Directors Report of Rasoya Proteins Ltd.

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting the Twenty Fourth (24th) Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the financial Year ended on March 31,2016. financial summary or highlights/performance of the Company

Particulars	Financial Year (Amount in Crores)
	Standalone		Consolidated
	2015-16	2014-15	2015-16	2014-15
Gross Income	76.59	465.11	76.59	729.39
Profit Before Interest and Depreciation	(307.64)	1.88	(290.94)	11.03
Finance Charges	4.47	49.40	4.47	49.40
Gross Profit	(3.09)	23.82	(3.09)	70.31
Provision for Depreciation	12.11	12.47	12.11	12.47
Exceptional Item	92.82	0.00	92.82	0.00
Net Profit Before Tax	(231.41)	(59.99)	(400.35)	(50.85)
Provision for Tax/Deferred Tax/CSR	(1.07)	0.00	(1.07)	(1.06)
Net Profit After Tax	(313.57)	(58.93)	(389.69)	(49.79)
Balance of Profit brought forward	42.30	101.24	183.76	209.75
Balance available for appropriation	(313.57)	(59.12)	(389.69)	(49.79)
Proposed Dividend on Equity Shares	0.00	0.00	0.00	0.00
Tax on proposed Dividend	0.00	0.00	0.00	0.00
Transfer to General Reserve	0.00	0.00	0.00	0.00
Surplus carried to Balance Sheet	(271.26)	42.12	(205.93)	159.78

2. Fnancial performance Standalone

During the performance under review, the company© net revenue from operations is Rs. 76.59 Crores as against Rs. 465.11 Crores in the previous year. Profit before Interest and Depreciation and tax is decreased to (307.64) Crores in financial year 2015-16 as against Rs. (89.90) Crores in financial year 2014-15.

Consolidated

During the performance under review, the company© net revenue from operations is Rs. 76.59 Crores as against Rs. 729.83 Crores in the previous year. Profit before Interest and Depreciation and tax is decreased to (290.94) Crores in financial year 2015-16 as against Rs. (101.77) Crores in financial year 2014-15.

3. State of affairs of the Company

During the financial year there was complete mismatch in purchase price of raw material and selling price of finished goods. This has resulted in operational losses. However due to unseasonal rains the crop was badly damaged and there was complete failure of soya crop in vidarbha Region and adjourning areas. Under such situation not only our plant but several other plants of the region have closed their operations. Also, the company has incurred cash losses in the previous year and the year under review. Due to non sustainability in business due to various outside factors which are beyond the control of the company, heavy cost of debt, non recoverability of dues the company has incurred these losses. owing to such a scenario the major manufacturing facilities of the company has been stalled.

4. Change in the nature of business

During the year under review there was no change in the nature of the business of the Company.

5. Dividend

In view of losses, your directors do not recommend any dividend for the current year under review.

6.ShareCapital

The paid-up Equity Share Capital as at March, 31,2016 stood at Rs. 170,89,31,700.00/-. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares.

7. Directors and Key Managerial Personnel

Retire by Rotation

- Mrs.Manik Anil lonkar Non-executive Director reties by rotation at the forth coming Annual general meeting and being eligible offers herself for re-appointment.

Appointment

- Mr.Ramakant Laxm anrao labhe has been appointed as additional director and designated as the independent Director of the company with effect from 13th January, 2016.

- Mr.Ramro shivarm nistane has been appointed as additional director and designates as independent director of the company with effect from 24th May, 2016.

Resignation

- Mr. Prakash Dattatraya Mujumdar has been resigned from the post of independent Director of the company with effect from 17^th June 2015

- M\ Vishnu Bhagade has been resigned from the post of Independent Director of the Company with effect from 17th August, 2015.

- M\ Sudhakar Ramchandra Khankhoje has been resigned from the post of Independent Director of the Company with effect from 1st December, 2015.

- Mr. Sameer yashwantrao Damle has been resigned from the post of Executive Director and chief Financial officer of the company with effect 19^th December from 30th March, 2016.

- Mr.prashat Govindrao Duchakke has been resigned from the post of Executive Director of the company with effect from 30^th March 2016

8. Insurance

All the assets (Movable/Immovable) of your Company are adequately insured.

9. Meetings

As calendar of meetings is prepared and circulated in advance to the Directors. [During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. Bctract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,

2014, an extract of annual return in Form MGT-9asapart of this Annual Report as ANNEXURE.1

11. Formal Annual Evaluation

Your Company has devised a Policy selection of directors, determining independence of directors and for performance evaluation of Independent Directors, Board, Committees and other individual Directors Which include criteria for performance evaluation of the nonexecutive directors and executive directors.

12. Particulars of Employees

The details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 enclosed as ANNEXLRE- 11 Further during the year under review, none of the employees are receiving remuneration asset out in Rule 5(2) of the are In terms of the provisions of Rule (5) (2) of the Companies (Appointment And Remuneration Of Managerial Personnel) Rules, 2014.

13. Particulars of contracts or arrangements with related parties

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm ‘s length basis therefore Form AOC-2 is not applicable to the Company. The details of the transactions entered are mentioned in Point No. 47 of the Notes to the Accounts attached herewith.

14. Company ‘s Policy on Directors Appointment and Remuneration

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is given as ANNEXLRE III to this Report.

15. Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31,2016your Company has two (2) Wiolly Owned Subsidiaries (WDS) viz. “SPL International Trade FZE, & RPL (HK) Foods & Feed Corporation Limited incorporated outside India and three(3) Associate Companies viz. “Rasoya Foods and Drinks private Limited, lvory Exports private Limited and Eiravat Tradelinks private Limited pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company ‘s subsidiaries is given in FormAOC-1 as ANNEXLRE±M to this Report.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Corporate Office of the Company during the working hours. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiary.

16. Declaration by an Independent Directories)

The Company has received declarations from all the Independent Directors of the Company as per the provisions of Section 149 subsection (7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed both under Section 149 sub-section (6) of the Companies Act, 2013 read with the Rule 4 of Companies (Appointment and Qualification of Directors) Rule, 2014 and the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015.

17. Cash flow Statement

The Cash flow statement for the year ended 31 st March, 2016 is attached to the Balance Sheet.

18. Statutory Auditors

The Auditors, MS. V.N. Bhuwania &Co., Chartered Accountants, Mumbai (ICAI Firm Registration Number: 101482w) retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment from the conclusion of this Annual General Meeting [AGM] till the conclusion of the Annual General Meeting to be held in the year 2017 subject to ratification of their appointment at every Annual General Meeting of the Company They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act and that they are not disqualified for reappointment.

19. Statutory Auditors’ report

The Auditors’ Report contains qualifications and the Company has given its comments on Auditors Qualified pinion for the financial Year 2015-16. The details are mentioned hereunder:

Qualified Opinion (a)

The Company is facing acute shortage of recovery staff and due to the peculiar nature of industry; the previous debts are recovered when new goods are supplied. Since the Company is not able to manufacture and supply fresh stock, debtors are not paying old dues. In order to arrive at correct picture the Company has written off Debts worth Rs, 197.91 crores and is in the process of initiating legal action against them.

Qualified Opinion (b)

The Company’ s Technical and production General Manager conducted physical stock verification and valuation of inventories in the form of Raw material and finished Goods. Based on form, status and reliability of inventory they have identified the stock worth Rs. 92.82 Crores unfit for production and human and animal consumption hence during the year the company has sold substantial stock as scrap and the balance stock was written off to arrive at the correct picture of the company

Qualified Opinion (c)

The company has made repeated request to Bank of Baroda, State Bank of India and ISBFC asking them to provide them the balance confirmation certificate in respect of the fund based facilities sanctioned to the company. However in spite of our repeated request they have not provided the balance confirmation and hence same was not made available.

Qualified Opinion (d)

Foreign Exchange Gain Rs. 41 crores has not been recognized in accordance with AS 11, as same pertains to the outstanding loan to WDS at Sharjah which is not likely to be repaid by the WDS in near future since the said funds have been earmarked for overseas operations of the company.

Qualified Opinion (e)

During the year under review the major manufacturing facilities of the company was not in operation and with very marginal turnover the Company has incurred heavy cash Losses. Under the given situation the overall manpower strength along with persons capable of handling audits and accounts was reduced drastically and hence could not also appoint internal / cost auditor. Directors of your company will take appropriate steps to comply with the provision of the companies Act, 2013 relating to the appointment and conduct of audit.

Qualified Opinion (f)

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

20. Disclosure about Cost Audit

As per the provisions of Section 148 of the Companies Act, 2013 and Rule 4 of the Companies (Cost Records and Audit) Rules, 2014(including any amendment, reenactment thereof), the overall turnover of the Company from all its products immediately preceding financial year i .e. 201516 has not crossed the threshold limit of Rupees One Hundred Crore, therefore the Company is not required to get its cost records audited. However, the Company has duly maintained the Cost Records as it falls under the ambit of maintaining the Cost Records under Rule 3 of (Cost Records and Audit) Rules, 2014.

21. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Rachana Daga (M/s. R .A Daga &Co.), Practicing Company Secretary, Nagpur to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditors is enclosed as ANNEXLREX to this report.

22. Internal Audit &Controls

In pursuant to Section 138 of the Companies Act, 2013 and as per the recommendation of the Audit Committee, the Board of Directors of your Company has appointed M/s.Amit Pattalwar & Co., Chartered Accountants, Nagpur as the Internal Auditors) of the company to carry out the Internal Audit for the Financial year2016-2017.

23.Vigil Mechanism/Whistle Blower Policy

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy has been established by the Company to provide appropriate avenues to the employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company. The Vigil Mechanism/Whistle Blower Policy has been uploaded on the website of the Company at www.rasoyaproteins.in under investors/Whistle Blower Policy link.

24. Events occurring after the balance date

There are no significant events occurred after the Balance Sheet date which have adverse material impact on financial statement or otherwise.

25. Risk management Policy and Report

Your company has taken adequate measures to mitigate the risks associated with the various risks impacting the Company which includes the identification of various elements of risk impacting the company and mitigation of the same.

26. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

During the year under review, there is no such material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

27. Details in respect of adequacy of internal financial controls with reference to the financial Statements

Your Company had laid down set of standards, processes and structures which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively.

28. Deposits

The Company has accepted deposits from public during the year within the meaning of the provisions of Section 58A, 58AAof the Companies Act, 1956 (Sec. 73 to Sec 76 of the Companies Act, 2013) and the Companies (Acceptance of Deposit) Rules, 1975 (Companies (Acceptance of Deposit) Rules, 2014) to the tune of Rs. 3,30,35,000/-. The total outstanding of such public deposits as on the Balance Sheet Date including interest stands at Rs.2,20,22,789/-. As per the Companies Act, 2013 all the outstanding deposits had to be repaid as on March 31, 2016. However, the Company Law Board has approved the repayment of the outstanding deposits as per the original tenure.

29. Particulars Of Loans Given. Investments Made. Guarantees Given And Securities provided

Your Company has not given any loan or guarantee to any person or body corporate nor invested in any body corporate during the financial Year under review pursuant to Section 186 of Companies Act, 2013.

30. Corporate Governance

A detailed Report on Corporate Governance in ANNEXURE-V1, Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015, forms part of this Report.

31. Obligation of Company under The Sexual Harassment of V\Women at Workplace (prevention. prohibition and Redressel ) Act. 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of women at workplace (Prevention, prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee (ICC) to look into complaints relating to sexual harassment at workplace of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of women at workplace and setup the Committee for the implementation of the said policy. The Company is fully committed to uphold and maintain the dignity of every women working in the Company.

During the year under review the Company has not received any complaint of harassment.

32. Conservation of Energy. Technology Absorption and Foreign Exchange Earnings and Outgo

Due to non availability of basic raw material the solvent extraction plants were not fully operational and as a result the captive power plant was shut down. Hence Conservation of energy and Technology absorption are not applicable.

