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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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Annual Report

For Year :
2018 2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

Directors'' Report

Dear Members,

Presentation on Thirty Second Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2018 is hereby submitted as under:

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

The National Company Law Tribunal (NCLT), Murnbai Bench, vide order dated 15th December 2017 (Insolvency Commencement Order) has initiated corporate insolvency resolution process (CIRP) based on petitions filed by Standard Chartered Bank and DBS Bank Ltd under section 7 of the Insolvency and Bankruptcy Code, 2016 (the Code). Mr. Shailendra Ajmera IP Registration No. IBBI/IPA-001/IP-P00304/2017-18/10568 was appointed as interim resolution professional (IRP) to manage affairs of the Company in accordance with the provisions of Code. In the first meeting of committee of creditors held on 12th January 2018, Mr. Shailendra Ajmera had been confirmed as resolution professional (RP/Resolution Professional) for the Company. Pursuant to the Insolvency Commencement Order and in line with the provisions of the Code, the powers of the Board of Directors were suspended and the same were to be exercised by IRP / RP. By an order dated 8th June, 2018, NCLT has extended the CIRP for a further period of 90 days with effect from 12th June, 2018.

Since the company is under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the Insolvency & Bankruptcy Code, from the date of appointment of the Resolution Professional.

(a) the management of the affairs of the company shall vest in the Resolution Professional.

(b) the powers of the Board of Directors of the company shall stand suspended and be exercised by the Resolution Professional.

(c) the officers and managers of the company shall report to the Resolution Professional and provide access to such documents and records of the company as may be required by the Resolution Professional.

(d) the financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relation to such accounts and furnish all information relating to the company available with them to the Resolution Professional.

FINANCIAL HIGHLIGHTS

(Rs. in crores)

2017-18

2016-17

Total Income

12,029.28

18,620.38

Profit/ (Loss) before Depreciation, amortization and impairment expenses, provision for doubtful debts, advances, bad debts, financial guarantee obligations, others, exceptional items and tax

(719.70)

(216.30)

Less : Provision for doubtful debts, advances, bad debts, financial guarantee obligations and others

5,150.18

1,302.97

Profit/ (Loss) before Depreciation, amortization, impairment expenses, exceptional items and tax

(5,869.88)

(1,519.27)

Less : Depreciation, amortization and impairment expenses

140.36

156.06

Profit/ (Loss) before exceptional items and tax

(6,010.24)

(1,675.33)

Exceptional Items

-

44.90

Profit/ (Loss) before tax

(6,010.24)

(1,630.43)

Add : Tax Expenses

436.96

373.23

Profit/ (Loss) after tax for the year

(5,573.28)

(1,257.20)

Add : (i) Remeasurement of the defined benefit plans, not reclassified to profit or loss

0.53

0.82

(n) Equity Instruments through other comprehensive income

0.51

(7.30)

Less : Income Tax related to above

-

0.28

Add : Fair Value changes in hedge reserve

-

2.00

Total comprehensive income for the year

(5,572.24)

(1,261.96)

PERFORMANCE REVIEW

Your company achieved a total income of Rs. 12,029.28 crores during the year under review as against Rs. 18,620.38 crores in the previous financial year. [Profit/ (Loss)] after Tax for the year stood at (Rs. 5,573.28 crores) as against (Rs. 1,257.20 crores) for the previous year. The performance of the company has been primarily impacted due to stretched working capital cycle, lower level of liquidity impacting capacity utilization and market conditions.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review.

DIVIDEND

Your Company is under Corporate Insolvency Resolution Process (CIRP) and incurring losses, the Board of Directors (suspended during CIRP) does not recommend any dividend for the year 2017-18.

EXPORTS

The export of the Company during the year was Rs. 697.82 Crores as compared to Rs. 1,376.96 Crores during the last financial year. The decline in the export was mainly due to lack of working capital and intense competition in the export market.

CHANGE IN SHARE CAPITAL

There is no change in the share capital of the Company during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (''the Act) and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements form part of this Annual Report. The Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards (IND AS) notified under section 133 of the Act read with Companies (Accounts) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of section 152 of the Act, Shn Vijay Kumar Jam is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year under review, due to health reasons, Mr. Murugan Navamam has resigned from Directorship of the Company with effect from March 26, 2018. Mr. Navm Khandelwal has vacated the office of Director with effect from October 22, 2018 due to some other preoccupations and time engagements. Mrs. Meera Dmesh Rajda has vacated the office of Director with effect from November 19, 2018 due to health reasons.

The details of the familiarization programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and other related matters are available on the website of the Company i.e. www.ruchisoya.com/famiharisation_programme_for_Independent_ Directors.pdf

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the company are Mr. Dmesh Chandra Shahra, Managing Director, Mr. Vijay Kumar Jam, Executive Director, Mr. Anil Singhal, Chief Financial Officer and Mr. R L Gupta, Company Secretary. It may be noted however that, pursuant to the NCLT order for commencement of the CIRP and in line with the provisions of the Code, the powers of the Board of Directors stand suspended and exercised by IRP / RP.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, the Board of Directors (suspended during CIRP) confirms that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and 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 the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the company have been prepared on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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.

