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Ruchi Soya Industries Ltd.

BSE: 500368 | NSE: RUCHI |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE619A01035 | SECTOR: Edible Oils & Solvent Extraction

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  • Open Price

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  • Bid Price (Qty.)

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  • Offer Price (Qty.)

    0.00 (0)

Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Auditor's Report

Independent Auditors'' Report

To the Members of

Ruchi Soya Industries Limited (A Company under corporate insolvency resolution process vide NCLT order)

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying Standalone financial statements of Ruchi Soya Industries Limited (''the Company''), which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information, (hereinafter referred to as the Standalone Financial Statements)

The Hon''able National Company Law Tribunal (NCLT), Mumbai Bench, admitted petition for initiation of Corporate Insolvency Process (CIRP) u/s 7 of the Insolvency and Bankruptcy Code, 2016 (the Code) filed by financial creditors vide order no. CP1371 & CP1372/I&BP/NCLT/MAH/2017 delivered on 15th December 2017 and appointed an Interim Resolution Professional (IRP) to manage affairs of the Company in accordance with the provisions of Code. The Committee of Creditors of the Company, in its meeting held on 12th January 2018 confirmed the IRP as Resolution Professional (RP) for the Company. In view of pendency of the CIRP the management of affairs of the Company and power of Board of Directors are now vested with RP. These Standalone Financial Statements have been prepared by the management of the Company and Certified by Mr. Anil Singhal, Chief Financial Officer and Mr. R. L. Gupta, Company Secretary, and approved by RP.

MANAGEMENT''S AND RESOLUTION PROFESSIONAL''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act) with respect to the preparation of these Standalone financial statements that give a true and fair view of financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (''Ind AS'') prescribed under Section 133 of the Act read with relevant rules issued there under. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these Standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of Standalone financial statement in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these Standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the Standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors/Management/Resolution Professional, as well as evaluating the overall presentation of the Standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these Standalone financial statements.

BASIS FOR QUALIFIED OPINION

(i) As mentioned in Note no. 45 of the Standalone Financial Statement, no impairment assessment of tangible and intangible assets in carrying value as at 31 March 2018 is made. Therefore, we are unable to comment on consequential impairment, if any, that is required to be made in carrying value of property, plant and equipment and intangibk assets.

(ii) Attention is drawn to Note no. 46 of the Standalone Financial Statement, wherein it is stated that trade receivabks are higher by Rs. 1189.24 Lakh as at 31st March 2018 since equivalent amounts of funds remitted by the customer is not credited by bank in Company'' accounts.

(iii) Attention is drawn to Note no. 47 of the Standalone Financial Statement, regarding non-availability of Demat Statement in respect of investments amounting to Rs. 1417.98 Lakh as at 31st March 2018. Accordingly, we are unable to comment on the possible financial impact, presentation and disclosures, related to those investments.

(iv) As mentioned in Note no. 48 of the Standalone Financial Statement:-

(a) In respect of Company''s borrowings from banks and financial institutions aggregating Rs. 6,59,929.75 Lakh, bank (current account and term deposits) balances aggregating Rs. 17882.96 Lakh, bank guarantee given by the Company aggregating to Rs. 2947.99 Lakh, independent balance confirmations as at 31st March 2018 is not received.

(b) As a part of CIRP, creditors were called upon to submit their claims. In aggregate, claims submitted by the Financial Creditors exceeded the amount as appearing in the books of accounts. The process of submitting claims is still going on and it is also under reconciliations with amount as appearing in the books of accounts. Pending reconciliations and final outcome of the CIRP, no accounting impact in the books of accounts has been made in respect of excess, short, or non-receipts of claims for operational and financial creditors. Hence, consequential impact, if any, on the Standalone financial statements is not currently ascertainable.

(v) Attention is drawn to Note No. 49 of Standalone Financial Statement:-

(a) Regarding non-recognition of interest amounting to Rs. 345,61.14 Lakh, subsequent to Insolvency Commencement Date i.e. 15th December 2017, on borrowing from banks and financial institutions, customer advances, inter corporate deposits and security deposits received, which is not in compliance with requirements of Ind AS - 23 on Borrowing Cost read with Ind AS - 109 on ''Financial lnstruments.

(b) The Company has not translated foreign currency trade payables, certain trade receivables, borrowings and customer advance as at 31st March 2018 using closing exchange rate having an impact on exchange difference loss of Rs. 1926.86 Lakh. The same is not in compliance with IndAS — 21 on The Effects of Changes in Foreign Exchange Rates

(c) Had provision for interest and exchange difference would be recognised, finance cost, total expenses, loss for the year and total comprehensive income would have been higher by Rs. 364,88.00 Lakh having consequential impact on other current financial liability and other equity

(vi) We have been informed by Resolution Professional that certain information including the minutes of meetings of the Committee of Creditors and the outcome of certain procedures carried out as a partof the CIRP are confidential in nature and could not be shared with anyone other than the Committee of Creditors and NCLT. Accordingly, we are unable to comment on the possible financial impact, presentation and disclosures, if any, that may arise if we have been provided access to those information.