(a) Conservation of energy: Not Applicable

(b)Technology absorption: Not Applicable

(c) Foreign exchange earnings and Outgo:

During the year, the total foreign exchange used was Rs. 1.07 Lac and the total foreign exchange earned was Rs. 413.74 Lac.

33. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’ s operations in future

During the year under review 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.

35. Corporate Social Responsibility (CSR1

Having regard to the Second proviso of Section 135 (5) of the Companies Act, 2013 the valid reason for not spending the amount stood at the Balance Sheet for the financial Year 2015-16 on CSR Activities is that the Company is facing acute Liquidity Crunch as its main activity of Solvent Extraction could not be carried out due to non availability of the main Raw Material -Soyabean Seed and as a consequence the Company ‘s power plan ant has also been shut down. Therefore, the Company is not even in a position to meet its day to day expenses and deposit the various Statutory dues. The Company is running into financial problems, Banks have converted Company loan into ISPA

In view of the above facts, it was extremely difficult for the Company to spend any amount towards the CSR activities.

35. Directors ‘s Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts for the year ended 31st March, 2016the 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 at the end of the financial year 31st March, 2016and of the loss of the company for that period;

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

d. the directors had prepared the annual accounts for the period ended 31st March, 2016 on a going concern basis.

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.

36. Voting through Electronic Means

Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with the rules made there under and Regulation 44 of the SEBI Listing Regulations, 2015, your Company has taken necessary steps to make available the facility provide to its members the facility to exercise their right to vote by Electronic means for the transactions which require approval through Postal Ballot.

37. Listing of Shares

During the period under review the Shares of the company are listed on The Bombay Stock Exchange Limited (BSE Lid) and The National Stock Exchange of India Limited (NSE Ltd).

38. Dematerialization of Company ‘s Shares:

Your company has provided the facility to its share holders for dematerialization of their shareholding by entering into an agreement with The National Securities Depository limited (NSDL) and Central Depository Services (India) limited (CDSL). The ISN number allotted to the company is(IISE904G01038). Further the Annual custodian charges for the financial year 2015-16have been paid to CDSL.

39. Secretarial Standards

Your company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

40. Acknowledgement

Your Directors wish to place on record their appreciation and sincere thanks to all government agencies, banks, shareholders, vendors and other related organizations, who through their continued support and co-operation, have helped, as partners, in your Company progress. Your Directors also acknowledge the hard work, dedication and commitment of the employees.

FORAND ON BEHALF OF THE BOARD OF DRECTORS

(Anil Narayan Lonkar)

Race: Nagpur CHAIRMAN &MANAGING DRECTOR

Date: 5th August, 2016 DIN: 00282816

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Mar 31, 2015

To,

The Members,

The Directors have pleasure in presenting the Twenty Third (23rd) Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the Financial Year ended on March 31, 2015.

1. Financial summary or highlights/Performance of the Company

Particulars Financial Year (Amount in Crores)

Standalone1 Consolidated

2014-15 2013-14 2014-15 2013-14

Gross Income 465.11 1196.75 29.39 1686.17

Profit Before Interest and Depreciation 85.85 11.03 11.03 112.80

Finance Charges 49.40 37.66 49.40 42.79

Gross Profit 23.82 141.90 70.31 226.10

Provision for Depreciation 12.47 10.90 12.47 10.90

Net Profit Before Tax (59.99) 37.29 (50.85) 59.11

Provision for Tax/Deferred Tax/CSR 0.00 5.27 (1.06) 5.13

Net Profit After Tax (58.93) 32.15 (49.79) 53.98

Balance of Profit brought forward 101.24 69.09 209.75 155.77

Balance available for appropriation (59.12) 32.15 (49.79) 53.98

Proposed Dividend on Equity Shares 0.00 0.00 0.00 0.00

Tax on proposed Dividend 0.00 0.00 0.00 0.00

Transfer to General Reserve 0.00 0.00 0.00 0.00

Surplus carried to Balance Sheet 42.12 101.24 159.78 209.75

2. Financial performance

Standalone

During the performance under review, the company's net revenue from operations is Rs. 465.11 Crores as against Rs. 1196.75 Crores in the previous year. Profit before Interest and Depreciation and tax is decreased to (83.90) Crores in financial year 2014-15 as against Rs. 27.57 Crores in financial year 2013-14.

Consolidated

During the performance under review, the company's net revenue from operations is Rs. 729.83 Crores as against Rs. 1686.17 Crores in the previous year. Profit before Interest and Depreciation and tax is decreased to (101.77) Crores in financial year 2014-15 as against Rs. 23.42 Crores in financial year 2013 14.

3. State of affairs of the Company

During the first half of the financial year there was complete mismatch in purchase price of raw material and selling price of finished goods. This has resulted in operational losses. We were expecting a good season to start from October 2014. However due to unseasonal rains the crop was badly damaged and there was complete failure of soya crop in Vidarbha Region and adjourning areas. Under such situation not only our plant but several other plants of the region have closed their operations. Further in view of the un-remunerative price offered by MSEDCL, the operations of the power plants have also become unviable forcing us to close the plant.

4. Change in the nature of business

During the year under review there was no change in the nature of the business of the Company.

5. Dividend

In view of losses, your directors do not recommend any dividend for the current year under review

6. Unclaimed dividend

The dividend(s) declared by the Company which remain unpaid / unclaimed for a period of Seven (7) years are required to transferred to the Investor Education & Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013. The Members are, therefore, requested to claim their unclaimed dividend, if any declared for the Financial Year 2008- 09.

In compliance to the provisions of section 125, the dividend for the Financial Year 2007-2008 declared at Annual General Meeting held on 28th July, 2008 remaining unclaimed is transferred to the Investor Education & Protection Fund (IEPF) on 11th August, 2015 and the Company has duly filed E-Form 1INV dated 18th August, 2015 Successfully with the MCA Authorities.

7. Share Capital

The paid-up Equity Share Capital as at March, 31, 2015 stood at Rs. 170,89,31,700.00/-. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares

8. Directors and Key Managerial Personnel

- Mr. Prashant Govindrao Duchakke, Executive Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

- In order to comply with the provisions of Section 203 and other applicable provisions (if any) of the Companies Act, 2013, The Company has appointed Sameer Y Damle, Executive Director of the Company as Chief Financial Officer and designated as Key Managerial Personnel of the Company with effect from 14th August, 2014.

- Mrs. Manik Anil Lonkar has been appointed as Director of the Company with effect from 7th January, 2015.

- In order to comply with the provisions of Section 149 (4) and other applicable provisions (if any) of the Companies Act, 2013 and the Companies (Appointment and qualification of Directors) Rules, 2014 the Company has appointed following Non Executive Directors as Independent director of the Company with effect from t January, 2015:

Mr. Vishnu Dattatraya Bhagade - Independent Director

Mr. Sudhakar Ramchandra Khankhoje- Independent Director

Mr. Ashok Narayan Deshpande - Independent Director

Mr. Prakash Dattatraya Mujumdar* - Independent Director

- Mrs. Vandana Sanghi has resigned from the Post of Company Secretary of the Company with effect from 1st June, 2015 and Ms. Sneha Shrivastava, Associate member of The Institute of Company Secretaries of India has been appointed as the Company Secretary and designated as Key Managerial Personnel of the Company with effect from 1st June, 2015 under Section 203 of the Companies Act, 2013.

*Mr. Prakash Dattatraya Mujumdar, Non-Executive and Independent Director of the Company has resigned from the directorship of the Company with effect from 17th June, 2015.

9. External Rating

Your Company has appointed Credit Analysis & Research (CARE) Ltd. for rating of its various credit facilities. The rating of your Company has been revised from "CARE BB" (Double B) to "CARE D"(Single D) for Long Term facilities and "CARE A 4" (A Four) to CARE D (Single D) for short term facilities.

10. Insurance

All the assets (Movable/Immovable) of your Company are adequately insured. Similarly all the employees and workers of your Company are also covered under Accidental and Mediclaim Insurance as well as under Worskmen Compensation Policy.

11. Particulars of Employees

Particulars of employees pursuant to Section 196 & 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

In terms of the provisions of the Section 136(1) of the Companies Act, 2013 the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the corporate office of the Company at Nagpur during working hours and any member interested in obtaining such information may write to the Company Secretary atleast 7(Seven)days prior to the Annual General Meeting and the same will be furnished on request.

12. Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

13. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 as a part of this Annual Report as "ANNEXURE I"

14. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

15. Particulars of contracts or arrangements with related parties

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties entered are disclosed in Form AOC-2 as "ANNEXURE II" attached to this report.

16. Company's Policy on Directors' Appointment and Remuneration

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is given as "ANNEXURE III" to this Report.

17. Information forming part of the Directors' Report pursuant to Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as "ANNEXURE IV" to this report

18. Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2015 your Company has two(2) Wholly Owned Subsidiaries (WOS) viz. "RPL International Trade FZE" & "RPL (HK) Foods & Feed Corporation Limited" incorporated outside India and three(3) Associate Companies viz. "Rasoya Foods and Drinks Private Limited", "Ivory Exports Private Limited" and "Eiravat Tradelinks Private Limited" pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiaries is given in Form AOC-1 as "ANNEXURE V" to this Report.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Corporate Office of the Company during the working hours. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiary.

19. Declaration by an Independent Directors)

All the Independent Directors confirmed that they have met the criteria of independence as required under Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

20.Cash flow Statement

The Cash flow statement for the year ended 31st March, 2015 is attached to the Balance Sheet.

21. Statutory Auditors

The Auditors, M/S. V.N. Bhuwania & Co., Chartered Accountants, Mumbai (ICAI Firm Registration Number: 101482W) retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment for a period of Three Years from the conclusion of this Annual General Meeting [AGM] till the conclusion of the Annual General Meeting to be held in the year 2017 subject to ratification of their appointment at every Annual General Meeting of the Company.

22. Statutory Auditors' Report

The Auditors' Report contains qualifications and the Company has given its comments on Auditors' Qualified Opinion for the Financial Year 2014-15. The details are mentioned here under:

Qualified Opinion (a)

Sales transactions of Soya DOC amounting to Rs. 69.83 Crores as pointed out by the Auditors are the Ex- factory sales made to the new purchasers out of the return goods received from earlier purchaser. The necessary supporting documents related to above sales such as Sales Invoice, Delivery Order, Weighment Slips, Security records Regarding purchases of Rs. 24 Crores of Soayabean Seeds made from unregistered dealers (URD), the necessary supporting documents such as ERP System generated relevant Contract Notes /Purchase Orders, Weighment Slips, Goods Received Notes /DOs have been made available to the auditors. The Sauda Kacchi Chitthi instead of invoices is issued by the URD Traders as per the prevailing trade practices related to Agro based commodity.

Qualified Opinion (b)

As mentioned in para (ii) (c) of the Annexure to audit Report regarding complete trail of supporting documents related to sales and purchases and it's impact on stock records, the clarification has been given in para (a) above.

As mentioned in para (iv) of the Annexure to audit Report regarding inadequate internal control system commensurate with the size of the company and it's nature of business with regards to purchase of inventories, sale of goods and services, inventory management, debtors and creditors management- the clarification has been already given in para (a) above.

Qualified Opinion (c)

Since the company has furnished the Corporate Guarantee to Bank of Baroda on behalf of the seed suppliers and the Liability of Rs. 19.99 Crores for Repayment to Bank of Baroda has been crystalised due to nonpayment of Bills Discounted by the respective Borrowers/seed suppliers on respective due date, towards the Seed supplies made to the Company.

The Bills Discounting Facility is availed by the respective Seed Suppliers in individual capacity from Bank of Baroda and not by the company , hence question of the having the Bank statements for the said facility with the company does not arise.