BOARD EVALUATION

Since the powers of the Board of Directors have been suspended with effect from 15th December, 2017 pursuant to the orders dated 15th December, 2017 passed by Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench, evaluation of Board has not taken place for the year 2017-18.

MEETINGS OF THE BOARD

The corporate insolvency resolution process (CIRP) of the Company has been in effect from December 15, 2017 as per the Orders passed by Hon''ble National Company Law Tribunal, Mumbai Bench. Prior to the commencement of CIRP, the Board of Directors met six times during the financial year 2017-18 and thereafter, since December 15, 2017 the powers of the Board of Directors have been suspended during the CIRP period. The dates of board meetings are May 29, 2017, August 14, 2017, September 6, 2017, September 26, 2017, November 2, 2017 and November 14, 2017.

One co-ordination meeting was called by Resolution Professional (RP) on 12th February, 2018 which was attended by Mr. Shailendra Ajmera, Resolution Professional, Mr. Dmesh Shahra, Managing Director, Mr. Vijay Kumar Jam, Executive Director, Mr. Navamam Murugan and Mrs. Meera Dmesh Rajda, Independent Directors.

EXTRACT OF ANNUAL RETURN OF THE COMPANY

The extract of the annual return of the Company as provided under sub-section (3) of section 92 of the Act is available at the website of the Company at link http://www.ruchisoya.com/Form_MGT_9_2018.pdf

AUDITORS AND THEIR REPORTS

Statutory Auditors

M/s. Chaturvedi & Shah., Chartered Accountants (Firm Registration No.l01720W) were appointed as Statutory Auditors of the company at the Annual General Meeting held on 27th day of September, 2017, for a period of 5 years from the conclusion of 31st Annual General Meeting till the conclusion of 36th Annual General Meeting.

The Comments on the qualifications in the Auditors'' Report on the financial statements of the Company for financial year 2017-18 are as provided in the Statement on Impact of Audit Qualifications which is annexed hereafter as Annexure I and forms part of this report.

BRANCH AUDITORS

M/s. KR & Co., Chartered Accountants (Firm Registration No. 025217N) were appointed as Branch Auditors of the Company at the 28th Annual General Meeting of the Company for a period of five years i.e. until the conclusion of the 33rd Annual General Meeting of the Company, subject to ratification of their appointment by members at every Annual General Meeting held after the 28th Annual General Meeting. However, they have expressed their unwillingness to continue as Branch Auditors of the Company. The same has been taken on record.

COST AUDITORS

The Company has made and maintained the cost records as specified by the Central Govt. under sub-section (1) of section 148 of the Act. The Resolution Professional has re-appointed M/s. K.G. Goyal & Co., Cost Accountants (Registration No. 000017), to conduct audit of the cost accounting records of the Company for the financial year 2018-19 at a remuneration of Rs. 4.40 lakh (Rupees Four Lacs Forty Thousand Only) subject to payment of applicable taxes thereon and re-imbursement of out of pocket expenses. As required under Section 148 of the Act, a resolution regarding ratification of the remuneration payable to M/s. K.G. Goyal & Co., Cost Accountants, forms part of the Notice convening the 32nd Annual General Meeting of the Company.

SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company (suspended during CIRP) had appointed Mr. Prashant Diwan, Practicing Company Secretary, to conduct Secretarial Audit of the Company for the year ended March 31, 2018. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, however, the reference to specific event / action which took place during the year is self explanatory.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2018, the Subsidiaries, Joint Ventures and Associate Companies of your Company are as follows:

Subsidiary Companies

Ruchi Worldwide Limited (Subsidiary)

Mng Trading Private Limited (Subsidiary)

Ruchi J-Oil Private Limited (Subsidiary)

Ruchi Ethiopia Holdings Limited, Dubai (Subsidiary)

Ruchi Industries Pte. Limited, Singapore (Subsidiary)

RSIL Holdings Private Limited (Subsidiary)

Ruchi Agri PLC, Ethiopia (Step-down Subsidiary)

Ruchi Agri Plantation (Cambodia) Pte. Limited, Cambodia (Step- down Subsidiary)

Palmolien Industries Pte. Limited, Cambodia (Step-down Subsidiary)

Ruchi Agri Trading Pte. Limited, Singapore (Step-down Subsidiary)

Ruchi Agri SARLU, Madgascar (Step-down Subsidiary)

Ruchi Middle East DMCC, Dubai (Step Down Subsidiary)

Joint Ventures

Indian Oil Ruchi Biofuels LLP

Associate Companies

GHI Energy Private Limited

There has been no material change in nature of business of the subsidiaries except that Ruchi J-Oil Private Limited has gone into voluntary liquidation with effect from 21st August, 2018 and in the matter of Ruchi Agri Private Limited Company, the Federal First Instance Court of The Federal Democratic Republic of Ethiopia has passed an order dated November 14, 2017 mentioning that Bankruptcy decision was passed on Ruchi Agri Private Limited. This decision is said need to be effective for the time being in line with S/L/No.982.

