Segment Reporting :

As the Company’s business activity falls within a single primary business segment “Edible Oil & Cakes” the disclosure requirement of Accounting Standard (AS) 17 “Segment Reporting” are not applicable.

6. “Advances to Employees” under “Short term Loan &Advance” head in the balance - sheet includes loan to staff of the Company amounting to Rs.0.02 Crores (PreviousYear: Rs. 0.02 Crores).

7. In the opinion of the Board, current assets, loans and advances have a value at least equal to the amounts at which they are stated in the Balance Sheet, if realized in ordinary course of business.

8. In the opinion of the Board, current assets, loans and advances have a value at least equal to the amounts at which they are stated in the Balance Sheet, if realized in ordinary course of business.

9. As per accounting standard -22, issued by the Institute of Chartered Accountants of India, the Deferred Tax Liability of Rs.2.75 Crores (Rs.2.75 Crores) has been recognized in the Profit & Loss Account. The Deferred Tax Liability arises mainly due to the timing difference of brought forward losses and depreciation claimed as per the books of account and the depreciation claimed under the Income tax Act, 1961.

10. Public Deposit Accepted:

During the period Company has not accepted any fixed deposit from the public under the provision of Section 58A and 58AA or any relevant provision of the companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

11. There are no dues payable to the Investor Education and Protection Fund as at 31st March 2013.

12. EMPLOYEE BENEFITS:

Disclosures pursuant to Accounting Standard -15 (Revised) “Employee Benefits”:

(i) The company has recognized as expenses in the profit and loss account as per Acturial Valuation in respect of defined contribution plan Rs. 0.15 Crores administered by the Government.

(ii) Defined benefit plan and long term employment benefit: A General description:

Gratuity [Defined benefit plan]:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible for gratuity. Gratuity is computed based on 15 days salary [last drawn salary] for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.

13. Contingent Liabilities

(a) Income Tax

The Deputy Commissioner of Income Tax, Mumbai has passed an order u/s 221(1) of Income Tax Act for Assessment Year 2008-09 and levied penalty of Rs0.34 Crores. The company has preferred an appeal against the said order before the Income Tax Appellate Tribunal (ITAT), Mumbai and the case is pending. The Company has been legally advised that the demand is likely to be deleted or substantially reduced and accordingly no provision has been made. The Additional Commissioner of Income Tax, Mumbai has passed an order u/s 143 (3) of Income Tax Act for the Assessment Year 2008-09 and issued Notice of Demand u/s 156 of Income Tax Act, 1961 for sum of Rs.1.26 Crores. The company has preferred an appeal against the said order before the Commissioner Appeals Income Tax, Mumbai and the case is pending. The Assistant Commissioner of Income Tax, Mumbai has passed an order u/s 143(3) r.w.s. 153A of the Income Tax Act, 1961 for the Assessment Year 2005-06 to 2010-11 and u/s 143(3) of the Income Tax Act,1961 for the Assessment Year 2011-12 and issued Notice of Demand u/s 156 of Income Tax Act,1961 for sum of Rs. 169.79 Crores. The company has preferred an appeal against the said order before the Commissioner Appeals of Income Tax, Mumbai and the case is pending. The Company has been legally advised that the demand is likely to be deleted or substantially reduced and accordingly no provision has been made in the books of accounts.

(b) Sales Tax

The Assistant Commissioner of Sales Tax Investigation Branch, Mumbai has demanded a sum of Rs.1.52 Crores. The case is pending before the Assistant Commissioner of Sales Tax (Investigation), Mumbai.

14. Related Party Transactions

Parties are considered to be related if at any time during the year, one party has the ability to control the other party or to exercise significant influence over the other party in making financial and/or operating decision. As required by Accounting Statndard (AS) -18 “Related Party Disclosure” issued by The Institute of Chartered Accountants of India, information in this respect is as follows :

I. Individual(s) having control with relatives and associate :

Mr. Shaukat S. Tharadra Mrs. Shahida S. Tharadra

II. Key-Management Personnel :

Name Designation

Shaukat S. Tharadra Chairman & Managing Director (CMD)

Azamkhan F.Lohani Whole-time Director

Rashid I. Tharadra Whole-time Director

Abdulla K. Musla Whole-time Director

Manavendra S. Gokhale Chief Executive Officer (CEO)

III. Entities owned or significantly influenced by Directors and/or key management Personnel or their relative and with whom Company has entered into transaction during the period under review :

Entities Nature of Relationship

Raj Oil Mills Ltd Employee’s Gratuity Trust Associates

Raj Oil Mills Associate concern

Raj Builders Associate concern Company has paid Rs.0.31 crores (Previous Period Rs.0.89 crores) to Mr. Shaukat S. Tharadra, as Rent for registered office building admeasuring approximate 8,950 Sq. Ft. of the carpet area at 224, Bellasis Road, Mumbai taken on perpetual sub-tenancy basis vide agreement dated 1st October 2007.

