Directors Report of RCL Foods Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Third Annual Report together with Audited accounts for the year ended 31.03.2015.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31.03.2015 and for the previous year 31.03.2014 are as under.

Particulars 2014-2015 2013-2014

Profit/(Loss) before Interest, Depreciation & Tax (37,95,897) 2,11,254

Less: Interest 5,43,392 25,60,140

Profit/(Loss) before Depreciation & Tax (4,339,289) (2,348,886)

Less: Depreciation 17,51,078 8,42,229

PROFIT/(LOSS) FOR THE YEAR BEFORE

EXCEPTIONAL ITEMS (6,090,367) (3,191,115)

Less: Exceptional Items

PROFIT/(LOSS ) FOR THE YEAR BEFORE TAX (6,090,367) (3,191,115)

Less: Tax expenses

Current Year - (5,00,000)

Deferred Tax 2,16,845 19,411

Profit (Loss) after tax (58,73,522) (36,71,704)

FINANCIAL OVERVIEW:

During the year under review, the total revenue of your company was Rs.1,53,05,721/- as compared to previous year revenue of Rs. 1,28,19,540/-. The sales of the Company have increased by 18% and the Directors of the Company are confident that the Sales will improve in the ensuing years and the Company will make profits.

STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of Manufacturing and Trading of ready to eat food products and processed foods. There is no change in the nature of business during the year under review.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend for the year.

DEPOSITS:

The company has not accepted or invited any deposits under the provisions of the Companies Act, 2013, and rules related thereto.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT 9 for the year ended 31.03.2015 is attached as Annexure "A".

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company is not having any subsidiary, associate and joint venture company. Hence, the reporting under this clause does not arise.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:

The Company has advanced loans and made investment during the year under review in Compliance with provisions of Section 186 of the Act.

SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares.

BOARD OF DIRECTORS AND ITS COMMITTEES:

A. COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors of the Company comprises Four Directors of which two are Non-Executive Independent Directors and two are Non-Executive Promoter Directors. As per Section 149 of the Companies Act, 2013 the Company needs to have at least two Independent Directors and One Woman Director. Accordingly Mr. Kushal Jain and Mr. Pramod Kumar Agarwal were appointed as Independent Directors of the Company in the 22nd Annual General Meeting of the Company for a period of 5 year and Ms. Kushbu was appointed as Additional / Woman Director by the Board w.e.f. March 30, 2015.

APPOINTMENT/ RE-APPOINTMENT:

In order to comply with provisions of Section 149 and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 30th March, 2015, appointed Ms. Kushbu, as Additional / Woman Director of the Company with effect from 30.03.2015. Pursuant to Section 161 of the Companies Act, 2013, she holds office up to the date of ensuing Annual General Meeting. The Board recommends her continuation as Director of the Company liable to retire by rotation.

In terms of Section 152 of the Companies Act, 2013, Mr. Nitesh R Lodha, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his continuation as Director of the Company.

RESIGNATION:

Mr. Satish Jain, Director of the Company, resigned from the Board with effect from 30th March, 2015. The board expresses its sincere appreciation for the contribution made by him during his tenure as Director of Company.

Key Managerial Personnel:

In order to comply with the provisions of Section 203 of Companies Act, 2013 Mr. Prabhakaran Ramkumar was appointed as Chief Financial Officer (CFO) with effect from 30th March, 2015. However, Mr. Prabhakaran Ramkumar has tendered his resignation w.e.f. 10.09.2015.

B. MEETINGS OF BOARD OF DIRECTORS

The Board of Directors met 8 times during the year under review and the gap between two meetings was not more than 120 days. In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held during the year under review.

C. DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS:

As required under Section 149(7) all the Independent Directors of the Company have submitted their annual declaration stating that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013.

D. COMMITTEES OF THE BOARD

During the year under review, the terms of reference of the Committee were aligned with the requirements of Clause 49 of the Listing Agreement and the provisions of Companies Act, 2013. A detailed note on the Committees of the Board of Directors is given in the Corporate Governance Report forming part of the Annual Report.

E. BOARD EVALUATION

Pursuant to Section 134 of Companies Act, 2013 and in compliance with the Listing Agreement the Board of Directors has carried out annual performance evaluation of the Board, its Committees, and Directors individually, as per the criteria laid down by the Nomination and Remuneration Committee.