Therefore, the company is not in a position to furnish any Bank Statement for said crystallized liability under Corporate Guarantee furnished to Bank of Baroda.

Qualified Opinion (d)

Foreign Exchange Gain Rs. 29 Crores has not been recognized in accordance with AS 11, as same pertains to the o/s loan to WOS at Sharjah which is not likely to be repaid by the WOS in near future since the said funds have been earmarked for overseas operations of the company.

23. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is applicable to the Company for the FY 2014-15. In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies Audit and Auditors) Rules, 2014, the Board of Directors of your Company has appointed, on the recommendations of audit committee M/s. SNM & Associates, Cost Accountants, Nagpur, as Cost Auditors to conduct the audit of cost records of your company for the financial year 2015-16.

The Cost Auditors have furnished a Certificate of their eligibility for appointment Under Section 148 of the Companies Act 2013, Certificate for independence and arms length relationship with the Company and are not disqualified for such appointment.

The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

24. Cost Auditor's Report

The Company is in receipt of Cost Audit Report pertaining to Financial Year 2013-14 from M/S SNM & Associates, Cost Accountants, pursuant to the Circular of Corporate Affair (MCA).

There are no observations or qualifications or adverse remarks in the Cost Auditor's Report which needs further comments or clarifications and the notes to accounts are self explanatory

25. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointedM/s. R. A. Daga & Co., Practicing Company Secretary, Nagpur to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditors is enclosed as "ANNEXURE VI" to this report.

26. Internal Audit & Controls

The Company continues to engage M/s. S. Chakravarthy & Associates, Chartered Accountants, Nagpur as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor's findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

27. Vigil Mechanism/Whistle Blower Policy

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy has been established by the Company to provide appropriate avenues to the employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company. The Vigil Mechanism/Whistle Blower Policy has been uploaded on the website of the Company at wwwrasoyaproteins.in under investors /Whistle Blower Policy link.

28. Events occurring after the balance date:

There are no significant events occurred after the Balance Sheet date which have adverse material impact on financial statement or otherwise.

29. Risk management Policy and Report:

Your company has taken adequate measures to mitigate the risks associated with the various risks impacting the Company which includes the identification of various elements of risk impacting the company and mitigation of the same.

30. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statments relate and the date of the report

During the year under review, a fire accident has occurred on 27th April, 2015 at the unit situated at Malkapur in which the Soyabean seed stored in one of the Silos was damaged and destroyed. The total estimated loss as per the primary assessment is Rs. 34 Crores. The necessary steps have been taken and a surveyor has been appointed by the insurance company. The assessment and survey proceedings are under process and not yet completed.

31. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

Your Company had laid down set of standards, processes and structures which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively.

32. Deposits

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

33. Particulars of loans, guarantees or investments under Section 186 Details of Loans:

Sr. No Date of Details of Amount Purpose for making Borrower which the loan loan is to be utilized by the recipient

Not Applicable

Date of making loan Time Date of Date of SR Rate of Security period BR (if reqd) Interest for which it is given

Not Aplicable

Details of Investments:

SL Date of Details of Amount Purpose for which the No investment Investee proceeds from investment is proposed to be utilized by the recipient

1. 29/09/2014 RPL (HK) 79,968 Investment in Capital Of RPL Foods & (HK) Foods & Feed Feeds Corporation Limited (WoS) Corporation Ltd.

Date of investment Date of BR Date of SR Expected rate (if reqd) of return

29/09/2014 20/09/2014 N.A. --

Details of Guarantee / Security Provided:

SL Date of providing Details of Amount Purpose for No security/guarantee recipient which the security/guarantee is proposed to be utilized by the recipient

Not Applicable

Date of Providing security/ guarantee Date of Date of SR Commission BR (if any)

Not Applicable

34. Corporate Governance Certificate

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/applicable laws. The Company has been proactive in following the principles and practice of good corporate governance. The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange are complied with.

A separate statement on corporate governance is enclosed as a part of the Annual Report along with the Auditor's Certificate on its compliancef. A Management Discussion and Analysis Report also attachedtherewith and the Report on Corporate Governance is given as "ANNEXURE- VII" and form part of this report.

35. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee (ICC) to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and setup the Committee for the implementation of the said policy. The Company is fully committed to uphold and maintain the dignity of every women working in the Company.

During the year under review the Company has not received any complaint of har

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

Due to non availability of basic raw material the solvent extraction plants were not fully operational and as a result the captive power plant was shut down. Hence Conservation of energy and Technology absorption are not applicable.

(a) Conservation of energy: Not Applicable

(b) Technology absorption: Not Applicable

(c) Foreign exchange earnings and Outgo:

During the year, the total foreign exchange used was Rs. 16.89 Lac and the total foreign exchange earned was Rs. 2575.97 Lac.

37.Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

During the year under review 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.

38. Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and approved the CSR Policy for the same.

Having regard to the Second proviso of Section 135 (5) of the Companies Act, 2013 the valid reason for not spending the amount on CSR Activities is that the Company is facing acute Liquidity Crunch as its main activity of Solvent Extraction could not be carried out due to non availability of the main Raw Material Soyabean Seed and as a consequence the Company's Power Plant has also been shut down during the FY 2014-15. Therefore, the Company is not even in a position to meet its day to day expenses and deposit the various Statutory dues. The various Bank Loan Accounts of the Company have turned into NPA.

In view of the above facts, it was extremely difficult for the Company to spend any amount towards the CSR activities during the FY 2014-15.

39. Human Resources

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis.

40. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(a) in the preparation of the annual accounts, 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

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.

(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.

41. Voting through Electronic Means

Pursuant to Section 108 of the Companies Act, 2013 and Clause 35B of the amended Listing Agreement, your Company has taken necessary steps to make available the facility provide to its members the facility to exercise their right to vote by Electronic means for the transactions which require approval through Postal Ballot.

42. Listing of Shares

During the period under review the Shares of the company are listed on The Bombay Stock Exchange Limited and also on The National Stock Exchange of India Limited

The particulars of the name and address of the Stock Exchange is as follows:

Sr. Name of the Stock Exchange where the Address of the Stock Listing Fees No shares of the company is listed Exchange

1 The Bombay Stock Exchange Limite P.J. Towers Dala Street Paid for the financial year Mumbai. 400023 2014-15

2 The National Stock Exchange of India Limited Exchange Plaza, Bandra Paid for the financial year Kurla Complex, Bandra (E) 2014-15 Mumbai-400051

43. Dematerilization of Company's Shares:

Your company has provided the facility to its share holders for dematerialization of their shareholding by entering into an agreement with The National Securities Depository limited (NSDL) and Central Depository Services (India) limited (CDSL). The ISIN number allotted to the company is (INE904G01038) Further the Annual custodian charges for the financial year 2014-15 have been paid to NSDL and CDSL.

Acknowledgement

Your Directors wish to place on record their appreciation and sincere thanks to all government agencies, banks, shareholders, vendors and other related organizations, who through their continued support and co- operation, have helped, as partners, in your Company's progress. Your Directors also acknowledge the hard work, dedication and commitment of the employees.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS, Sd/-

(Anil Narayan Lonkar)

Date: 14th August, 2015 CEO & MANAGING DIRECTOR

Place: Nagpur DIN: 00282816

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Mar 31, 2014

The Director''s have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS:

Particulars Financial Year (Amount in Crores)

Standalone Consolidated

2013-14 2012-13 2013-14 2012-13

Net Revenue from operations 1196.75 946.36 1686.17 1469.45

Other Income 7.40 7.45 7.40 1.55

Total Expenditure 1129.20 903.95 1591.66 1390.03

Interest 37.66 28.11 42.79 28.11

Profit after interest but before Depreciation and taxes 48.19 30.16 70.01 61.26

Depreciation 10.90 8.41 10.90 8.41

Provision for Taxation (Including Deferred Tax ) 5.13 1.08 5.13 1.08

Net profit After Current Year Tax 32.15 20.67 53.98 51.77

Short Provision of Tax (Earlier Year) O.00 O.00 0.00 0.00

Net Profit 32.15 20.67 53.98 51.77

Transfer of profit to General Reserve 0.00 O.00 0.00 0.00

Paid Up Capital 170.89 170.89 170.89 170.89

Reserves Excluding Revaluation Reserves 235.77 150.43 302.64 258.51

Earnings Per Share (Basic) 0.19 0.35 0.32 0.87

Earnings Per Share (Diluted) 0.19 0.35 0.32 0.87

Face Value per Share 1.00 1.00 1.00 1.00

PERFORMANCE REVIEW:

STANDALONE:

During the year under review, the company''s net revenue from operations is Rs. 1196.75 Crores as against Rs 946.36 Crores in the previous year. Profit after interest but before depreciation and tax has increased from Rs.30.16 Crores in year 2012-13 to Rs. 48.19 Crores in year 2013-14.

CONSOLIDATED:

During the year under review the company''s net revenue from operations is Rs. 1686.17 Crores as against Rs 1469.45 Crores in the previous year 2012-13. Profit after interest but before depreciation and tax has increased from Rs.61.26 Crores in the previous year 2012-13 to Rs 70.01 Crores in year 2013-14.

DIVIDEND:

In view of the expansion program being currently undertaken by the company, your directors do not recommend any dividend for the current year under review.

UNCLAIMED DIVIDEND:

The Dividends declared by the Company which remain unpaid / unclaimed for a period of Seven (7) years are required to transferred to the Investor Education & Protection Fund ( IEPF) established by the Central Government pursuant to Section 125 of the the Companies Act, 2013. The Members are, therefore, requested to claim their unclaimed Dividend , if any declared for the financial years, 2006 - 07, 2007- 08, 2008- 09 In compliance to the provisions of section 125, the dividend for the Financial Year 2006- 2007 declared at Annual General Meeting held on 15th June, 2007 remaining unclaimed is due for transfer on 15thJune2014.

DIRECTORS:

In accordance with the provisions of section 152 of the new Companies Act 2013 Mr. Sameer Y. Damle, the Executive Director of the company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Further, Mr. A. K. Singh Executive Director has tendered his resignation to the Board in May, 2014. He has been associated with the Company from last 18 years. The resignation has been duly accepted by the Board. The Board places on record its sincere appreciation for the valuable services rendered by Mr. A. K. Singh during his tenure.

BUSINESS OUTLOOK:

As a result of constant pursuing of the endeavour to produce new quality products, your Company has introduced the value added products in FOOD & FEED Category in soya segment , in addition to the existing products. These products have been well accepted in the Domestic & International Market and have shown very encouraging demand. For the vegetarian population in domestic market, Soya food products which are protein rich have emerged as very good substitute to non-veg. In view of this fact , your company is setting up "SOYA NUGGET" (Soya Wadi/Soya Chunks) Plant at Village Wanjari District Wani, in FY 2014-15

Similarly, to meet the increasing domestic market demand of Edible Oil, your company is setting up New Oil Refinery at Village Wanjari, District Wani in FY2014-15tocoverthe New range of Refined oils viz. Sunflower, Cotton Seed , Rice Bran in addition to existing Soya bean Oil. The company has already launched its new product Sunflower Refined Oil in the Brand name of "SUNSAFE", which is showing very good Market response.

Due to increasing global awareness about High Protein Contents & other Nutritional values of Soyabean, the soya products/derivatives are preferred by health conscious population worldwide and are very much in demand.

Your company foresees optimistic business scenario due to increasing international & domestic demand for the various Soya Derivatives which happens to be its main business segment.

INCORPORATION OF WHOLLY OWNED SUBSIDIARY COMPANY OUTSIDE INDIA:

Your Directors are pleased to inform you that your company is in the process of formation of a wholly Owned Subsidiary Company in Honk Kong. With an object of dealing in Soya& Soya based derivatives in south East Asian Countries. The Subsidiary will come into operation in the financial year 2014-15. Your directors are of the opinion that the operations of the subsidiary will further strengthen the Company''s standing in the growing global market.