15. The previous year figures have been regrouped / reclassified wherever necessary to confirm the current year presentation.

16. Particular of Balance Sheet abstract and the Company General Business Profile, Pursuant to Part IV of Schedule VI of the Companies Act, 1956 is attached herewith.

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Mar 31, 2012

1. Details of Default in repayment of loans and interest in respect of the followings:

(a) Amount of Long- Term Borrowings outstanding as on 31/03/2012:

i SVC Term Loan - Amounting Rs. 0.38 Crores

ii) Public Deposits-Amounting to Rs. 0.75 Crores

(b) Amount of Short-Term Borrowings outstanding as on 31/03/2012:

i) SVC Loan(C/C)-AmountingRs.2.11Crores

ii) KVB Loan (C/C) - Amounting Rs.2.13 Crores

iii IFCI Factors (Bill Discounting)-Amounting Rs.12.02 Crores

iv) SICOM (Bill Discounting) - Amounting Rs.11.61 Crores

vi SIDBI (Bill Discounting) - Amounting Rs. 3.08 Crores

vi) inter-Corporate Deposit-Amounting Rs. 1.91 Crores

2. The Shareholder of the Company on June 4, 2012 has approved the GDR issue upto 20 million USD or equivalent Indian rupee. On July 26, 2012 the Board of the Directors of the Company has approved and allotted 3,50,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 2.40/- i.e.@ Rs.12.40/-, underlying 7,00,000 GDR's. The Company has also received In - Principal listing approval from Bombay Stock Exchange Limited and National Stock Exchange Limited. The Securities underlying GDR does not have voting rights, until they are converted into Equity Shares of the Company.

3. The balance of sundry debtors, Creditors, Loans & advances are subject to their confirmation and reconciliation if any Bank balance subject to cheques on hand realization.

4. The Company has not received any intimation from suppliers regarding their status under micro, Small and Medium Enterprises Development Act,2006 and hence disclosure if any in relation to amount unpaid as at the year end as required under the said Act have not been furnished.

5. Segment Reporting:

As the Company's business activity falls within a single primary business segment "Edible Oil & Cakes" the disclosure requirement of Accounting Standard (AS) 17 "Segment Reporting" are not applicable.

6. "Advances to Employees" under "Short term Loan &Advance" head in the balance - sheet includes loan to staff of the Company amounting to Rs.0.02 Crores (Previous Year: Rs. 0.04 Crores).

7. In the opinion of the Board, current assets, loans and advances have a value at least equal to the amounts at which they are stated in the Balance Sheet, if realized in ordinary course of business.

Since no commission is payable during the year, computation of net profit under Section 198 of the Companies Act, 1956 has not been computed for the year.

8. As per accounting standard -22, issued by the Institute of Chartered Accountants of India, the Deferred Tax Liability of Rs. 1.90 Crores (Rs.5.64 Crores) has been recognized in the Profit & Loss Account. The Deferred Tax Liability arises mainly due to the timing difference of depreciation claimed as per the books of account and the depreciation claimed under the Income tax Act, 1961.

9. Earnings Per Share.

As required by Statement of Accounting Standard (AS) - 20 "Earning Per Share", reconciliation of basic and diluted number of Equity shares used in computing Earnings Per Share is as follows:

10. Public Deposit Accepted:

During the period Company has accepted fixed deposit from the public under the provision of Section 58A and 58AA or any relevant provision of the companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

11. There are no dues payable to the Investor Education and Protection Fund as at 31st March 2012.

12. EMPLOYEE BENEFITS:

Disclosures pursuant to Accounting Standard -15 (Revised) "Employee Benefits"

(i) The company has recognized as an expenses in the profit and loss account as per Acturial Valuation in respect of defined contribution plan Rs. 0.10 Crores administered by the Government.

(ii) Defined benefit plan and long term employment benefit:

A General description:

Gratuity [Defined benefit plan]:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible for gratuity. Gratuity is computed based on 15 days salary [last drawn salary] for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.

