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Rasoi Directors Report, Rasoi Reports by Directors
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Rasoi
BSE: 507649|ISIN: INE349E01015|SECTOR: Vanaspati/Oils
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Download Annual Report PDF Format 2012 | 2011 | 2010
Directors Report Year End : Mar '12    « Mar 11
The Directors hereby present the 108th Annual Report for the
 accounting year 2011-2012.  
 
 
 FINANCIAL HIGHLIGHTS -
 
                                                        (Rs. in Lakhs)
 
                                             31st March     31st March
                                                   2012           2011
 
 Sales and Other
 
 income/receipts                                 15,382         12,703
 
 Treasury Operations                              1,170          1,115
 
 Profit/(Loss) before Interest,
 
 Depreciation & Taxation                          1,027          1,475
 
 Finance cost                                     (112)          (145)
 
 Depreciation                                     (210)          (198)
 
 Profit before Taxation                             705          1,132
 
 Provision for Taxation                           (135)          (190)
 
 Provision for Deferred Tax                           9           (20)
 
 Profit after Tax                                   579            922 
 
 Add: Surplus Balance as per
 
 last Balance Sheet                               1,123            350
 
 Profit available for
 
 Appropriation                                    1,702          1,272
 
 Proposed Dividend                                 (39)           (48)
 
 Dividend Tax                                       (6)            (8)
 
 Transfer to General Reserve                       (55)           (93)
 
 Net Surplus in the statement
 of Profit & Loss                                 1,602          1,123
 
 DIVIDEND
 
 The Directors are happy to recommend a dividend of Rs 2/- being 20 % of
 the paid-up equity share capital of the company, out of the profits of
 the year (previous year - 25%)
 
 
 
 RESERVE AND SURPLUS
 
 The balance in Reserves and Surplus stands at Rs. 10,947 lakhs
 (previous year Rs. 10417 lakhs).
 
 OPERATIONS - CHALLENGES, OUTLOOK AND EXPANSION
 
 Extreme volatility in the raw oil prices is now an embedded reality in
 the edible oil industry. As mentioned in our last year''s report, the
 volatility in the Foreign Exchange markets has become even more
 amplified than anticipated. Our worst fears materialized in the year
 under review, and your company alike similar import-dependent companies
 has faced an erosion in profitability.
 
 The cautious approach of your company in buying imported crude palm
 oil, however has enabled the company to restrict its exposure on the
 foreign exchange front. Your company resorted to sourcing refined palm
 oil from domestic producers at times when it was felt to be not prudent
 to import crude palm oil. This has helped your company to limit its
 exposure on the foreign exchange front and thereby the losses to the
 barest minimum.
 
 On the marketing front your company continues to make steady progress
 in selling its premium product
 
 - Rasoi Gold in West Bengal. This has helped your company in improving
 upon its bottomline.
 
 During the year under review the Indian economy has witnessed a slow
 down due to various global, and domestic factors. Inflation continued,
 showing little signs of remission. This had impacted the consumer as
 well as trade sentiment. Caution was the watchword characterized by
 risk averseness, which is likely to continue in the coming months as
 well.
 
 However it is pertinent to note that your company''s volumes have
 remained unaffected despite slowdown.  All efforts are being made to
 give the volumes a boost to encash its loyal customer base by beefing
 up its distribution system. This will also ensure fixed sales to a
 permanent customer base at better realizations.
 
 Your company, as a policy, keeps assessing the changing socio-economic
 scenario from time to time and keep pace with these changes to meet the
 ever changing demands and needs of the customer community.
 
 Your company hopes that these measures will help the company to improve
 upon its operational performance in the days ahead.
 
 SECRETARIAL COMPLIANCE CERTIFICATE
 
 The Secretarial Compliance Report, as required under section 383A of
 the Companies Act, 1956, for the financial year 2011-2012 is annexed to
 this report and forms a part thereof.
 
 DIRECTORS
 
 In terms of section 256 of the Companies Act, 1956, Shri N.G.Khaitan,
 Smt. Shashi Mody and Shri R.S.Vaidyanathan retire at the forthcoming
 Annual General Meeting and being eligible, offer themselves for
 re-appointment.
 
 Shri Jiten Patel , who was inducted as an independent non-executive
 director in the Board of the company under section 260 of the Companies
 Act, 1956 read with Article 83 of the Articles of Association of the
 company in the Board meeting held on 14th November, 2011, subsequently
 resigned from the Board.
 
 Shri Brij Gopal Roy was inducted as an independent non-executive
 additional director in the Board of the company under section 260 of
 the Companies Act, 1956 read with Article 83 of the Articles of
 Association of the company in the Board meeting held on 21st May, 2012.
 
 As per proviso to section 260 of the Companies Act, additional
 directors shall hold office upto the date of the ensuing 108th Annual
 General Meeting of the company.
 