Accordingly, as per Schedule V of Companies Act, 2013 and Clause 49 of the Listing Agreement the Independent Directors of the Company at their separate meeting evaluated the performance of non- independent directors and the Board as a whole. They also evaluated the performance of Chairman of the Company and flow of information from the Management to the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby confirm 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 estimate 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 loss of the Company for that period ;

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

d) the Directors had prepared the annual accounts ongoing concern basis.

e) the directors had laid down internal financial controls to be followed by the company and 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.

AUDITORS:

M/s. Krishnan & Giri, Chartered Accountants, Chennai (FRN: 001512S), Statutory Auditors of the company, were appointed in the 22nd Annual General Meeting of the Company for a term of five years from the conclusion of the said Annual General Meeting as per the provisions of Companies Act, 2013, subject to ratification by shareholders in every subsequent Annual General Meeting. The Board of Directors recommends the Shareholders to ratify the appointment of Statutory Auditors for the financial year 2015- 2016 and fix their remuneration.

REPLY TO AUDITORS REMARK:

S.No. Auditors remark Reply

1 The Company has not made provision of Rs. 19,45,005/- The Board is taking necessary (Rs.958,037/- included under "Long Term Advances" steps to recover the dues and Rs.986,968/- included under "Other Non Current advances.

Assets") which in our opinion is doubtful of recovery. (Refer No. 15 & 16)

2 Further according to the information and explanations The Company has remitted the given to us, excepting income tax dues of Rs.5,77,280/- statutory dues subsequently. for Assessment year 2014-15 and Rs.23,010/- for

Assessment year 2012-13, and TDS of Rs.62,496/- there are no other arrears of undisputed statutory dues including Income Tax, Sales Tax, Customs Duty, Provident Fund and Employees' State Insurance outstanding as on 31st March 2015.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. A.K.JAIN & ASSOCIATES, Company Secretaries in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is attached as Annexure "B" to this Report.

COMMENTS ON SECRETARIAL AUDITORS' REPORT

The Company is taking necessary steps to comply with the provisions of Section 203 of the Companies Act, 2013. The Board of Directors will ensure that the necessary forms are filed with the Registrar of Companies wherever applicable.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014. Hence, the Company has not spent any funds towards Corporate Social Responsibility.

VIGIL MECHANISM:

In Compliance of Section 177 of Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Company has set up a Whistle Blower policy. In terms of the said policy the Directors and employees are given direct access to the Chairman of the Audit Committee to report genuine concerns or grievances. Adequate safeguards are in place against victimization of employees who availed the mechanism.

MANAGEMENT DISCUSSION ANALYSIS & REVIEW REPORT:

In accordance with the requirements of the Listing Agreement, Management discussion analysis & review report is mentioned in Corporate Governance Report.

CORPORATE GOVERNANCE:

Detailed Report on the Corporate Governance and a certificate from M/s. Krishnan & Giri, Chartered Accountant, affirming Compliance of Clause 49 of the Listing Agreement is attached, which form part of the report.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions entered by the company with Related Parties were in the ordinary course of business and at arm's length pricing basis. The details of related party transaction pursuant to clause (h) of sub -section 134 of the Act, is enclosed in Form AOC-2 as Annexure - C.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Audit Committee has also revisited the Risk Management Policy and has taken steps to strengthen the Risk Management process in keeping with the changes in the external environment and business needs.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. In addition to the Internal Control Systems, the Board has laid emphasis on adequate Internal Financial Controls to ensure that the financial affairs of the Company are carried out with due diligence. These are routinely tested and certified by the Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

PARTICULARS OF EMPLOYEES:

None of the employees draws remuneration of Rs. 500,000/- or above per month and Rs. 6,000,000/- or above per year. Hence, details of the employees of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours. Any member interested in obtaining such information may write to the compliance officer and the same will be furnished without any fee and free of cost.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The product manufactured by the Company is material intensive and not power intensive. However, the thrust on energy conservation continues and necessary measures for optimization of energy consumption have been taken. The technology used is indigenous, neither any foreign exchange was earned nor there was any outgo of foreign exchange during the period under report. The quantitative and other details of the various raw materials used are given in Notes on Accounts to the Statement of Accounts of the Company.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future.

LISTING WITH STOCK EXCHANGE

The Company's equity shares are listed in Bombay Stock Exchange.

