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Rasoya Proteins Ltd.

BSE: 531522 | NSE: RASOYPR | Series: NA | ISIN: INE904G01038 | SECTOR: Edible Oils & Solvent Extraction

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Annual Report

For Year :
2016 2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

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 17th 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 19th December from 30th March, 2016.

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

Director’s Report