13. Contingent Liabilities

(a) Excise

Raj Oil Mills Ltd. Manufactures and markets pure coconut oil under the brands of Cocoraj, Cocotoss. Such Coconut Oil (CO) is a 100% natural product and meets all standards of edible oil as given in the Prevention of Food Adulteration Act. CO is currently classified under Excise as a vegetable oil under chapter 15 and attracts Excise at zero rate. CO classified under chapter 15 as vegetable oil has been vindicated by the decision of Appleate Tribunal on various occasions. However the Central Board Of Excise and Custom has recently issued instruction vide circular No.890/10/2009-CX dated 3rd June 2009 where in it has classified coconut oil packed in the container size upto 200ml as hair oil there by attracting Excise duty at applicable rates. The company has filled writ petition no. 1600J2009 with the Bombay High Court, Mumbai for interim relief hearing is pending for final disposal. The Honourable High Court vide order dated August 27, 2009 granted inteirm relief subjet to certain conditions and restrained the department of Central Excise from recovering Central Excise. The company has received show cause notice dated March 15,2010 from the office of the Commissioner of Central Excise, Thane, for Rs. 10.42 crores plus interest and penalty. The company has filed reply to the Department on 15th October 2010. The Comissioner of Central Excise, Thane, has passed an Order and issued Order in Original along with the demand note for the said amount. The Company has filled an Apeal against the said Order with the Central Excise and Custom and Service Tax Apellate Tribunal (CESTAT).

(b) Income Tax

The Deputy Commissioner of Income Tax, Mumbai has passed an order u/s 221(1) of Income Tax Act for Assessment Year 2008-09 and levied penalty of Rs0.34 Crores. The company has preferred an appeal against the said order before the Income Tax Apellate Tribunal, Mumbai and the case is pending. The Company has been legally adviced that the demand is likely to be deleted or substantially reduced and accordingly no provision has been made.

The Additional Comissioner of Income Tax, Mumbai has passed an order u/s 143 (3) of Income Tax Act for the Assessment Year 2008-09 and issued Notice of Demand u/s 156 of Income Tax Act, 1961 for sum of Rs.l.26 Crores. The company has preferred an appeal against the said order before the Commissioner Appeals Income Tax, Mumbai and the case is pending.

(c) Sales Tax

The Assistant Commisioner of Sales Tax Investigation Branch, Mumbai has demanded a sum of Rs.l.52 Crores. The case is pending before the Assistant Commissioner of Sales Tax(lnvestigation), Mumbai.

(d) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.8.95 Crores (Previous Year 6.29 Crores).

14 Related Party Transactions

Parties are considered to be related if at any time during the year, one party has the ability to control the other party or to exercise significant influence over the other party in making financial and/or operating decision. As required by Accounting Statndard (AS) -18 "Related Party Disclosure" issued by The Insitute of Chartered Accountants of India, information in this respect is as follows:

I. Individual(s) having control with relatives and associate:

Mr. Shaukat S. Tharadra Mrs. Shahida S. Tharadra

Company has paid Rs.0.89 crores (Previous Period Rs.0.96 crores) to Mr. Shaukat S. Tharadra, as Rent for registered office building admeasuring approximate 8950 Sq. Ft. of the carpet area at 224, Bellasis Road, Mumbai taken on perpetual sub-tenancy basis vide agreement dated 1st October 2007.

15 The financial statements for the year ended 31st March, 2011 had been prepared as per the then applicable, Pre- Revised Schedule-VI to the Companies Act,1956. Consequent to the notification under the Companies Act,1956, the financial statements for the year ended 31st March, 2012 are prepared under revised Schedule VI. Accordingly, the previous year figures have also been reclassified to confirm to this year's classification.

16 Particular of Balance Sheet abstract and the Company General Business Profile, Pursuant to Part IV of Schedule VI of the Companies Act, 1956 is attached herewith.