QUALIFIED OPINION

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in Paragraphs above Basis for Qualified Opinion, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the financial position of the Company as at 31st March 2018, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

EMPHASIS OF MATTERS

(i) We draw attention to the Note no. 44 of the Standalone Financial Statement, regarding preparation of Standalone financial statements on going concern basis, which states that the Company has incurred cash losses, its liabilities exceeded total assets and its net worth has been fully eroded as on 31st March 2018. In view of the continuing default in payment of dues, certain lenders have sent notices/letters recalling their loans given and called upon the Company to pay entire dues and other liability, receipt of invocation notices of corporate guarantees given by the Company, while also invoking the personal guarantee of promoter director. Few of the lenders also issued willful defaulter notices and filed petition for winding up of the Company. Capacity utilization of manufacturing processing facilities is very low and Corporate Insolvency Process against the Company is in process. Since the CIRP is currently in progress, as per the Code, it is required that the Company be managed as a going concern during the CIRP. The Standalone financial Statements is continued to be prepared on going concern basis. However there exists material uncertainty about the Company''s ability to continue as going concern since the same is dependent upon the resolution plan to be formulated and approved by NCLT. The appropriateness of preparation of Standalone Financial Statements on going concern basis is critically dependent upon CIRP as specified in the Code.

(ii) Attention is drawn to Note No. 33 (A) (c) (ii) of the Standalone Financial Statement, regarding impounding of three plants at Kandla Gujarat i.e. Edible Oil Refinery, Oleochem Division and Guargum Division by the Gujarat Commercial Tax Department against their VAT claim of Rs. 405.19 Crore.

Our Opinion is not modified in respect of the above said matters.

OTHER MATTERS

(i) The standalone financial statement of the Company for the year ended 31st March 2017 were audited by P.D Kunte & Co., Chartered Accountants (Firm registration no. 105479W) who expressed modified opinion dated 30 May 2017.

(ii) We did not audit the financial statements of two branches of Company at Peddapuram and Ampapuram included in the Standalone Financial Statements which reflect total assets of Rs. 40012.81 Lakh as at 31st March 2018 and total revenues of Rs. 41505.16 Lakh for the year ended on that date and net cash outflows of Rs. 549.76 Lakh. The financial statements of these branches have been audited by the branch auditors whose reports have been furnished to us and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the report of the branch auditors.

Our opinion is not modified in respect of above said matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (the Order), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. Further to our comment in the Annexure A, as required by Section 143 (3) of the Act, we report that:

a. We have sought and except for matters described in the Basis for Qualified Opinion paragraph above have obtained all

the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this report are in agreement with the books of account and returns received from branches not visited by us;

e. Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid Standalone financial statements comply with Ind AS prescribed under Section 133 of the Act read with relevant rules there under;

f. On the basis of the written representations received from the directors of the Company as on 31st March 2018, and taken on record in the meeting of RP, we report that none of the directors is disqualified as on 31st March 2018 from being appointed as a director in terms of Section 164(2) of the Act;

g. The matters described in the Basis for Qualified Opinion paragraph above, and matters described in paragraphs above under the Emphasis of Matters, in our opinion, may have an adverse effect on the functioning of the Company;

h. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B;

i. The qualifications relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above;

j. With respect to the other matters to be included in the Auditor''s report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in Note no. 33 to the Standalone financial statements, has disclosed the impact of pending litigations on its financial position.

ii. The Company has made provision as required under applicable law or accounting standard, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For Chaturvedi & Shah

Chartered Accountants

Firm Registration No. 101720W

Vijay Napawaliya

Place: Mumbai

Partner

Date: 7th June 2018

Membership No. 109859

Annexure A to Independent Auditors'' Report

(Referred to in paragraph 1 under the heading Report on Other Legal and Regulatory Requirements of our report of even date to the members of the Ruchi Soya Industries Limited on the Standalone financial statements for the year ended 31st March 2018)

(i) In respect of fixed assets:-

(a) The Company has maintained proper records showing

full particulars, including quantitative details and situation of the fixed assets.

(b) As explained to us, the fixed assets are physically verified by the management during / at the end of the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification as compared with the available records.