EXTERNAL RATING:

Your Company has appointed Credit Analysis & Research (CARE) Ltd. for rating of its various credit facilities. The rating of your Company has been upgraded from "CARE BB " (Double B Pius) to "CARE BBB -"(Triple B Minus) for Long Term facilities and "CARE A 4" (A Four) to CARE A3 (A Three) for short term facilities.

INSURANCE:

All the assets (Movable/Immovable) of your Company are adequately insured. Similarly all the employees and workers of your Company are also covered under Accidental and Med claim Insurance as well as under Worskmen Compensation Policy.

PARTICULARS OF EMPLOYEES:

During the year no employee whether employed for the whole year or part of the year was drawing remuneration exceeding the limit as laid down under the Companies Act, 2013 and Rules made there under which needs to be disclosed in the Director''s Report.

PUBLIC DEPOSITS:

During the financial year 2013-14, your Company has accepted Public Deposit to the tune of Rs. 33035000/- as per the provisions contained in section 58A of Companies Act 1956 read with Companies (Acceptance of Deposits) Rules 1975. The total outstanding of such Public deposits as on the Balance Sheet Date stands at Rs. 32347000/-

There were no such deposits which have matured and have not been claimed by Depositor or have not been paid by the Company after the due date.

AUDITORS:

STATUTORY AUDITORS:

The Auditors of the company M/S. V.N. Bhuwania & Co., Chartered Accountants hold office till the conclusion of ensuing Annual General Meeting and being eligible offers themselves for reappointment. They have furnished a certificate that their reappointment if made shall be within the statutory limits, and within the term specified in section 141 of the Companies Act, 2013 and they are not disqualified for appointment under the provisions of Companies Act 2013 and rules and regulations made therein.

AUDITORS REPORT.

There are no observations or qualifications or adverse remarks in the Auditor''s Report which needs further comments or clarifications and the notes to accounts are self explanatory.

COST AUDITORS:

Pursuant to provisions of section 148 of the Companies Act 2013 and the Central Government Order directing the audit of company''s cost accounts audited by the Cost Auditor who shall be the Cost Accountant, holding valid certificate of practice under the provisions of Cost & Works Accountant Act, 1959, the Board of Directors of your Company has appointed, on the recommendations of audit committee, M/s SNM & Associates, Cost Accountants, Nagpur, for conducting the Cost Audit for Financial Year 2014-15

The Cost Auditors have furnished a Certificate of their eligibility for appointment Under Section 148 of the Companies Act 2013, Certificate for independence and arms length relationship with the Company and are not disqualified for such appointment

COST AUDITORS'' REPORT:

The Company is in receipt of Cost Audit Report pertaining to Financial Year 2012-13 from M/S SNM & Associates, Cost Accountants, pursuant to the Circular No. 15/2011 Dated 11th, April, 2011 issued by Ministry of Corporate Affair (MCA). There are no observations or qualifications or adverse remarks in the Cost Auditor''s Report which needs further comments or clarifications and the notes to accounts are self explanatory.

EVENTS OCCURING AFTER THE BALANCE DATE:

There are no significant events occurred after the Balance Sheet date which have adverse material impact on financial statement, or otherwise

RISK MANAGEMENT REPORT:

Your company has taken adequate measures to mitigate the risks associated with the risk of commodity market fluctuation, fluctuations in the foreign exchange.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibilities Statement, it is hereby confirmed.

(I) That in the preparation of the annual accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

(iii) That the directors have taken proper and sufficient care 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.

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

CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company is attached. The consolidated financial statement has been prepared in accordance with the applicable accounting standards as prescribed under the Act. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

AUDIT COMMITTEE:

The company has complied with the provisions of section 177 of the Companies Act 2013 as regards formation of the Audit Committee. Its composition and recommendations if any have been included in the report of Corporate Governance which itself is a part of the Director''s Report.

DIRECTOR''S REMUNERATION:

The particulars of the remuneration paid to the directors of the Company have been disclosed under the heading "Remuneration Committee" which forms part of the Corporate Governance Report.

LOANS & ADVANCES:

Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges regarding Loans and Advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such Companies is given as under:

i) Name of Subsidiary: RPL International FZE, Sharjha

ii) Loans to Subsidiary during the year under review: Nil

iii) Maximum Outstanding during the year under review: Rs. 156.06 crores iv) Outstanding at the end of the year under review: Rs. 156.06 crores

ESTABLISHMENT OF VIGIL MECHANISM:

As per the provisions of section 177 of Companies Act, 2013 and as per amendment in the Clause 49 of Listing Agreement, your Company has started working on formulation of Vigil Mechanism /Whistle Blower Policy to provide appropriate avenues to the employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

VOTING THROUGH ELECTRONIC MEANS

Pursuant to section 108 of the Companies Act, 2013 and Clause 35B of the amended Listing Agreement, your Company is taking necessary steps to make available the facility provide to its members the facility to exercise their right to vote by Electronic means for the transactions which require approval through Postal Ballot. This facility will be made available to all the members in financial year 2014-15.

CONSERVATION OF ENERGY, TECHNOLOGYABSOPRTION AND FOREIGN EXCHANGE EARNINSGS/OUTGOINGS:

Additional information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Director''s Report:

CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Company has been proactive in following the principles and practice of good corporate governance. The company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange are complied with. A separate statement on corporate governance is enclosed as a part of the Annual Report along with the Auditor''s Certificate on its compliance. A Management Discussion and Analysis Report also attached and form part of this report

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to discharge its social responsibility as a good corporate entity. In view of this, your directors has constituted CSR Committee. Further, your Company has complied with all the provisions of section 135 of the Companies Act 2013 with regards to formation of CSR committee and other provisions, which is included in the Corporate Governance Report which is itself a part of Director''s Report.

RELATED PARTY DISCLOSURE

Disclosure as required by the Accounting Standard-18 "Related Party Disclosure" is given in Point No.44, Notes to Accounts.

LISTING OF SHARES

During the period under review the Shares of the company are listed on The Bombay Stock Exchange Limited and also on National Stock exchange limited.

The particulars of the name and address of the Stock Exchange is as follows:

Sr. Name of the Stock Exchange where the Address of the Stock Listing Fees No shares of the company is listed. Exchange

1 The Bombay Stock Exchange Limited P.J. Towers Dalai Street Paid for the financial year Mumbai- 400023 2014-15

2 The National Stock Exchange Limited Exchange Plaza, Bandra Paid for the financial year Kurla Complex, Bandra (E) 2014-15 Mumbai-400051

LISTING ON STOCK EXCHANGE OUTSIDE INDIA

The Company''s GDRs are listed on the Luxemburg Stock Exchange and the annual listing fee is being paid regularly.

DEMATERILIZATION OF COMPANY''S SHARES:

Your company has provided the facility to its share holders for dematerialization of their shareholding by entering into an agreement with The National Securities Depository limited (NSDL) and Central Depository Services (India) limited (CDSL). The ISIN number allotted to the company is (INE904G01038). Further the Annual custodian charges for the financial year 2014-15 have been paid to NSDL and CDSL.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AN FOREIGN EXCHANGE EARNINGS/OUTGOINGS:

The information pertaining to conservation of energy, technology absorptions, foreign exchange earnings and outgoing, as required under the Companies Act 2013, read with Draft Companies Rule 2013 is given as per Annexure and forms part of Director''s Report.

ACKNOWLEDGMENT

Your Directors wish to thank and acknowledge the co-operation and the assistance extended by the Government of India, Government of Maharashtra, customers, dealers, agents, supplies, Bankers, investors and the Shareholders. Yours Directors also wish to place on record deep sense of appreciation for the dedicated services rendered by all executives, staff and workers of the Company but for whose hard work and support your Company''s achievement would not have been possible.

For and on behalf of the Board of Directors,

A.N.Lonkar

(Chairman & Managing Director)

Place: Nagpur

Date: 30th May, 2014

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Mar 31, 2013

Dear Members,

The Director''s have pleasure in presenting the 21st Annual Report together with the Audited Accounts of the Company for the year ended 31 st March 2013.

FINANCIAL RESULTS:

Particulars Standalone Consolidated (Amt in Crores) (Amt in Crores)

Financial Year 2012-13 2011-12 2012-13 2011-12

Net Sales/Income from operations 946.36 798.25 1469.45 1371.02

Other Income 7.99 10.86 2.09 10.87

Total Expenditure 894.91 754.76 1381.01 1270.93

Interest 29.26 24.32 29.26 25.32

Profit after interest but before Depreciation 30.18 30.03 61.26 104.49 and taxes

Depreciation 8.41 6.47 8.41 6.47

Provision for Taxation (Including Deferred Tax) 1.08 6.39 1.08 10.62

Net profit After Current Year Tax 20.67 17.17 51.77 68.55

Short Provision of Tax (Earlier Year) 0 0.42 0 0

Net Profit 20.67 16.75 51.77 35.24

Transfer of profit to General Reserve 0 0 0 0

Paid Up Capital 170.89 53.76 170.89 53.76

Reserves Excluding Revaluation Reserves 150.43 235.77 258.51 287.56

Earnings Per Share (Basic) 0.34 1.79 0.34 1.79

Earnings Per Share (Diluted) 0.34 1.68 0.34 1.68

Cash Earnings Per Share (Basic) 0.49 2.21 0.49 2.21

Cash Earnings Per Share (Diluted) 0.49 2.11 0.49 2.11

Face Value per share Re.1/- Rs.5/- Re.1/- Rs. 5/-

Note: The face value of equity, share for Financial Year 2011-12 was Rs. 5/- per share and for Financial Year 2012-13 was Re. 1/- share after the split in share with effect from 22.03.2013

PERFORMANCE REVIEW:

Standalone:

During the year under review the company''s net income from operations is Rs 946.36 Crores as against Rs 798.14 Crores in the previous year. Profit after interest but before depreciation and tax has increased from Rs. 30.03 Crores in year 2011 -12 to Rs 30.18 Crores in year 2012-13. ,

Consolidated:

During the year under review the company''s net income from operations is Rs 1469.45 Crores as against Rs 1371.02 Crores in the previous year.

DIVIDEND:

- In view of the expansion program being currently Undertaken by the company, your directors do not recommend any dividend for the current year under review.

- TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND: The Dividends declared by the Company which remain unpaid / unclaimed for a period of Seven (7) years are required to transfer to the Investor Education & Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the Companies Act, 1956. The Members are requested to claim their unpaid / unclaimed Dividend, if any, declares and paid for the financial years, 2006 - 07,2007- 08, 2008- 09 .The details of shareholders who are entitled to get this un-claimed /un-paid dividend are annexed hereto & posted on the Company''s Website too.

DIRECTORS:

Mr. V.D.Bhagade and Mr.S.R.Khankhoje, the Directors of the company, are liable to retire by rotation at the ensuing Annual General Meeting and are being eligible, offers themselves for reappointment.

ISSUE & ALLOTMENT OF EQUITY SHARES UPON CONVERSION OF EQUITY SHARE WARRANTS, ISSUE OF BONUS SHARES AND SUBDIVISION OF EQUITY SHARES. -

1. Issue and allotment of Equity Shares upon conversion of Equity shares Warrants:

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

2. Subdivision of Equity Shares:

The equity shares of the company are listed on Bombay Stock Exchange Limited (''BSE'') & at The National Stock Exchange CNSE'') and are actively traded on both the exchanges.

In order to further improve the liquidity of company''s Shares in the stock market and to make it more affordable to the small investors, your directors considered it desirable to sub-divide each of nominal value of the Equity Shares of the company from 1 (One) Equity Share of Rs. 5/- each into 5 (Five) Equity Shares of Rs. 1/- each.