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Mar 31, 2010

1. Secured Loans

(a) Term loans, Cash Credit & Letter of Credit facility from banks is secured by hypothecation of all existing fixed assets of the Company including vehicles, entire stocks and book debts, margin money as may be held by the bank at the time of issue of such Letter of Credit and equitable mortgage of land and building at Village Ten Tal. Palghar, Manor and personal guarantees of some of the Directors. Term Loan repayable within one year is Rs. 47.51 Lakhs (Previous Year Rs. 125.69 Lakhs)

(b) Vehicle loan / Loan against property from the banks/finance companies are secured by the charge on the respective vehicle & property and personal security on flat of a director. Loan repayable within one year is Rs.13.17 Lakhs (Previous Year Rs.10.95 Lakhs)

2. Contingent Liabilities

(a) Excise

Raj Oil Mills Ltd. Manufactures and markets pure coconut oil under the brands Cocoraj. Such Coconut Oil (CO) is a 100% natural product and meets all standards of edible oil as given in the Prevention of Food Adulteration Act. CO is currently classified under excise as a Vegetable Oil under Chapter 15 as attracts excise at Zero rate. The stand the CO is classified under chapter 15 as fixed vegetable oil has been vindicated by the decision of Appellate Tribunal benches on various occasions. However, the Central Board Excise & Customs (CBSE) has recently issued instruction vide Circular No. 890/10/2009-CX dated June 3, 2009 wherein it has classified coconut oil packed in container size up to 200 ML as hair oil. Which is chargeable to excise duty with effect from the date of the circular that June 3,2009.

The Company has filed writ petition No. 1600/2009 with the Bombay High Court, Mumbai foe interim relief. Hearing is pending for final disposal. The Honble High Court vide order dated August 27, 2009, granted interim relief subject to certain conditions and restrained the Department of Central Excise from recovering Central Excise. The Company has received Show Cause Notice dated March 15, 2010 from the Office of the Commissioner of Central Excise, Thane for Rs.10.42 Cr plus interest and penalty. The Company is under the process of filing appeal to the Department and also to seek legal advice to move petition before the The Honble High Court, Mumbai against the Demand Notice received.

(b) Income Tax

The Deputy Commissioner of Income Tax, Mumbai has passed an order u/s 221(1) of Income Tax Act for Assessment Year 2008-09 and levied penalty of Rs 34.72 Lakhs. The company has preferred an appeal against the said order before the Commissioner of Income Tax (Appeals), Mumbai and the case is pending. The Company has been legally adviced that the demand is likely to be deleted or substantially reduced and accordingly no provision has been made.

(c) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.628.89 Lakhs (Previous Year 261.69).

(d) Company has outstanding Bank Guarntee of Rs.57.00 lacs (Previour Year Rs.Nil)

3. Related Party transactions

As required by Accounting Standard (AS) 18 "Related Party Disclosures" issued by The Institute of Chartered Accountants of India, information in this respect is as follows:

I. Individual(s) having control with relatives and associates

Mr. Shaukat S. Tharadra Mrs. Shahida S. Tharadra

4. In the opinion of the Board, current assets, loans and advances have a value at least equal to the amounts at which they are stated in the Balance Sheet, if realized in ordinary course of business.

5. The balances of sundry debtors and sundry creditors are subject to confirmation from respective parties.

6. Additional information pursuant to the provisions of paragraphs 3, 4, 4B, 4C and 4D of Part II of Schedule VI of the Companies Act, 1956 are given to the extent applicable

7. The disclosers as required to be made relating to Micro, Small and Medium Enterprise under the Micro, Small and Medium enterprises development Act, 2006 (MSMED) are not furnished in view ot the non availability of information with the Company from such Enterprises.

(a) As required by Statement of Accounting Standard (AS) 20 "Earnings Per Share", reconciliation of basic and diluted number of Equity Shares used in computing Earnings Per Shares is as follows.

9. Segment Information

As the Companys business activity falls within a single primary business segment "Edible Oil & Cakes" the disclosure requirement of Accounting Standard (AS) 17 "Segment Reporting"are not applicable.

10. The Company has changed its financial year end from 31st December to 31st March annually, with effect from current financial year. Accordingly, the financial statements for the current financial are made up form 1st January, 2009 to 31st March, 2010 (15 Months). The corresponding figured for the previous year relate to the period 1st January 2008 to 31st December 2008 (12 Months). Therefore, the two are not comparable.

11. There are no dues payable to the Investor Education and Protection Fund as at 31st March 2010.

12. Disclosure as defined in the Accounting Standard 15 is not given as the report from Actuary is awaited.

13. Particulars of Balance Sheet abstract and the Company General Business Profile, pursuant to Part IV of Schedule VI of the Companies Act 1956 is attached herewith.

14. (a) The figures in brackets or in shaded background represent those of previous year.

(b) The figures for the previous year have been regrouped-rearranged wherever necessary to conform to current period classification.