(c) In our opinion and according to information and explanations given to us and on the basis of our examination of available records of the Company, the tide deeds of immovable properties are held in the name of the Company except the following :-

(Rs. In Lakh)

Particulars Leasehold Land

Freehold Land

Total

No. of cases

1

3

4

Gross Block as on 31st March 2018

71.55

110.05

181.60

Net Block as on 31st March 2018

110.05

110.05

(ii) In respect of its inventories:-

As explained to us, inventories have been physically verified during the year by the management except goods in transit and stocks with third parties. In our opinion the frequency of verification is reasonable. Discrepancies noticed on physical verification of the inventories between the physical inventories and book records were not material, having regard to the size of the operations of the Company and the same have been properly dealt with.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provision of paragraph 3 (iii) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, during the year, the Company has not made any loan, investment and guarantees to any person specified under section 185 and section 186 of the Companies Act, 2013. Therefore, the provisions of paragraph 3(iv) of the Order are not applicable to the Company.

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified. During the year, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

(vi) Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the records of the Company and information and explanations given to us, the Company has generally been regular except slight few delays in few cases, in depositing undisputed statutory dues, including provident fund, employees'' state insurance, income tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax, cess and any other statutory dues to the appropriate authorities as applicable during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, service-tax, duty of customs, duty of excise, value added tax and goods and service tax, which have not been deposited on account of any dispute except as mentioned below:-

(Rs. In Lakh)

Name of the Statute

Nature of Dues

Amount Disputed

Amount deposited under Protest

Period to which Dispute Relates

Forum where Dispute is Pending

The Central Sales Tax Act, 1956, VAT Act and Local Sales Tax Acts

Vat Tax/Sales Tax/ Entry Tax/Sales Tax Demand and penalty, as applicable

16,220.05

633.63

1999 & 2000-03, 2003-2009, 2010-11 & 2012-18

High Court

77,22.31

606.77

1997,98,1999-2000, 2000-01,2002-2014

Tribunal (CESTAT)

(Rs. In Lakh)

Name of the Statute

Nature of Dues

Amount Disputed

Amount deposited under Protest

Period to which Dispute Relates

Forum where Dispute is Pending

3,290.70

751.46

2001 to 2016

Commissioner Appeals

59,783.67

917.02

1999 to 2018

DC Appeals / Joint Commissioner (Appeals)

525.68

28.97

2002-2006

Settlement Commission

The Central Excise Act, 1944

Excise Duty

454.79 6,910.33

14.89 29.55

2004-05, 2005-06 2001-02 to 2014-15

High Court Tribunal

144.44

2.58

2005-06 to 2014-15

Commissioner (Appeals)

Service Tax under Finance Act, 1994

Service Tax

1,168.36

29.14

2002-03, 2008-09 to 2012-13

Tribunal

227.23

7.8

2006-07 to 2013-14, 2014-15

Commissioner (Appeals)

The Customs Duty Act, 1962

Custom Duty

5,003.43

108.16

2001-02,2002-03, 2003-04 & 2015-16

Supreme Court

5,663.99

92.78

2001-02 to 2004-05 2006-07, 2007-08 and 2015-16

High Court

16,795.90

18.69

1998-99, 2000-2001, 2003-04 to 2006-07 and 2012-13 to 2013-14

Tribunal CESTAT

247.91

2.00

2003-04, 2005-06, 2006-07, 2013-14

Commissioner (Appeals)

1,738.30

556.31

2001-02, 2004-05 & 2009-10

AC Appeals / DC Appeals

The Income Tax Act, 1961

Income Tax

1,944.03

627.92

2007-08 to 2013-14

Commissioner Appeals

50.32

2007-08

DC Appeals / Joint Commissioner(Appeals)

57.59

2006-07 to 2014-15

Assessment

Total

12,79,49.03

44,27.67

(viii) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank and government as at balance sheet date except as mentioned below. There are no dues to debenture holders as at the balance sheet date.

A, In respect of Term loans from banks:

(Rs. In Lakh)

Particulars

Amount of continuing default as on 31 March 2018

Principal

Interest *

Period of Default

TERM LOAN-STATE BANK INDIA. (CORP-LV)

8,999.62

1,382.29

As per Recall Notice vide dated April 07,2017

TERM LOAN-STATE BANK INDIA-65CR. G''GUM

2,578.66

371.11

As per Recall Notice vide dated April 07,2017

TERM LOAN-STATE BANK OF INDIA (CTL-V )

17,000.00

2,656.78

As per Recall Notice vide dated April 07,2017

TERM LOAN-STATE BANK OF INDIA-60CR

3,531.02

642.43

As per Recall Notice vide dated April 07,2017

ECB-DBS BANK,SINGAPORE (ECB - II & III)

22,177.15

2,074.55

As per Recall Notice vide dated September 23,2016

FCCB-STANDARD CHARTERED BANK -SCB

3,190.27

295.82

As per Recall Notice vide dated January 25,2017

Total

57,476.72

7,422.99

* Interest accrued up to 15th December 2017

B. In respect of Short term loans from various banks:

(Rs. In Lakh)