The Sub- Division becomes effective from 22nd March 2013 and pursuant to be Sub- Division, the new ISIN No. allotted to the company is INE904G01038

3. Issue of Bonus Shares:

During the year under review your Directors also decided to reward shareholders and issued and allotted Bonus Shares in the proportion of 2 (Two) new Equity Shares of the company of Re 1/- (Re One ) each for every 1 (One) existing Equity Shares of Re 1/- (Re One) each held by the shareholders on record date (22nd March 2013) by capitalizing its past profit and Free Reserves.

These shares were listed on the Bombay Stock Exchange and the National Stock Exchange

Subsequent to the allotment of shares under 1 and 3 above and sub-division of shares under 2 above , the issued, subscribed and paid up share capital of the company stands increased as at 31st March 2013 to Rs. 17089.31 Lacs represented by 170,89,31,700 equity shares of Re 1/- each fully paid up and the authorized share capital stands increased as at 31st March 2013 to Rs. 17100.00 Lacs represented by 171,00,00,000 equity shares with a Face Value of Re 1 /- each.

BUSINESS OUTLOOK :

- Expansion Project: Your directors have pleasure in informing you that during the year under review, The Company has successfully expanded their New oil repacking division and Completed the additional Go-down for its raw material / Finished Goods.

- Value Added Projects: The Aqua feed plant started its commercial operation during the last quarter of the financial year 12-13. With the starting of Corrtfnercial operation at unit Wani, your company has become one of the major Aqua Feed processing units in Vidarbha region. In addition to above, the Company had started their other valued added products such as Soya Hi-Pro, Soya Flour etc. The quality of finished products from the new unit has been well accepted in the Market within the shortest span of time.

- Value Added Project Under Capex: As mentioned in last Annual Report regarding the expansion of more business opportunity, your directors have pleasure in informing you that the company has undertaken Powder lecithin project which is a vertical Integration of existing plant / projects. Which would become commercially operational in the current financial year of 2013 -14 and will certainly offer long term economy and will improve the commercial viability of the overall operation of your company.

INSURANCE;

All the assets (Fixed/Current) of your Company are adequately insured.

INTEREST ON LOAN TO WHOLLY OWNED SUBSIDIARY:

During the financial year review, your company has further given loans to its wholly owned subsidiary "RPL International FZE Sharjha" for carrying out the trading business activity. For the Financial Year 2012-13 the company has charged interest @2.50% per annam above LIBOR on the loans given to the subsidiary from time to time as per the terms and conditions of the agreement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGOINGS:

Additional information in accordance with the provisions of Section 217 (l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming part ofthe Director''s Report:

1. CONSERVATION OF ENERGY:

a) The Company closely monitors energy-consuming equipment and makes optimum use of steam by reusing the condensates from Solvent Plant for Boiler. The measures taken above for reduction in energy consumption are expected to bring about a saving in cost of production. Total energy consumption per unit of production is as follows:

"FORMB"

Form for disclosure of particulars in respect of Technology/Absorption, Adaptation and Innovation.

A) RESEARCH AND DEVELOPMENT:

1. The Company is keeping a close watch on activities conducted by SOPA for developing and identifying new, high yielding varieties of Soya seeds. Besides this the company also carries out research & development activities for developing various values added Soya based health products.

2. The company associates with Soybean Processors Association of India (SOPA) to make quality seeds available to the farmers.

3. Apart from the above, future R&D Plans of the Company shall consist of reduction in Coal, Power and Hexane consumption per Ton of Raw materials Processed by improving the production process and/or expanding production capacity.

4. Expenditure on R&D.

Sr. PARTICULARS FINANCIAL YEAR

No. 2012-2013 2011-2012 Amount Amount (Rs Lakh) (Rs Lakh)

I) Capital Nil Nil

ii) Recurring 0.059 0.061

iii) Total 0.059 0.061

iv) As % of turnover - -

B) TECHNOLOGY ABSORTIION AND INNOVATION:

No technology has been imported by the Company as yet.

D) PARTICULARS OF EMPLOYEES:

During the year no employee whether employed for the whole year or part of the year was drawing remuneration exceeding the limit as laid down under section 217 (2 A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975 as amended.

E) PUBLIC DEPOSITS:

The Company has neither invited nor accepted any deposit during the year within the meaning of section 58 (A) of the companies Act 1956 read with the companies (acceptance of deposit) Rules 1975.

F) AUDITORS:

1. The Auditors of the company M/S. V.N. Bhuwania & Co., Chartered Accountants hold office until the conclusion of this Annual General Meeting and being eligible offers themselves for reappointment. They have furnished a certificate that their reappointment if made shall be within the statutory limits specified in section 224(1) of the Companies Act, 1956.

2. The Ministry of Corporate Affairs (MCA) vide its circular dated 2nd May ,2011 mandated all the Listed Companies to get its cost accounting records audited by the Cost Auditor who shall be the Cost Accountant, holding valid certificate of practice under the provisions ofCost&Works Accountant Act, 1959.

In this context the Company has appointed M/s SNM & Associates Cost Accountants, Nagpur, for

a) Undertaking Cost Compliance for the Financial Year 2011-12. The Cost Compliance report is attached herewith.

b) For conducting the Cost Audit for Financial Year 2012-13.

c) For conducting the Cost Audit for Financial Year 2013-14.

G) DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2 A A) of the Companies Act, 1956 with respect to Director''s Responsibilities Statement, it is hereby confirmed.

(i) That in preparation of the annual accounts for the financial year ended 31 st March, 2013; the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a fane and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) That the directors have taken proper and sufficient care 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.

(iv) That the directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

H) AUDIT COMMITTEE

The company has complied with the provisions of section 292A of the Companies Act 1956 as regards formation of the Audit Committee. Its composition and recommendations, if any, have been included in the report of Corporate Governance which itself is a part of the Director''s Report.

I) DISCLOSURE AS PER SCHEDULE XIIIOFTHE COMPANIES ACT 1956

The particulars of the remuneration paid to the directors of the Company have been disclosed under the heading "Remuneration Committee" which forms part of the Corporate Governance Report.

J) CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practice of good corporate governance. The company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange are complied with.

A separate statement on corporate governance is enclosed as a part of the Annual Report along with the Auditor''s Certificate on its compliance.

K) RELATED PARTY DISCLOSURE

Disclosure as required by the Accounting Standard-18"Related Party Disclosure" is given inNoteNo. 44 in Notes to Accounts.

L) LISTING OF SHARES

During the period under review the Shares of the company are listed on The Bombay Stock Exchange Limited and also on National Stock exchange limited.

The particulars of the name and address of the Stock Exchange is as follows:

Sr. Name of the Stock Exchange where Address of the Listing Fees No the shares of the company is listed. Stock Exchange

1. The Bombay Stock Exchange Limited P. J. Towers Paid for the Dalai Street financial year Mumbai - 400023 2013-14

2. The National Stock Exchange Limited Exchange Plaza, Paid for the Bandra Kurla financial year Complex, Bandra 2013-14 (E) Mumbai-400051

M) DEMATERILIZATION OF COMPANY''S SHARES:

Your company has provided the facility to its share holders for dematerialization of their shareholding by entering into an agreement with The National Securities Depository limited (NSDL) and Central Depository Services (India) limited (CDSL). The ISIN number allotted to the company is (INE904G01038). Further the Annual custodian charges for the financial year 2013-14 have been paid to NSDL and CDSL.

N) ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the co-operation and the assistance extended by the Government of India, Government of Maharashtra, State Bank of India, Industrial Finance Branch Nagpur, IDBI Wani, IDBI Dharampeth Branch Nagpur, Bank of India, Bank of Baroda, Karur Vysya Bank, Vijay Bank and the company''s Shareholders.

Yours Directors also wish to place on record their deep sense of appreciation for the dedicated services rendered by Executives, staff and workers of the Company.

For and on behalf of the Board of Directors,

Place : Nagpur. (A. N. LONKAR)

Date : 16.05.2013 Chairman & Managing Director

---

Mar 31, 2012

The Director's have pleasure in presenting the 20th Annual Report together with the Audited Accounts of the Company for the year ended 31 st March 2012.

FINANCIAL RESULTS:

Financial Year (Amount in Rs Lacs) Particulars 2011-12 2010-11

Net Sales/Income from operations 79825.43 41690.22

Other Income 1085.53 43.13

Total Expenditure 75476.07 39200.72

Interest 2431.96 1077.54

Profit after interest but before Depreciation and taxes 3002.93 1455.08

Depreciation 646.91 399.69

Provision for Taxation (Including Deferred Tax) 638.78 341.02

Net profit After Current Year Tax 1717.24 714.37

Short Provision of Tax (Earlier Year) 41.94 -

Net Profit 1675.30 714.37

Transfer of profit to General Reserve - -

Paid Up Capital 5376.44 4116.44

Reserves Excluding Revaluation Reserves 23576.80 18627.30

Earning Per Share (Basic) 1.79 3.24

Earning Per Share (Diluted) 1.68 2.87

Cash Earning Per Share (Basic) 2.21 5.28

Cash Earning Per Share (Diluted) 2.11 4.67

PERFORMANCE REVIEW:

During the year under review the company's net income from operations is Rs 798.25 Crores as against Rs 416.90 Crores in the previous year. Profit after interest but before depreciation and tax has increased from Rs.14.55 Crores in year 2010-11 to Rs.15.48 Crores in year 2011-12. Your company has been successful in maintaining steady performance both in terms of sales and profitability during the year under review.

DIVIDEND:

In view of the expansion program being currently undertaken by the company, your directors do not recommend any dividend for the current year under review.

DIRECTORS:

Mr. A.N. Deshpande and Mr P.D. Mujumdar, the Directors of the company, are liable to retire by rotation at the ensuing Annual General Meeting and are being eligible, offers themselves for reappointment.

SUBSCRIPTION MONEY AGAINST THE ISSUE OF EQUITY SHARE WARRANTS:

1. The Company have issued and allotted 5 8 Lacs Equity Share Warrants of Rs 10/- each at a premium of Rs.26/- per share warrants with a rights to convert each share warrants into one equity share of Rs.10/- each at a premium of Rs.26 per share to the promoters and persons other than promoters on a preferential basis on 19th December 2009. On the date of allotment the company had received 25% amount as subscription money and the balance 75% was received during the financial year 2010-11. During the financial year under review, on 30th April 2011,5800000 equity shares of Rs. 10/- each at a premium of Rs.26/- per share were issued and allotted upon conversion of 5800000 Equity share warrants of Rs. 10/- each issued at a premium of Rs.26/- per share warrants. These shares were listed on Bombay Stock Exchange.

2. During the financial year under review there was sub-division in each of the company's Equity Share of Rs. 10/- (Rupees Ten Only) each in the issued, subscribed and paid up capital of the Company into 2 (Two) Equity Shares of the Face Value of Rs. 5/- (Rupees Five Only) each fully paid up.

3. Your Directors issued and allotted 100 Lacs Equity Share Warrants of Rs 10/- each at a premium of Rs.26/- per share warrants with a rights to convert each share warrants into one equity share of Rs.10/- each at a premium of Rs.26 per share to the promoters and persons other than promoters on a preferential basis on 03.12.2010. On the date of issue the company had received 26 % amount aggregating to Rs. 932 Lacs towards subscription money. The Balance subscription amount aggregating to Rs. 2668 Lacs was supposed to be received within a period of 18 months from the date of allotment. During the financial year under review, your company received the balance subscription amount aggregating to Rs.2668.00 Lacs from the persons to whom the share warrants were allotted. Pursuant to balance subscription received and the sub-division of equity shares, the company allotted 1,36,00,000 equity shares of Rs.5/- each at a premium of Rs.13/- per share upon conversion of 1,36,00,000 Equity share warrants (erstwhile 6800000 equity share warrants of Rs.10/- each at a premium of Rs.26/- per share ) and allotted the balance 6400000 equity shares of Rs.5/- each at a premium of Rs. 13/- per share upon conversion of 6400000 equity share warrants (erstwhile 3200000 equity share warrants of Rs.10/- each at a premium of Rs.26/- per share) on 30th April 2012. Listing application has been made to Bombay Stock Exchange and the National Stock Exchange and is under process.