 Notice has been duly received under section 257 of the Companies Act
 along with the requisite deposit proposing candidature of Mr. Roy for
 the office of Director in the ensuing 108th Annual General Meeting Shri
 Maharaj Krishen Pandita was inducted as a non- independent executive
 additional director in the Board of the company under section 260 of
 the Companies Act, 1956 read with Article 83 of the Articles of
 Association of the company in the Board meeting held on 14th November,
 2011.
 
 As per proviso to section 260 of the Companies Act, additional
 directors shall hold office upto the date of the ensuing 108th Annual
 General Meeting of the company.
 
 Notice has been duly received under section 257 of the Companies Act
 along with the requisite deposit proposing candidature of Shri Pandita
 for the office of Director in the ensuing 108th Annual General Meeting.
 The terms and conditions on which Shri Pandita has been appointed are
 given in the Notice convening the 108th Annual General Meeting.
 
 AUDITORS
 
 At the 107th Annual General Meeting held on 5th August 2011, M/s Lodha
 & Co, Chartered Accountants of 14, Government Place East, Kolkata, was
 reappointed as auditors of your company until the conclusion of the
 108th Annual General Meeting.  The said M/s Lodha & Co, Chartered
 Accountants, retires at this Annual General Meeting and being eligible
 offer themselves for reappointment.
 
 COST AUDIT
 
 The Central Government had directed your company to conduct cost audit
 relating to Vanaspati pursuant to the provisions of section 233B of the
 Companies Act, 1956. Your company has submitted the Cost Audit report
 duly audited by the Cost Auditor of the Company to the Central
 Government upto the year 2010-11.
 
 REQUIREMENTS UNDER SECTION 217 OF THE COMPANIES ACT, 1956
 
 A) SUB-SECTION- (2A)- PARTICULARS OF EMPLOYEES
 
 None of the employees are covered by the provisions of section 217(2A)
 of the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules 1975, as amended.
 
 B) SUB-SECTION (1)(e) - CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Particulars in respect of conservation of energy, technology
 absorption, foreign exchange earnings and outgo, as required under
 section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the
 Companies (Disclosure of Particulars in the report of the Board of
 Directors) Rules, 1988 are annexed to this report.
 
 C) SUBSECTION (2AA) - DIRECTORS RESPONSIBILITY STATEMENT
 
 As stipulated in section 217 (2AA) of the Companies Act, 1956, your
 Directors confirm having:
 
 (I) Followed in the preparation of the annual accounts, the applicable
 accounting standards with proper explanation relating to material
 departures, if any.
 
 (II) selected such accounting policies and applied them consistently
 and made judgements 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 profit/loss for that period
 
 (III) 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 and
 
 (IV) Prepared the annual accounts of your company on a going concern
 basis.
 
 CORPORATE RESPONSIBILITY STATEMENT
 
 Your company is never oblivious of its responsibility towards the
 community which is the source of its very lifeblood of survival and
 prosperity. Your company firmly believes that its survival depends on
 the survival of the society and / or community of which your company is
 an inseparable part. It also recognizes the fact that business and
 society have to compliment and supplement each other for both to
 flourish.
 
 
 Your company is ever responsive to emerging social priorities and
 expectations and is ever willing to act ahead of regulatory
 compulsions.
 
 Your company continues, as always, to extend its helping hand for the
 downtrodden sections of the society and will continue to do so in the
 times to come.
 
 CORPORATE GOVERNANCE
 
 Corporate Governance and Management Discussion & Analysis is attached
 and forms a part of this report.
 
 LISTING ARRANGEMENTS
 
 Your company''s shares are listed on Calcutta and Bombay Stock
 Exchanges. The Annual listing fees in respect of all the exchanges have
 been paid up to date.
 
 SUBSIDIARY COMPANY
 
 The subsidiary company was floated with the intention of starting some
 new business which could not be established despite exploring different
 available options due to adverse market conditions. Hence it was
 thought prudent not to continue with the subsidiary company, so the
 company decided to dilute its 51% equity holding w.e.f. 29th March,
 2012.
 
 Eastern India Edible Oils and Food Products Ltd, therefore, ceases to
 be a subsidiary company of the Company w.e.f. 29th March, 2012 with the
 dilution of 51% equity holding of Rasoi Limited in the said company.
 
 ACKNOWLEDGEMENTS
 
 Your Directors thankfully acknowledge the unstinted support &
 whole-hearted cooperation from its employees at all levels without
 which it would have been extremely difficult for the company to survive
 in this volatile scenario amidst utmost unpredictability and
 uncertainty.
 
 Your company is also grateful to its dealers, distributors,
 customers, shareholders and bankers who were extremely supportive
 during the trying times and looks forward to their continued support in
 the coming days as well.
 
                                    On behalf of the Board of Directors
 
 
 Kolkata                                                     RAGHU MODY
 
 The 21st day of May, 2012                                     CHAIRMAN
Source : Dion Global Solutions Limited
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