CODE OF CONDUCT:

As prescribed under Clause 49 of the Listing Agreement, a declaration signed by the Chairman & Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2014-15 forms part of the Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBHITION AND REDRESSAL), ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013. During the year under review no complaints have been received.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company. Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

By Order of the Board

For RCL FOODS LIMIETD

Place: Chennai

Date: 14.11.2015

Sd/-

Nitesh Ratanchand Lodha

Chairman & Director

(DIN:01748000)

---

Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March, 2013. Financial Results (Rs. In ''000) 31st March, 31st March, 2013 2012

Profit/(Loss) before Interest, 2729.51 1806.79

Depreciation & Tax

Less: Interest 2002.25 198.62

Profit/(Loss) before Depreciation 727.26 1608.17 & Tax

Less: Depreciation 859.17 982.40

Less: Diminution in value of 106.36 investments

PROFIT/(LOSS) FOR THE YEAR BEFORE EXCEPTIONAL ITEMS (131.91) 519.41

Loss on Sale of Shares (3647.16)

PROFIT/(LOSS ) FOR THE YEAR (131.91) (3127.75)

BEFORE TAX

Less: Tax 75.00 223.00

Less: Provision for Deferred Taxation 37.89 (31.14)

Profit/(Loss) after tax (244.80) (3319.61)

FINANCIAL RESULT

Your Company had a Turnover of Rs. 89,88,267/- during the financial year ended 31st March 2013. Your Company is confident to improve the sales in coming year. The Profit before exceptional and extraordinary items and tax for the period under review has become negative i.e Rs. 1,31,910/-.

DIVIDEND

Your Directors express their inability to recommend any dividend for the period under report.

DIRECTORS

Mr. Kushal Jain is liable to retire by rotation, being eligible offers himself for reappointment. Your Board recommends their continuation.

During the year under review, Mr. D. Suresh Jain, resigned with effect from 17.02.2013. The Board of Directors expresses their appreciation for the contribution made by him during his tenure as Director of the Company

COMPLIANCE CERTIFICATE

In terms of provisions of Section 383 A of the Companies Act, 1956, Compliance Certificate received from a Practicing Company Secretaries is enclosed with this report.

AUDITORS

The retiring Auditors M/s. Krishnan & Giri, Chartered Accountants, Chennai have expressed their willingness to be appointed as Statutory Auditors of the Company and confirmed that if appointed, there appointment would be within the limits prescribed under section 224 (1 B) of the Companies Act, 1956.

DEPOSIT

Your Company has not accepted any deposit pursuant to Section 58A of the Companies Act, 1956.

LISTING

Your Company''s Shares are listed at Bombay Stock Exchange Limited and the Madras Stock Exchange Limited and the necessary listing fees have been paid to the stock exchanges.

PARTICULARS OF EMPLOYEES

None of the employees is covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DEPOSITORY SYSTEM

Your Company''s Shares are under compulsory demat mode and members are requested to dematerialize their shares for operational convenience.

CORPORATE GOVERNANCE

Report on Corporate Governance along with Certificate thereon is annexed herewith and forms part of our report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board hereby confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimate 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 loss of the Company for that period ;

c) that the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts ongoing concern basis.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The product manufactured by the Company is material intensive and not power intensive. However, the thrust on energy conservation continues and necessary measures for optimization of energy consumption have been taken. The technology used is indigenous, neither any foreign exchange was earned nor there was any outgo of foreign exchange during the period under report. The quantitative and other details of the various raw materials used are given in Notes on Accounts to the Statement of Accounts of the Company.

2. CONSUMPTION PER UNIT OF PRODUCTION

Since the Company''s production is material intensive and not energy intensive, the consumption of energy is at minimum levels.

3. RESEARCH AND DEVELOPMENT (R & D)

The Company has not spent any amount on Research & Development and Technology Absorption. The Company is planning for marketing the products through focused research and consumer feedback.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation received from the employees and support received from various authorities under the Government of Orissa and Tamil Nadu, the Company''s Bankers, Business Associates. Your Directors also place on record the whole-hearted support received from employees and Shareholders of the Company.