Subsequent to the allotment under 1 and 3 above, and sub division of shares , the share capital of the company stands increased as at 31st March 2012 to Rs.5376.44 Lacs represented by 10,75,28,780 Equity shares ofRs. 5/- each.

The aforesaid issue to promoters and the persons other than the promoters on preferential basis are being made to finance the Expansion plans, forward integration projects and for augmenting working capital requirements of the Company.

The proceeds of the issue will be/is/are utilized for capital expenditure of the proposed expansion plans, for meeting working capital requirements of the company and also for general corporate purposes. The details of amount received through the balance subscription money and the utilization of funds till 31st March 2012 is as under.

Sr. No. Details of funds received from preferential Allotment Amount in Rupee (Lacs)

1. Funds From balance 75 % subscription against the allotment of

100 Lacs Equity Warrants of Rs. 10/- each at a premium of Rs. 26/-per share warrants Rs. 2688.00 Lacs

Total Funds from Preferential Issue Rs. 2688.00 Lacs Sr.No. Details of funds utilized Amount in Rupee (Lacs)

1. Capital Expenditure on the Project Rs 2688.00 Lacs

Total Deployment ofFunds Rs. 2688.00 Lacs

SUB DIVISION OF EQUITY SHARE:

The equity shares of the Company are listed on Bombay Stock Exchange Limited ('BSE') and at National Stock Exchange ('NSE') and are actively traded on both the exchanges.

In order to improve the liquidity of the Company's shares in the stock market and to make it more affordable to the small investors, your directors considered it desirable to sub-divide each of nominal value of the Equity Share of the Company from 1 (One) Equity Share of Rs. 10/- each into 2 (Two) equity shares of Rs.5/- each.

The sub division becomes effective from 20th June 2011 and pursuant to the subdivision the New ISIN number allotted to the company is INE904G01020.

BUSINESS OUTLOOK:

- Expansion Project: Your directors have pleasure in informing you that during the year under review, the Solvent Extraction Plant and Vegetable Oil Refinery become operational in Buldhana districts of Maharashtra. With the starting of Extraction unit at Buldhana, your company has become one of the major soya processing units in Vidarbha region. The quality of finished products from the new unit has been well accepted in the Market within the shortest span of time.

- Value Added Project: With a view to expand more business opportunity, your directors have pleasure in informing you that the company has undertaken various soya based value added projects which would be commissioned in financial year 2012-13 and will certainly offer long term economy and stability to the existing operations.

INSURANCE:

All the assets (Fixed/Current) of your Company are adequately insured.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGOINGS:

Additional information in accordance with the provisions of Section 217 (l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Director's Report:

1. CONSERVATION OF ENERGY:

a) The Company closely monitors energy-consuming equipment and makes optimum use of steam by reusing the condensates from Solvent Plant for Boiler. The measures taken above for reduction in energy consumption are expected to bring about a saving in cost of production. Total energy consumption per unit of A production is as follows:

"FORMA"

Form for Disclosure of Particulars with respect to Conservation of energy.

A) POWER AND FUEL CONSUMPTION

Sr. PARTICULARS FINANCIAL YEAR

No. 2011-2012 2010-2011

1 Electricity

A) Purchased Units(K.W.H.) 810000 Units 4720206 Units

Total Amount (Rs.) Rs. 6403390 Rs. 27761300

Rate (Rs./Unit) Rs. 7.91/- Per Unit Rs. 5.88 Per Units

B) Own Generation (Net of Auxilliary) 50009 MW 46727 MW

2 Coal for generation of steam (Usage in Boiler)

Quality of Coal used:"STEAM & ROM"

Quantity (in Mt). 92325.252 55445.556

Total Cost (Rs.) Rs. 361643826.05 Rs. 175766135

Average Rate (Rs./Mt). 3917.06/Mt 3170.06/Mt

B) CONSUMPTION PERTON OF RAW MATERIAL PROCESSED (OIL SEEDS PROCESSED)

Sr. PARTICULARS FINANCIAL YEAR

No. 2011-2012 2010-2011

Weight in MT (Seed Crushing) 287809.627 162073.337

1 Electricity (Units Per MT of Input) 67.69 43.39

2 Coal / Fuel Consumption

(In MT per MT of Input) 0.060 0.100

"FORM B"

Form for disclosure of particulars in respect of Technology/Absorption, Adaptation and Innovation.

A) RESEARCH AND DEVELOPMENT:

1. The Company is keeping a close watch on activities conducted by SOPA for developing and identifying new, high yielding varieties of Soya seeds. Besides this the company also carries out research & development activities for developing various values added Soya based health products.

2. The company associates with Soybean Processors Association of India (SOPA) to make quality seeds available to the farmers.

3. Apart from the above, future R&D Plans of the Company shall consist of reduction in Coal, Power and Hexane consumption per Ton of Raw materials Processed by improving the production process and/or expanding production capacity.

4. Expenditure on R&D.

Sr. PARTICULARS FINANCIAL YEAR No. 2011-2012 2010-2011 Amount Amount (Rs Lakh) (Rs Lakh)

I) Capital Nil Nil

ii) Recurring 0.061 0.060

iii) Total 0.061 0.060

iv) As % of turnover - -

B) TECHNOLOGYABSORTIION AND INNOVATION:

No technology has been imported by the Company as yet.

C) FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

Sr. Earning/ Foreign Amount Amount in No. Outgoings Currency Foreign Indian Rupees Remarks Currency (in Lacs)

(a) Earnings USD 1004800 553.51 Export Sales

(a) Earnings Euro 26208 16.77 Export Sales

Total Earnings 570.28

(a) Outgoings USD 23713 12.10 GDR Issue Expenses, Travelling Expenses, Professional Fees

(b) Outgoings Euro 8929.20 5.99 GDR Issue Expenses,

Travelling Expenses, Professional Fees

Total Outgoings 18.09

D) PARTICULARS OF EMPLOYEES :

During the year no employee whether employed for the whole year or part of the year was drawing remuneration exceeding the limit as laid down under section 217 (2A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975 as amended.

E) PUBLIC DEPOSITS:

The Company has neither invited nor accepted any deposit during the year within the meaning of section 58 (A) of the companies Act 1956 read with the companies (acceptance of deposit) Rules 1975.

F) AUDITORS:

The Auditors of the company M/S. V.N. Bhuwania & Co., Chartered Accountants hold office until the conclusion of this Annual General Meeting and being eligible offers themselves for reappointment. They have furnished a certificate that their reappointment if made shall be within the statutory limits specified in section 224( 1) of the Companies Act, 1956

G) DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director's Responsibilities Statement, it is hereby confirmed.

(i) That in the preparation of the annual accounts for the financial year ended 31 st March, 2012; the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

(iii) That the directors have taken proper and sufficient care 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.

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

H) AUDIT COMMITTEE :

The company has complied with the provisions of section 292A of the Companies Act 1956 as regards formation of the Audit Committee. Its composition and recommendations if any have been included in the report of Corporate Governance which itself is a part of the Director's Report.

I) DISCLOSURE AS PER SCHEDULE XIII OF THE COMPANIES ACT 1956:

The particulars of the remuneration paid to the directors of the Company have been disclosed under the heading "Remuneration Committee" which forms part of the Corporate Governance Report.

J) CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practice of good corporate governance. The company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange are complied with.

A separate statement on corporate governance is enclosed as a part of the Annual Report along with the Auditor's Certificate on its compliance.

K) RELATED PARTY DISCLOSURE:

Disclosure as required by the Accounting Standard-18"Related Party Disclosure" is given in Note No. 43.

L) LISTING OF SHARES:

Shares of the company are listed on The Bombay Stock Exchange Limited. Further During the financial year under review, shares are also listed on National Stock exchange limited and available for trading with effect from 12th December 2011.

The company has applied to both the stock exchange for listing of 1,36,00,000 equity shares of Rs.5/- each issued and allotted in March 2012 at a premium of Rs. 13/- per share upon conversion of 1,36,00,000 Equity share warrants (erstwhile 6800000 equity share warrants of Rs. 10/- each at a premium of Rs.26/- per share) and the application is under process as on 31st March 2012.

The particulars of the name and address of the Stock Exchange is as follows.

Sr. Name of the Stock Exchange where Address of the Listing Fees No the shares of the company is listed.Stock Exchange

1. The Bombay Stock Exchange Limited P. J. Towers Paid for the Dalai Street financial year Mumbai - 400023 2012-13

2. The National Stock Exchange Limited Exchange Plaza, Paid for the Bandra Kurla financial year Complex, Bandra 2012-13 (E) Mumbai-400051

M) DEMATERILIZATION OF COMPANY'S SHARES :

Your company has provided the facility to its share holders for dematerialization of their shareholding by entering into an agreement with The National Securities Depository limited (NSDL) and Central Depository Services (India) limited (CDSL). The ISIN number allotted to the company is (INE904G01020). Further the Annual custodian charges for the financial year 2012-13 have been paid to NSDL and CDSL.

N) ACKNOWLEDGEMENT:

Your Directors wish to thank and acknowledge the co-operation and the assistance extended by the Government of India, Government of Maharashtra, State Bank of India, Industrial Finance Branch Nagpur, IDBI Wani, IDBI Dharampeth Branch Nagpur, Bank of India Corporate Banking Branch Nagpur, Bank of Baroda, Karur Vysya Bank, and the Shareholders.

Yours Directors also wish to place on record their deep sense of appreciation for the dedicated services rendered by Executives, staff and workers of the Company.

For and on behalf of the Board of Directors,

(A. N. LONKAR) Place : Nagpur.

Chairman & Managing Director Date : 30.05.2012

---

Mar 31, 2011

Dear members,

The Director's have pleasure in presenting the 19th Annual Report together with the Audited Accounts of the Company for the year ended 31 st March 2011.

FINANCIAL RESULTS:

FINANCIAL YEAR (Rs. in Lacs) PARTICULARS 2010-2011 2009 - 2010

Net Sales/Income from operations 42800.97 36716.81

Other Income 43.78 10.33

Total Expenditure 40312.13 34940.76

Interest 1077.54 538.94

Profit after interest but before Depreciation and taxes 1455.08 1247.44

Depreciation 399.69 137.25

Provision for Taxation (Including Deferred Tax) 341.02 241.37

Net profit After Current YearTax 714.37 868.92

Short Provision of Tax (Earlier Year) - 3.74

Net profit 714.37 865.08

Transfer of profit to General Reserve - -

Paid Up Capital 4116.44 2027.30

Reserves Excluding Revaluation Reserves 18627.30 5617.16

Earning Per Share (Basic) 3.24 3.54

Earning Per Share (Diluted) 2.87 2.95

Cash Earning Per share (Basic) 5.28 4.63

Cash Earning Per Share (Diluted) 4.67 3.85

Dividend - -

PERFORMANCE REVIEW:

During the year under review the company's net income from operations is Rs 428.01 Crores as against Rs 367.17 Crores in the previous year. Profit after interest but before depreciation and tax has increased from Rs. 12.47 Crores in year 2009-10 to Rs.14.55 Crores in year 2010-11. Your company has been successful in maintaining steady performance both in terms of sales and profitability during the year under review.

DIVIDEND:

In view of the expansion program being currently undertaken by the company, your directors did not recommend any dividend for the current year under review.