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Dec 31, 2008

1. (a) Auditors Qualification

The Company does not have an internal audit system commensurate with the nature of its business. Management has initiated steps to implement internal audit system commensurate with the nature of its business.

(b) Current Liability

The Company has vide a Multi-Option Facility Agreement dated March 29, 2008, availed of a credit facility of INR 1,000.00 lakhs from teh Barclays Bank Pic,. As per the terms of the multi-facility agreement, the Company was required to create a charge on its immovable properties, movable fixed assets and current assets within 180 days of the first disbursement of funds. Pursuant to failure of the Company to furnish such security to Barclays Bank Pic, the lender has vide a letter dated November 15,2008 called upon the Company to repay the outstanding amount of Rs. 4.5 crores in 2 installments Rs. 2 crores by November 30,2008 and the balance Rs. 2.5 crores by December 31,2008. The said letter further stipulates that non-payment of the dues would attract penal interest at 24% p.a. The amount to be repaid as on date 31 st March, 2009 is Rs. 150.90 lakhs.

2. (A) Secured Loans

(a) Term loans, Cash Credit & Letter of Credit facility from banks are secured by hypothecation of all existing fixed assets of the Company including vehicles, entire stocks and book debts, margin money as may be held by the bank at the time of issue of such Letter of Credit and equitable mortgage of land and building at Village Ten Tal. Palghar, IVIanor and persona) guarantees of few Directors and a shareholder.

(b) Hire Purchase Vehicle loan / Loan against property from the banks / finance companies are secured by the charge on the respective vehicle & property and personal security on flat of a director.

(c) (i) Hypothecation of vehicle Toyota Innova Bearing registration No. MH01-VA-3210 is registered in the name of Mr. Azamkhan F. Lohani, a whole time director of the company.

(ii) Hypothecation of vehicle Toyota Innova Bearing registration No. MH01-VA-6161 is registered in the name of Mr. Abdulla K. Musla, a whole time director of the company.

(iii) Hypothecation of vehicle Toyota Innova Bearing registration No. MH01-AC-8080 is registered in the name of Mr. Azamkhan F. Lahani, a whole time director of the company.

The aforementioned vehicles are used for the official purpose and the margin money, v installments including interest, and all other ancillary expenses like petrol, diesel, repair and maintenance is paid by the company. Depreciation on the aforesaid mentioned vehicle are also claimed by the company under section 32 of the Income Tax Act, 1961, as a beneficial owner of the said vehicles. On the repayment of the vehicle loans the ownership of said vehicles will be transferred in the name of the company.

3. Contingent Liabilities

(a) As per the decision of the management, no leave accumulation by employees is allowed hence no Provision has been made for leave outstanding as on the balance sheet date.

(b) The company has given corporate guarantee to the extent of Rs. 750 Lacs (Rs. 750 Lacs) in respect of loan taken by farmers / VLC from Axis Bank Ltd (erstwhile UTI Bank Ltd.) Vide original Banks sanction letter no. UTIB /10705 / 2005-06 Dated 7" December 2005. The company will be liable to repay the said loan in case of failure by the farmer to repay the loan to the extent of guarantee given by the company. The said guarantee was revoked on 27th February 2009 and was confirmed by the Axis Bank Ltd.

(c) Income Tax

(i) During the previous year 2007 the Income Tax Department conducted a survey on 12th December 2007. The company has accepted the capital expenditure of Rs. 245.00 Lacs, being wrongly shown as book-debts in the books of accounts and accepted to rectify the same in the current year. The department is of the opinion that the same is unaccounted expenditure and added to the income of current year. The management is of the opinion that said addition is not likely to effect the income of the current year.

(ii) Regarding Assessment Year 2006-07, the Deputy Commissioner of Income Tax passed an Order dated 24/12/08 u/s 143(3) whereby he assessed our Income at Rs. 25,21,562 u/s 115JB as against the returned income of Rs. 21,03,958/- and raised a demand of Rs. 13,34,555/- on us. Our Company has filed an Appeal before the

Honble Commissioner Of Income Tax-Appeals on January 07, 2009 against the said order. The case is still pending.

(iii) Regarding Assessment Year 2005-06, the Deputy Commissioner of Income Tax passed an Order dated 26/12/07 u/s 143(3) whereby he assessed our Income at Rs. 65,39,972 u/s 115JB as against the returned income of Rs. 64,76,225 and raised a demand of Rs. 62,099/- on us. Our Company has filed an Appeal before the Honble Commissioner Of Income Tax-Appeals, against the said order. The Company before filing of the Appeal on 1 st January, 2008 paid the amount of Rs 62,099/-. The case is still pending.