By Order of the Board

For RCL Foods Limited

Place: Chennai

Date: 30.05.2013 Sd/-

Nitesh R Lodha

Chairman & Director

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Mar 31, 2012

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

Financial Results (Rs. In ‘000) 31st 31st March,2012 March,2011

Profit/(Loss) before Interest, Depreciation & Tax 1806.79 2661.37

Less: Interest 198.62 897.00

Profit/(Loss) before Depreciation & Tax 1608.17 1764.37

Less: Depreciation 982.40 1018.12

Less: Diminution in value of investments 106.36

PROFIT/(LOSS) FOR THE YEAR BEFORE 519.41 746.25

EXCEPTIONAL ITEMS

Loss on Sale of Shares (3647.16)

PROFIT/(LOSS ) FOR THE YEAR BEFORE TAX (3127.75) 746 25

Less: Tax 223.00 300.00

Less: Provision for Deferred Taxation (31.14) (72.18)

Profit/(Loss) after tax (3319.61) 518.43

Deficit in Profit & Loss A/c.Brought Forward (17617.76) (18136.19)

Carried Forward (20937.37) (17617.76)

FINANCIAL RESULT

Your Company had a Turnover of Rs. 1,36,58,939/- during the financial year ended 31st March 2012. Your Company is confident to improve the sales in coming year. The Profit before exceptional and extraordinary items and tax for the period under review is Rs. 5,19,411/-.

DIVIDEND

Your Directors express their inability to recommend any dividend for the period under report.

DIRECTORS

Mr. D. Suresh Jain, and Mr. Nitesh R Lodha are liable to retire by rotation, being eligible offers themselves for reappointment. Your Board recommends their continuation.

During the year under review, Mr. Bafna Mahaveer Chand and Mr. Prakash Jain resigned with effect from 10.08.2011

COMPLIANCE CERTIFICATE

In terms of provisions of Section 383 A of the Companies Act, 1956, Compliance Certificate received from a Practicing Company Secretaries is enclosed with this report.

AUDITORS

The retiring Auditors M/s. Krishnan & Giri, Chartered Accountants, Chennai have expressed their willingness to be appointed as Statutory Auditors of the Company and confirmed that if appointed, there appointment would be within the limits prescribed under section 224 (1 B) of the Companies Act, 1956.

With respect to the remarks made by the Statutory Auditor in point no. 7 of their report, we wish to clarify that the Company is taking steps to have an adequate internal audit system commensurate with the size of the Company.

DEPOSIT

Your Company has not accepted any deposit pursuant to Section 58A of the Companies Act, 1956.

LISTING

Your Company’s Shares are listed at Bombay Stock Exchange Limited and the Madras Stock Exchange Limited and the necessary listing fees have been paid to the stock exchanges.

PARTICULARS OF EMPLOYEES

None of the employees is covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DEPOSITORY SYSTEM

Your Company’s Shares are under compulsory demat mode and members are requested to dematerialize their shares for operational convenience.

CORPORATE GOVERNANCE

Report on Corporate Governance along with Certificate thereon is annexed herewith and forms part of our report.

RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board hereby confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimate 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 loss of the Company for that period ;

c) that the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts ongoing concern basis.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The product manufactured by the Company is material intensive and not power intensive. However, the thrust on energy conservation continues and necessary measures for optimization of energy consumption have been taken. The technology used is indigenous, neither any foreign exchange was earned nor there was any outgo of foreign exchange during the period under report. The quantitative and other details of the various raw materials used are given in Notes on Accounts to the Statement of Accounts of the Company.

2. CONSUMPTION PER UNIT OF PRODUCTION

Since the Company’s production is material intensive and not energy intensive, the consumption of energy is at minimum levels.

3. RESEARCH AND DEVELOPMENT (R & D)

The Company has not spent any amount on Research & Development and Technology Absorption. The Company is planning for marketing the products through focused research and consumer feedback.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation received from the employees and support received from various authorities under the Government of Orissa and Tamil Nadu, the Company’s Bankers, Business Associates. Your Directors also place on record the whole-hearted support received from employees and Shareholders of the Company.

By Order of the Board For RCL Foods Limited

Place: Chennai Sd/-

Date: 28.08.2012 Nitesh R Lodha

Chairman

---

Mar 31, 2011

The Directors have pleasure in presenting the 19th Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March, 2011.

Financial Results (Rs. In 000) 31st March, 31st March, 2011 2010

Profit/(Loss) before Interest, 2661.37 3950.89 Depreciation & Tax

Less: Interest 897.00 139.00

Profit/(Loss) before Depreciation & 1764.37 3811.89 Tax

Less: Depreciation 1018.12 384.83

Less: Diminution in value of - (221.20) investments

PROFIT/(LOSS) FOR THE YEAR BEFORE EXCEPTIONAL ITEMS 746.25 3,648.26

Income on account of one time - 6705.48 settlement of Loan

Loss on Disposal of Undertaking - (14181.47)

PROFIT/(LOSS ) FOR THE YEAR 746.25 (3827.73) BEFORE TAX

Less: Tax 300.00 (515.00)

Less: Provision for Deferred Taxation 72.18 (73.73)

Profit/(Loss) after tax 518.43 (4269.00)

Deficit in Profit & Loss A/c.