Particulars

Amount of continuing default as on 31 March 2018

Principal

Interest *

Period of Default

State Bank of India — Group

1,29,732.69

15,275.34

As per Recall Notice vide dated 07.04.2017

Central Bank of India

43,114.83

2,851.25

As per Recall Notice vide dated 05.09.2016

Punjab National Bank

61,749.75

1,184.39

Financial Year 2016-17 to 2017-18

Standard Chartered Bank

35,152.41

As per Recall Notice vide dated 25.01.2017

Corporation Bank

45,020.49

5,593.23

As per Recall Notice vide dated 01.07.2017

ICICI Bank Limited

39,090.14

15.38

Financial Year 2015-16 to 2017-18

IDBI

46,497.00

3,529.00

As per Recall Notice vide dated 30.05.2017

Bank of India

30,501.39

4,825.92

As per Recall Notice vide dated 31.07.2017

UCO Bank

29,070.15

5,100.41

As per Recall Notice NPA w.e.f.23.09.2016

Union Bank of India

24,016.46

5,060.88

As per Recall Notice vide dated 11.08.2017

Syndicate Bank

25,785.80

3,013.11

As per Recall Notice vide dated 08.05.2017

Bank of Maharashtra

23,252.67

3,102.69

Financial Year 2015-16 to 2017-18

Axis Bank Limited

24,131.59

1,379.91

As per Recall Notice vide dated 13.11.2017

Bank of Baroda

21,683.54

1,991.16

As per Recall Notice vide dated 25.09.2017

IDFC - Edelweiss ARC

19,303.21

3,863.85

As per Recall Notice vide dated 07.05.2016

Dena Bank

18,877.01

2,672.99

As per Recall Notice NPA w.e.f.31.03.2017

Karur Vysya Bank

8,737.75

42.00

Financial Year 2015-16 to 2017-18

HDFC Bank

13501.51

2,768.40

Financial Year 2013-14 to 2017-18

Oriental Bank of Commerce

12,876.00

1,145.00

As per Recall Notice NPA w.e.f.01.06.2016

Rabo Bank

72,977.30

4,862.68

As per Review Letter vide dated 10.08.2016

DBS Bank - India

2,944.74

269.91

As per Recall Notice vide dated 27.09.2016

ANZ**

19,005.65

713.79

Financial Year 2015-2016 (As per endorsement)

TOTAL

7,47,022.08

69,261.29

* Interest accrued up to 15th December 2017

(Rs In Lakh)

Particulars

Amount of Continuing default as on 31st March 2018

Period of default

IFST Deferral scheme of Government, Tamilnadu

56.87

Outstanding since December 2017 — Monthly payment.

(ix) According to the information and explanations given to us, the Company did not raise any moneys by way of initial public offer, further public offer (including debt instruments) and no term loans was raised during the year. Therefore, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to

us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management/ RP. However, we have been informed that Company has received communication dated 10th May 2018 from Serious Fraud Investigation Office, Ministry of Corporate Affairs, New Delhi regarding investigation into the affairs of the Company under section 212 (1) of the Companies Act, 2013.

C. In respect of sales tax deferment:

(xi) In our opinion and according to the information and explanations given to us, the Company has paid or provided managerial remuneration in accordance with the requisite approvals mandated by the provision of section 197 read with Schedule V to the Act.

(xii) As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it the provisions of Clause 3 (xii) of the Order are not applicable to the Company.

(xiii) The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Therefore, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him. Therefore, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-1A of the Reserve Bank of India Act, 1934.

For Chaturvedi & Shah

Chartered Accountants

Firm Registration No. 101720W

Vijay Napawaliya

Place: Mumbai

Partner

Date: 7th June 2018

Membership No. 109859

Annexure B to the Independent Auditors'' Report

Referred to in paragraph 2(h) under the heading Report on Other Legal and Regulatory Requirements of our report of even date to the members of the Ruchi Soya Industries Limited on the Standalone financial statements for the year ended 31 March 2018.

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (THE ACT)

We have audited the internal financial controls over financial reporting of Ruchi Soya Industries Limited (the Company) as of 31st March 2018 in conjunction with our audit of the Standalone financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management, directors and RP of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the standalone financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

According to the information and explanations given to us and based on the audit of test of controls, except for strengthening of documentation of policies regarding delegation of authority and access rights to financial records and process of archival of records and periodic review which we are informed that is in process, in our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Chaturvedi & Shah

Chartered Accountants

Firm Registration No. 101720W

Vijay Napawaliya

Place: Mumbai

Partner

Date: 7th June 2018

Membership No. 109859