DIRECTORS:

Mr. S.R. Khankhoje and Mr Vishnu Bhagade, the Directors of the company, are liable to retire by rotation at the ensuing Annual General Meeting and are being eligible, offers themselves for reappointment.

SUBSCRIPTION MONEY AGAINSTTHE ISSUE OF EQUITY SHARE WARRANTS :

Your Directors issued and allotted 58 Lacs Equity Share Warrants of Rs 10/- each at a premium of Rs.26/- per share warrants with a rights to convert each share warrants into one equity share of Rs.10/- each at a premium of Rs.26 per share to the promoters and persons other than promoters on a preferential basis on 19th December 2009. On the date of allotment the company had received 25% amount as subscription money and the balance 75% was supposed to be received within a period of 18 months from the date of allotment.

During the financial year under review your company received balance 75% subscription aggregating to Rs. 15.66 crores. However the allotment of 58 Lacs equity shares of the company is made on 30th April 2011. As the allotment is made after 31 st March 2011, there is no impact on capital of the company.

Further Your Directors issued and allotted 100 Lacs Equity Share Warrants of Rs 10/- each at a premium of Rs.26/- per share warrants with a rights to convert each share warrants into one equity share of Rs.10/- each at a premium of Rs.26 per share to the promoters and persons other than promoters on a preferential basis on 03.12.2010 On the date of allotment the company had received 25% amount as subscription money.

The aforesaid issue to promoters and the persons other than the promoters on preferential basis is being made to finance the Expansion plans, forward integration projects and for augmenting working capital requirements of the Company.

The proceeds of the issue will be/is utilized for capital expenditure of the proposed expansion plans, for meeting working capital requirements of the company and also for general corporate purposes. The details of amount received through the balance subscription money and the utilization of funds till 31 st March 2011 is as under.

Sr* Details of funds received from preferential Amount in Rupee No Allotment (lacs)

1 Funds From balance 75% subscription against the allotment of 58 Lacs Equity Warrants of Rs.10/- each at a premium of Rs.26/- per share warrants Rs. 1566.00

2 Funds From 25% subscription against the allotment of 100 Lacs Equity Warrants of Rs.10/- each at a premium of Rs.26/- per share warrants Rs.900.00

Total Funds from Preferential Issue Rs. 2466.00

Sr. Amount in Rupee Details of funds uti lzed No. (Lacs)

1 Capital Expenditure on the Project Rs. 1045.20

2 General Corporate Purpose/Working Capital Rs.1420.80

Total Deployment of Funds Rs. 2466.00

ISSUE OF GLOBAL DEPOSITARY RECEIPTS (GDRs):

Pursuant to the approvals obtained by the company and in accordance with the applicable law including the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipts Mechanism ) Scheme, 1993 as amended the Global Depository Receipts(GDR) Offer of the company for 1044571 GDRs opened for subscription on 24.02.2011 at a price of USD 30.63 per GDR representing 20 equity shares. The pricing of the GDR as per the pricing formula prescribed under Clause 5(4)(D) of the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipts Mechanism ) Scheme, 1993 as amended was Rs. 70 /- per equity share and the relevant date for this purpose was 24.02.2011. Upon opening the GDR issue for USD 31995209.73 was fully subscribed and the company received USD 31995209.73 towards the subscription money.

Upon receipt of the subscription money, the Issue Committee at its meeting held on 01.03.2011, issued and allotted 20891420 fully paid equity shares @ Rs. 10/- each at a premium of Rs.60/- per share to the Bank of New York Mellon (being the depository) in the lieu of the Global Depository Receipts issued. The GDR's are listed at the Luxembourg Stock Exchange.

The board intends to use the proceeds raised through the GDR issue for future expansion, modernization of existing facilities, augmenting working capital requirement, acquisition in India/abroad, investments into subsidiary company, import of capital goods and other associated cost and activities. On the balance sheet date the board has not yet finalized the specific allocation for each area of activity in India and Abroad. The proposed plans may result outlay in foreign currency. The specific outlay in foreign currency and residual remittance of proceeds in India cannot be quantified as on balance sheet date. The proceeds received from the GDR issue are for the time being parked in the form of Short Term Deposit with overseas bank. The fixed deposit is initially recorded at the exchange rate prevalent on the date of transaction and the same is translated according to the exchange rate prevalent on the balance sheet date. The company has recognized the resultant exchange rate difference in the "Foreign Currency Translation Reserve A/c".

GDR Issue expenses : GDR issue expenses are adjusted against Securities Premium in accordance with Section 78 of the Companies Act, 1956.

Security Premium Account: The security premium account is recorded at the rate prevalent on the date of allotment of GDRs.

BUSINESS OUTLOOK:

Power Project : vour Directors have pleasure in informing that the Co-generation captive power plant with a capacity of 10 MYV, which was successfully commissioned during the last financial year, has now commenced the commercial operation from 02.09.2010 Although the plant was ready for commercial power generation the generation could not be started from April 2010 as the MSEDCL has provided the power transmission line in September 2010 for power evacuation.

During the financial year under review the sales revenue generated from power plant represents only six months operations whereas the expenses for the full financial year is charged to revenue in compliance with the provisions of Companies Act and applicable accounting standards. The company expects long term economy through the use of captive power and steam in its overall operations.

Expansion Project: The Directors are pleased to inform you that the company's expansion project of New Soya Solvent Extraction Plant & Oil Refinery along with Lecithin plant and other value added products at Taluka- Malkapur, Dist- Buldhana (M.S) is in full swing and the commercial production is expected to start by June 2011.

Marketing and Brand Building : During the current year under review, your Company has started selling of whole wheat chakki atta under the Brand name "MEJWANI" in various pack size. Presently, in the first phase the brand is launched in Vidarbha Region and would be launched in the rest part of Maharashtra in the coming financial year. The company is taking rigorous efforts in marketing and brand building of Refined Soya oil and Atta. The refined oil brand "RASOYA" is now well established in market and the proportion of branded oil sales is increasing year after year through the strong distribution network. The company has undertaken plan for extensive promotional, marketing and brand building exercise through electronic and print media.

Incorporation of wholly owned subsidiary company at Sharjha FZE : During the year your company has formed its wholly owned subsidiary company at Free zone establishment Sharjha, UAE under the name "RPL International Trade FZE" with an object to do trading in edible oil and other soya value added products. The commercial activity of the subsidiary company is expected to start from July 2011.

INSURANCE:

All the assets (Fixed/Current) of your Company are adequately insured.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGOINGS:

Additional information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Director's Report:

1. CONSERVATION OF ENERGY:

a) The Company closely monitors energy-consuming equipment and makes optimum use of steam by reusing the condensates from Solvent Plant for Boiler. The measures taken above for reduction in energy consumption are expected to bring about a saving in cost of production. Total energy consumption per unit of production is as follows:

A) RESEARCH AND DEVELOPMENT:

1. The Company is keeping a close watch on activities conducted by SOPA for developing and identifying new, high yielding varieties of Soya seeds. Besides this the company also carries out research & development activities for developing various Value added Soya based health products.

2. The company associates with SOPA to make quality seeds available to the farmers.

3. Apart from the above, future R&D Plans of the Company shall consist of reduction in Coal, Power and Hexane consumption per Ton of Raw materials Processed by improving the production process and/or expanding production capacity.

4. Expenditure on R&D.

Sr FINANCIAL YEAR (Rs. in Lacs) PARTICULARS No 2010-2011 2009 - 2010

1. Capital Nil Nil

2. Recurring 0.060 0.057

3. Total 0.060 0.057

4 As % of turnover - - B) TECHNOLOGY ABSORPTION AND INNOVATION : No technology has been imported by the Company as yet.

D) PARTICULARS OF EMPLOYEES :

During the year no employee whether employed for the whole year or part of the year was drawing remuneration exceeding the limit as laid down under section 217 (2A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975 as amended.

E) PUBLIC DEPOSITS:

The Company has neither invited nor accepted any deposit during the year within the meaning of section 58 (A) of the companies Act 1956 read with the companies (acceptance of deposit) Rules 1975.

F) AUDITORS:

The Auditors of the company M/S. V.N. Bhuwania & Co., Chartered Accountants hold office until the conclusion of this Annual General Meeting and being eligible offers themselves for reappointment. They have furnished a certificate that their reappointment if made shall be within the statutory limits specified in section 224(1) of the CompaniesAct, 1956.

G) DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director's Responsibilities Statement, it is hereby confirmed.

(i) That in the preparation of the annual accounts for the financial year ended 31 st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of tne state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) That the directors have taken proper and sufficient care 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.

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

H) AUDIT COMMITTEE

The company has complied with the provisions of section 292Aof the CompaniesAct 1956 as regards formation of the Audit Committee. Its composition and recommendations if any have been included in the report of Corporate Governance which itself is a part of the Director's Report.

I) DISCLOSUREASPERSCHEDULEXIIIOFTHECOMPANIESACT1956

The particulars of the remuneration paid to the directors of the Company have been disclosed under the heading "Remuneration Committee" which forms part of the Corporate Governance Report.

J) CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practice of good corporate governance. The company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange are complied with.

A separate statement on corporate governance is enclosed as a part of the Annual Report along with the Auditor's Certificate on its compliance.

K) RELATED PARTY DISCLOSURE

Disclosure as required by the Accounting Standard-18"Related Party Disclosure" is given in Schedule "1" (Point No. 14) Notes to Accounts.

L) LISTING OF SHARES

During the year the company listed 20891420 number oi' equity shares representing 1044571 number of Global Depositary Receipts Subsequent to the allotment the total paid up share capital of the company now listed or. Bombav Stock Exchange is Rs, 411643900 represented by 41164390 Equity shares of Rs.10/- each The Shares of thr company continue to De listed on The Bomoay Stock Exchange Limited. Listing fees for the financial year 2011 -12 has been paid to the Bombay Stock Exchange limited in advance. The particulars of the name and address of tne Stock Exchange is as follows.

Sr. Name of the Stock Exchange where Address of the No. the shares of the company is listed Stock Exchange Listing Fees

1. The Bombay Stock Exchange Limited P.J. Towers Daial Street Paid for the financial Mumbai - 400023 year 2011-12

M) DEMATERILIZATION OF COMPANY'S SHARES

Your company has provided the facility to its share holders for dematerialization of their shareholding by entering into an agreement with The National Securities Depository limited (NSDL) and Central Depository Services (India) limited (CDSL). The ISIN number allotted to the company is (INE904G01012). Further the Annual custodian charges for the financial year 2011 -12 have been paid to NSDL and CDSL.

N) ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the co-operation and the assistance extended by the Government of India, Government of Maharashtra, State Bank of India, Industrial Finance Branch Nagpur, IDBI Wani, IDBI Dharampeth Branch Nagpur, Bank of India Corporate Banking Branch Nagpur, Bank of Baroda, Karur Vysya Bank, Technology Development Board, New Delhi; Ministry of food processing Industry and the Shareholders.

Yours Directors also wish to place on record their deep sense of appreciation for the dedicated services rendered by Executives, staff and workers of the Company.

For and on behalf of the Board of Directors of

Rasoya Proteins Ltd.,

Place: Nagpur (A.N.LONKAR)

Date: 30th May 2011 Chairman & Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Accounts of the Company for the year ended 31 st March 2010.