Brought Forward 18136.19 (13,867.19)

Carried Forward (17617.76) (18136.19)



CURRENT YEAR AND FUTURE PROSPECTS

The sales achieved during the financial year ended 31st March 2011, was Rs. 3,15,97,348/- The profit before Depreciation & Tax for the year ended 2011 was Rs. 17,64,366/-

DIVIDEND

Your Directors express their inability to recommend any dividend for the period under report.

DIRECTORS

Mr. Satish Jain, Mr. Prakash Jain and Mr. Kushal Jain are liable to retire by rotation, being eligible offers themselves for reappointment. Your Board recommends their continuation.

COMPLIANCE CERTIFICATE

In terms of provisions of Section 383 A of the Companies Act, 1956, Compliance Certificate received from a Practicing Company Secretaries is enclosed with this report.

AUDITORS

The retiring auditors M/s. Krishnan & Giri, Chartered Accountants, Chennai have expressed their willingness to be appointed as a statutory auditors of the Company and confirmed that if appointed, there appointment would be within the limits prescribed under section 224 (1 B) of the Companies Act, 1956.

The Comments of the Auditors in their report are self explanatory.

DEPOSIT

The Company has not accepted any deposit pursuant to Section 58A of the Companies Act, 1956.

LISTING

The Company Shares are listed at Bombay Stock Exchange Limited and the Madras Stock Exchange Limited and the necessary listing fees have been paid to the stock exchanges. The Company made delisting application for its securities from the Calcutta Stock Exchange Limited during the second quarter. Subsequently companies securities was delisted with effect from 25.05.2011 vide Exchange notice dated 24.05.2011.

PARTICULARS OF EMPLOYEES

None of the employees is covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DEPOSITORY SYSTEM

Company’s Shares are under compulsory demat mode and members are requested to dematerialize their shares for operational convenience.

CORPORATE GOVERNANCE

Report on Corporate Governance along with Certificate thereon is annexed herewith and forms part of our report.

RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board hereby confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimate 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 of the Company for that period ;

c) that the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts ongoing concern basis.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The product manufactured by the Company is material intensive and not power intensive. However, the thrust on energy conservation continues and necessary measures for optimization of energy consumption have been taken. The technology used is indigenous, neither any foreign exchange was earned nor there was any outgo of foreign exchange during the period under report. The quantitative and other details of the various raw materials used are duly given in Notes on Accounts in Schedule 14 to the Statement of Accounts of the Company.

2. CONSUMPTION PER UNIT OF PRODUCTION

Since the Company’s production is material intensive and not energy intensive, the consumption of energy is at minimum levels.

3. RESEARCH AND DEVELOPMENT (R & D)

The Company has not spent any amount on Research & Development and Technology Absorption. The Company is planning for marketing the products through focused research and consumer feedback.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation received from the employees and support received from various authorities under the Government of Orissa and Tamil Nadu, the Companys Bankers, Business Associates. Your Directors also place on record the whole-hearted support received from employees and Shareholders of the Company.

By Order of the Board For RCL Foods Limited (Formerly known as Passari Cellulose Limited)

Sd/- Sd/- Nitesh R Lodha Kushal Jain Director Director

Place: Chennai Date: 30.05.2011

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Mar 31, 2010

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

Financial Results (Rs. In 000)

31st March, 31st March,

2009 2010 profit/(Loss) before Interest,

Depreciation & Tax (581.22) 3950.89

Less: Interest 30.62 139.00

Profit/(Loss) before Depreciation & Tax (611.84) 3811.89

Less: Depreciation (96.67) 384.83 Less: Diminution in value of investments (221.20) (221.20)

PROFIT/(LOSS) FOR THE YEAR

BEFORE EXCEPTIONAL ITEMS (929.71) 3648.26

Income on account of one time settlement of Loan -- 6705.48

Loss on Disposal of Undertaking -- (14181.47)

PROFIT/(LOSS) FOR THE YEAR (929.71) (3827.73)

BEFORE TAX

Less: Tax (7.50) (515.00)

Less: Provision for Deferred Taxation -- (73.73)

Profiti(Loss) after tax (937.21) (4269.00) Deficit in Profit & Loss A/c.