(iv) For the Assessment Year 2003-04, the Deputy Commissioner of Income Tax passed Order dated 30 January, 2006 whereby it determined the total loss of our Company at Rs 1,38,07,305 against loss of Rs 2,58,63,258 declared by our Company. Our Company had filed an Appeal before the Honble Commissioner Of Income Tax- Appeals to set aside the Order. The said Appeal was decided against our Company vide Order dated 18th June, 2007 and thereafter, the company the said Order of Appeal before the Income Tax Appellant Tribunal. The case is still pending.

(v) The Deputy Commissioner of Income Tax passed Order dated 30 March, 2009, along with Demand Notice, whereby he has levied penalty order u/s 271 (l)(c) of the Income Tax Act, 1961 for amount of Rs.12,23,870/- for non - payment of Income Tax assessed for the Assessment Year 2003-04. Our Company had filed an Appeal before the Honble Commissioner Of Income Tax-Appeals on April 08, 2009, to set aside the Order and grant stay against the Demand recovery till the disposal of the order.

(c) Estimated amount of contracts remaining to be executed on capital account and not provided forRs. 261.69Lacs (P.Y. Rs. 477.48 Lacs).

4. Related Party transactions

As required by Accounting Standard (AS) 18 "Related Party Disclosures " issued by The Institute of Chartered Accountants of India, information in this respect is as follows:

I. Individual(s) having control with relatives and associates Mr. Shaukat S. Tharadra

Mrs, Shahida S. Tharadra

II. Key-Management Personnel *

Name Designation

Shaukat S. Tharadra Chairman & Managing Director

Azamkhan F. Lohani Whole-time Director

Rashid I Tharadra Whole-time Director

Abdulla K Musla Whole-time Director

III. Entities owned or significantly influenced by Directors and/or key management personnel or their relatives and with whom Company has entered into transactions during the period under review.

Entities Nature of Relationship

Raj Oil Mills Ltd. Employees Gratuity Trust Associates

IV. Entities owned or significantly influenced by Directors and/or key management personnel or their relatives and with whom Company has not entered into any transactions during the period under review.

Entities Nature of Relationship

Raj Oil Industries Private Limited Subsidiary company **

Raj Oil Mills Employees Gratuity Associates

Raj Oil Mills Associate concern

Raj Builders Associate concern

* * For part of the year for 2007.

VI. Notes to related party transactions

(a) Company has paid Rs. Nil (Rs. 12.17 Lacs) (Inclusive of lease tax) as Royalty for grant of exclusive license and right to use Brands and Trademarks owned by M/s Raj Oil Mills a partnership firm, in which some of the Directors are interested as partners in pursuance to agreements entered into with them.

(b) During the previous year, vide various agreements Mr. Shaukat Suleman Tharadra (the beneficial owner), a partner of M/s Raj Oil Mills assigned to the company, the said trademarks for a consideration of Rs. Nil (Rs. 5,555/-.)

(c) Company has paid Rs. 75.80 Lacs (Rs. 18.80 Lacs) to Mr. Shaukat S. Tharadra, as Sub-Let Rent for registered office building admeasuring approx. about 8950 Sq. Ft. of the carpet area at 224, Bellasis Road, Mumbai taken on perpetual sub-tenancy basis vide agreement dated 1sl October 2007.

5. Additional information pursuant to the provisions of paragraphs 3,4,4B, 4C and 4D of Part II of Schedule VI of the Companies Act, 1956 are given to the extent applicable.

(i) Installed capacity is as certified by the Management of the Company and accepted by the Auditors as this is a technical matter.

(ii) The Companys products are exempted from licensing provision under the Industries (Development & Regulation) Act, 1951.

6. Segment Information

As the Companys business activity falls within a single primary business segment "Edible Oil & Cakes" the disclosure requirement of Accounting Standard (AS) 17 "Segment Reporting", issued by The Institute of Chartered Accountants of India are not applicable. However it does not have any impact on the true & fair view of the state of affairs in case of Balance Sheet and Profit & Loss Account.

7. (a) The figures in brackets or in shaded background represent those of previous year.

(b) The figures for the previous year have been regrouped / rearranged wherever necessary to conform to current years classification.