FINANCIAL RESULTS :

FINANCIAL YEAR (Rs. in Lacs) PARTICULARS 2009 - 2010 2008 - 2009 Net Sales/Income from operations 37005.06 28833.40 Other Income 10.33 37.25 Total Expenditure 35767.95 27226.91 Interest 393.32 559.31 Profit after interest but before Depreciation and taxes 1247.40 1084.43 Depreciation 233.40 130.46 Provision for Taxation (Including Deferred Tax and FBT) 241.38 226.30 Net profit After Current Year Tax 772.66 727.67 Short Provision of Tax (Earlier Year) 3.74 137.39 Net profit 768.92 590.28 Transfer of profit to General Reserve 0.00 0.00 Paid Up Capital 2027.30 1357.30 Reserves Excluding Revaluation Reserves 5617.16 3108.04 Earning Per Share (Basic) 3.54 4.35 Earning Per Share (Diluted) 2.95 4.35 Cash Earning Per share (Basic) 4.63 5.31 Cash Earning Per Share (Diluted) 3.85 5.31 Dividend Nil 10.00%

PERFORMANCE REVIEW:

During the year under review the company achieved turnover of Rs 370.05 Crores as against Rs 288.33 Crores in the previous year. Profit after interest but before depreciation and tax has increased from Rs. 10.84 Crores in year 2008-09 to Rs. 12.47 Crores in year 2009-10. Your company has been successful in maintaining steady performance both in terms of sales and profitability during the year under review.

DIVIDEND:

The company has launched further expansion programme, broadly discussed under "Future Outlook", for solvent extraction and vegetable oil refinery at Malkapur Dist. Buldhana (MS) and as such the Directors did not recommend any dividend for the current year under review.

CHANGE IN COMPOSITION OF THE BOARD OF DIRECTORS:

Your Directors propose to appoint Mr. P. D. Mujumdar as an Independent non Executive Director and also propose to appoint Mr. Sameer Damle as an Executive Director of the company in the forthcoming Annual General Meeting of the company.

PREFERENTIAL ALLOTEMENT

Your Directors issued and allotted 67 Lacs Equity Shares of Rs 10/- each at a premium of Rs.26/- per share and 58 Lacs Equity Share Warrants of Rs 10/- each at a premium of Rs.26/- per share warrants with a rights to convert each share warrants into one equity share of Rs. 10/- each at a premium of Rs.26 per share to the promoters and persons other than promoters on a preferential basis on 19th December 2009.

Subsequent to the allotment, the share capital of the company stands increased as at 31st March 2010 to Rs.2027.30 Lacs represented by 2,02,72,970 Equity shares of Rs. 10/- each. The newly issued shares have been listed on Bombay Stock Exchange.

The aforesaid issue to promoters and the persons other than promoters on preferential basis is being made to finance the Expansion plans, forward integration projects and for augmenting working capital requirements of the Company.

The proceeds of the issue will be/is utilized for initial capital expenditure of the proposed expansion plans, for meeting working capital requirements of the company and also for general corporate purposes. The details of amount received through preferential allotment and the utilization of funds till 31 st March 2010 is as under.

Sr. Amount in Rupee No. Details of funds received from preferential Allotment Remarks (Lacs) 1 Funds From allotment of 67 Lakh Equity Shares of Rs.10/- each at a premium of Rs.26/- per share Rs. 2412.00 2 Funds From allotment of 58 Lacs Equity Warrants 25% of of Rs. 10/- each at a premium of Rs.26/- Rs. 2088.00 per share warrants Lacs is Received Rs.522.00 Total Funds from Preferential Issue Rs. 2934.00

Sr. Amount in Rupee No Details of funds utilized Remarks (Lacs) 1 Total Expenditure incurred on the projects including Land, Building, Plant and Machineries, Advances to suppliers and Preliminary Expenses and Project Appraisal Rs. 1430.21 2 Deployment in Working Capital Rs. 1503.79 Total Deployment of Funds Rs. 2934.00

DIRECTORS:

Mr. Ashok Deshpande, the Director of the company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

BUSINESS OUTLOOK:

Expansion Project: The Directors are pleased to inform you that the company is expanding its soya processing capacities by setting up a new soya solvent extraction plant & oil refinery along with Lecithin plant and other value added products. The plant will be located at Taluka- Malkapur, Dist- Buldhana (M.S) and will have crushing capacity of 1000 TPD with refining capacity of 150 TPD. The plant will be based on the latest technology available in the industry and will commence commercial production by April 2011. With expansion the company intends to strengthen its position in export market for De-oiled Cake and enhance the market share in domestic edible oil market.

Power Project: Your Directors have pleasure in informing that the Co-generation captive power plant with a capacity of 10 MW is successfully commissioned during the year and the Plant is ready to generate 10 MW power. For power transmission MSEDCL has allotted the Substation at Wani and the Power transmission line from companys power project to the MSEDCL substation at Wani is also complete in all respects. The company has received all requisite approvals/ sanctions from various Government Agencies for generation and distribution of power.

As informed earlier the company has entered into Power Purchase Agreement with TATA Power Trading Company Mumbai for power sale of 7.5 MW and the remaining 2.5 MW shall be consumed as captive consumption. The grid transmission from substation to Main grid is ready except for Railway crossing which is being done by MSEDCL. We are hopeful that the work will be completed by end of May 2010. Once the ROB Work is over company can immediately start the power generation and evacuate the power through the transmission line.

Marketing and Brand Building: Your Company has taken rigorous efforts in marketing and brand building of Refined Soya oil under the brand name "RASOYA". The refining process has also been improved significantly to produce best and consistent quality of refined oil. With consistent efforts in marketing and brand building coupled with maintaining high quality, your companys market share in soya edible oil segment has increased considerably giving better margins to your company.

Proposed Cotton Spinning Unit: Your directors have dropped the diversification project of 100% cotton spinning unit proposed earlier to be set up in Yavatmal district in view of discouraging scenario in domestic as well as international Textile Sector.

INSURANCE:

All the assets (Fixed/Current) of your Company are adequately insured.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGOINGS:

Additional information in accordance with the provisions of Section 217 (l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report:

1. CONSERVATION OF ENERGY:

a) The Company closely monitors energy-consuming equipment and makes optimum use of steam by reusing the condensates from Solvent Plant for Boiler. The measures taken above for reduction in energy consumption are expected to bring about a saving in cost of production. Total energy consumption per unit of production is as follows:

"FORM A"

Form for Disclosure of Particulars with respect to Conservation of energy

A) POWER AND FUEL CONSUMPTION

Sr FINANCIAL YEAR No PARTICULARS 2009-2010 2008-2009 1 Electricity a) Purchased units (K.W.H). 65481 Units 5482349 Units Total amount (Rs). Rs. 30368903 Rs. 24780505 Rate (Rs./Unit). Rs. 5.15 Per Unit Rs.4.52 Per Unit b) Own Generation Nil Nil 2 Coal for generation of steam (Usage in Boiler) Quality of Coal used: "STEAM & ROM"Quantity (in MT). 13586.320 11150.120 Total Cost (Rs.). Rs. 34834855.24 Rs. 34298315.91 Average Rate (Rs. /MT). Rs. 2563.97 /Mt. Rs.3076.049 /Mt.

B) CONSUMPTION PER TON OF RAW MATERIALS PROCESSED (OIL SEEDS PROCESSED)

Sr FINANCIAL YEAR No. PARTICULARS 2009 - 2010 2008 - 2009 Weight in Mt. (seed Crushing) 135195.755Mt 120897.537Mt 1. Electricity (Units per MT of Input) 43.39 units per Mt 45.34 units per Mt of seed crushing of seed crushing 2. Coal/Fuel Consumption (In MT per MT of Input) 0.100 Mt 0.092 Mt per Mt of crushing per Mt of crushing

"FORMB" Form for disclosure of particulars in respect of Technology/Absorption, Adaptation and Innovation.

A) RESEARCH AND DEVELOPMENT:

1. The Company is keeping a close watch on activities conducted by SOPA for developing and identifying new, high yielding varieties of Soya seeds. Besides this the company also carries out research & development activities for developing various Value added Soya based health products.

2. The company associates with SOPA to make quality seeds available to the farmers.

3. Apart from the above, future R&D Plans of the Company shall consist of reduction in Coal, Power and Hexane consumption per Ton of Raw materials Processed by improving the production process and/or expanding production capacity.

4. Expenditure on R&D.

Sr FINANCIAL YEAR (Rs. in Lacs) No PARTICULARS 2009 - 2010 2008 - 2009 1. Capital Nil Nil 2. Recurring 0.057 0.028 3. Total 0.057 0.028 4. As % of turnover - -

B) TECHNOLOGY ABSORPTION AND INNOVATION : No technology has been imported by the Company as yet.

D) PARTICULARS OF EMPLOYEES :

During the year no employee whether employed for the whole year or part of the year was drawing remuneration exceeding the limit as laid down under section 217 (2A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975 as amended.

E) PUBLIC DEPOSITS :

The Company has neither invited nor accepted any deposit during the year within the meaning of section 58 (A) of the companies Act 1956 read with the companies (acceptance of deposit) Rules 1975.

F) AUDITORS:

The Auditors of the company M/S. V.N. Bhuwania & Co., Chartered Accountants hold office until the conclusion of this Annual General Meeting and being eligible offers themselves for reappointment. They have furnished a certificate that their reappointment if made shall be within the statutory limits specified in section 224(1) of the Companies Act, 1956.

G) DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed.

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

(iii) That the directors have taken proper and sufficient care 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.

(iv) That the directors have prepared the accounts for the financial year ended 31 st March, 2010 on a going concern basis.

H) AUDIT COMMITTEE

The company has complied with the provisions of section 292A of the Companies Act 1956 as regards formation of the Audit Committee. Its composition and recommendations if any have been included in the report of Corporate Governance which itself is a part of the Directors Report.

I) DISCLOSURE AS PER SCHEDULE XIII OF THE COMPANIES ACT 1956

The particulars of the remuneration paid to the directors of the Company have been disclosed under the heading "Remuneration Committee" which forms part of the Corporate Governance Report.

J) CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practice of good corporate governance. The company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange are complied with.

A separate statement on corporate governance is enclosed as a part of the Annual Report along with the Auditors Certificate on its compliance.

K) RELATED PARTY DISCLOSURE

Disclosure as required by the Accounting Standard-18"Related Party Disclosure" is given in Schedule "W" (Point No. 13) Notes to Accounts.

L) LISTING OF SHARES

During the year the company listed additional 67 Lacs equity shares of the company issued to the promoters and the persons other than promoters on preferential basis. Subsequent to the allotment the total share capital of the company now listed on Bombay Stock Exchange is Rs.2027.30 Lacs represented by 2,02,72,970 Equity shares of Rs. 10/- each.

The Shares of the company continue to be listed on The Bombay Stock Exchange Limited. Listing fees for the financial year 2010-11 has been paid to the Bombay Stock Exchange limited in advance. The particulars of the name and address of the Stock Exchange is as follows.

Sr. Name of the Stock Exchange where Address of the Listing fees No. the shares of the company is listed. Stock Exchange 1. The Bombay Stock Exchange Limited P.J. Towers Paid for Dalal Street the financial Mumbai - 400023 year 2010-11

M) DEMATERILIZATION OF COMPANYS SHARES

Your company has provided the facility to its share holders for dematerialization of their shareholding by entering into an agreement with The National Securities Depository limited (NSDL) and Central Depository Services (India) limited (CDSL). The ISIN number allotted to the company is (INE904G01012). Further the Annual custodian charges for the financial year 2010-11 have been paid to NSDL and CDSL.

N) ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the co-operation and the assistance extended by the Government of India, Government of Maharashtra, State Bank of India, Industrial Finance Branch Nagpur, IDBI Wani, IDBI Dharampeth Branch Nagpur, Bank of India Corporate Banking Branch Nagpur, Bank of Baroda, Karur Vysya Bank, Technology Development Board, New Delhi; Ministry of food processing Industry and the Shareholders.

Yours Directors also wish to place on record their deep sense of appreciation for the dedicated services rendered by Executives, staff and workers of the Company.

For and on behalf of the Board of Directors of Rasoya Proteins Ltd., Place: Nagpur (A.N. LONKAR) Date: 14th May 2010 Managing Director