Brought Forward (12929.98) (13867.19)

Carried Forward (13867.20) (18136.19)

Current Year and Future Prospects

Continuing the positive trend, your Company is trying to improve its performance. The sales achieved during the financial year ended 31st March 2010, was Rs. 5,05,07,930/- as against Rs. 6,49,950/- in the previous year (for part of year). The profit before Depreciation & Tax for the year ended 2010 was Rs. 38,11,890/- compared to the loss of Rs. 6,11,840/-for the year ended 2009.

Dividend

Your Directors express their inability to recommend any dividend for the period under report.

Directors

Mr. Bafna Mahaveer Chand and Mr. D. Suresh Jain are liable to retire by rotation, being eligible offers themselves for reappointment. Your Board recommends their continuation.

Mr. Kushal Jain was appointed as Additional Director w.e.f. 20.10.2009. Your Board of Directors recommends his continuation for better prospects of the Company.

Company Secretary

Mr. K. Premnatha, Company Secretary resigned from the office with effect from 03.04.2010.

Auditors

The retiring auditors M/s. Krishnan & Giri, Chartered Accountants, Chennai have expressed their willingness to be appointed as a statutory auditors of the Company and confirmed that if appointed, there appointment would be within the limits prescribed 24 (1 B) of the Companies Act, 1956.

The Comments of the Auditors in their report are self explanatory.

Deposit

The Company has not accepted any deposit pursuant to Section 58A of the Companies Act, 1956.

Listing

The Company Shares are listed at Bombay Stock Exchange Limited and Calcutta Stock Exchange Association Limited and the necessary listing fees have been paid to the stock exchanges. However the Company is taking steps to delist its securities from Calcutta Stock Exchange Association Limited.

Particulars of Employees

None of the employees is covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Depository System

Companys Shares are under compulsory demat mode and members are requested to dematerialize their shares for operational convenience.

Corporate Governance

Report on Corporate Governance along with Certificate thereon is annexed herewith and forms part of our report.

Directors Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board hereby confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimate 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 loss of the Company for that period;

c) that the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d) that the Directors had prepared the annual accounts on going concern basis.

Particulars of Conservation of Energy. Technology Absorption & Foreign Exchange Earnings and Outgo:

The product manufactured by the Company is material intensive and not power intensive. However, the thrust on energy conservation continues and necessary measures for optimization of energy consumption have been taken. The technology used is indigenous, neither any foreign exchange was earned nor there was any outgo of foreign exchange during the period under report. The quantitative and other details of the various raw materials used are duly given in Notes on Accounts in Schedule 14 to the Statement of Accounts of the Company.

INFORMATION PURSUANT TO SECTION 217 (1) (el

A. CONSERVATION OF ENERGY:

1. POWER AND FUEL CONSUMPTION:

1. Electricity Current Year Previous Year

(a) Unit 1957 545

Total Amount 11740 3270

Rate/Unit(Rs.) 6 6

(b) Own generation NIL NIL

(i) Through Diesel Generator

Unit

Units per Ltr. of Diesel Oil

Cost/ Unit

(ii) Through Steam turbine/generator Unit

Units per Ltr. of fuel oil/gas Cost/Unit

2. Coal (specify quality and where used) NIL NIL

Quantity Total Cost Average rate

3. Furnace Oil NIL NIL

Quantity (k Ltrs) Total amount Average Rate

4. Others/ internal generation (please give details) NIL NIL

Quantity

Total Cost

Rate/Unit

2. CONSUMPTION PER UNIT OF PRODUCTION

Since the Companys production is material intensive and not energy intensive, the consumption of energy is at minimum levels.

3. RESEARCH AND DEVELOPMENT (R & D)

The Company has not spent any amount on Research & Development and Technology Absorption. The Company is planning for marketing the products through focused research and consumer feedback.

Acknowledgement

Your Directors wish to place on record their appreciation for the co-operation received from the employees and support received from various authorities under the Government of Orissa and Tamil Nadu, the Companys Bankers, Business Associates. Your Directors also place on record the whole-hearted support received from employees and Shareholders of the Company.

On Behalf of the Board

for Passari Cellulose Limited

Place: Chennai

Date : 14.06.2010

Sd/- Sd/-

D Suresh Jain Nitesh R Lodha

Director Whole Time Director