The statement containing salient features of the financial statements and highlights of performance of its Subsidiaries, Joint Venture and Associate Companies and their contribution to the overall performance of the Company during the period is attached with the financial statements of the Company in form AOC-1. The Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www. ruchisoya.com. Further, the audited financial statements together with related information of each of the subsidiary Companies have also been placed on the website of the Company at www.ruchisoya.com.

The policy for determining material subsidiary as approved by the Board of Directors of the Company is available on the website of the Company at www.ruchisoya.com/RSIL_Policy_Matenal_Subsidiary.pdf

PARTICULARS OF LOANS & ADVANCES, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans/advances, investments, guarantees made and securities provided during the year as required under the provisions of Section 186 of the Act and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provide in the respective notes to the standalone financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with related parties during the financial year were on arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant related party transactions made by the Company with related parties which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are reportable in terms of the provisions of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with related parties are provided in Note 39 to the financial statements in accordance with the Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Since all the related party transactions entered into by the Company, were in ordinary course of business and were on Arm''s length basis, disclosure in form AOC- 2 as required under Section 134(3)(h) of the Act is not applicable.

The policy on materiality of related party transactions and on dealing with related party transactions is available at Company''s website at the link http://ruchisoya.com/RSIL_Policy_Matenality.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is annexed as Annexure III to this Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of operations. The details relating to internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

RISK MANAGEMENT

The company has established Risk Management process to manage various risks. The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

CORPORATE GOVERNANCE

Detailed Report on Corporate Governance as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided under separate section and forms part of this Report.

The requisite certificate issued by Statutory Auditors of the Company confirming the compliance of the conditions stipulated under Regulations is attached to the Report on Corporate Governance.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

During the year, the Company has not issued stock options to the employees of the Company. The details of shares issued under the Scheme and the disclosures in compliance with Section 62 of the Act read with rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits)

Regulations, 2014 are annexed as Annexure IV to this report. During the financial year 2017-18, there has been no change in the Scheme. Further, it is confirmed that the Scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to the Scheme are available on the website of the Company at www.ruchisoya.com.

PARTICULARS OF EMPLOYEES

Information required pursuant to Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure V to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the Annual Report is being sent to the members excluding the aforesaid annexure. In terms of the provisions of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics. The policy provides adequate safeguards against victimization of Directors and employees who avail such mechanism and also provides for direct access to the Vigilance Officer and the Chairman of Audit Committee. The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no personnel was denied access to the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at www.ruchisoya.com/RSIL_whistleBlower.pdf

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment. No complaint was pending at the beginning of the year and none was received during the year.

NOMINATION, REMUNERATION AND EVALUATION POLICY

In accordance with the provisions of Section 178 of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Nomination, Remuneration and Evaluation Policy which lays down a framework in relation to criteria for selection and appointment of Directors, Key Managerial Personnel and Senior Management of the Company along with their remuneration.

The Nomination, Remuneration and Evaluation policy of the company is available at company''s website at the link http://www.ruchisoya.com/ Nommation % 20 and % 20 remuneration % 20 policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has a duly constituted Corporate Social Responsibility (CSR) Committee, which is responsible for fulfilling the CSR objectives of the Company. The Committee comprises of Mr. N. Murugan (Chairperson), Mr. Dinesh Chandra Shahra and Mr. Vijay Kumar Jam (Members). The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was approved by the Board and is available at the website of the Company at link http://www.ruchisoya.com/RSIL%20CSR%20Policy.pdf.

During the year, the Company was not required to spend any amount on CSR activities/programs as the Company did not have positive average net profits calculated in terms of the provisions of Section 135 read with Section 198 of the Act. The Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure VI to this Report.

OTHER COMMITTEES OF THE BOARD

Since the powers of the Board of Directors have been suspended w.e.f. 15* December, 2017 pursuant to the orders dated 15* December, 2017 passed by Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench, the powers of the various committees have also been suspended with effect from the same date as per SEBI circular No. SEBI/LAD-NRO/GN/2018/21 dated 31st May, 2018 and hence no meetings have since been conducted.

Prior to the commencement of corporate insolvency resolution process, the Board had three Committees viz Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee as mandated under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the role of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee along with their composition, number of meetings held during the financial year and attendance at the meetings are provided in the Corporate Governance Report, which forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in a separate section forming part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS

The following significant and material orders have been passed by the regulators or courts or tribunals (i) the Order dated December 15, 2017 passed by the Hon''ble National Company Law Tribunal, Mumbai Bench initiating corporate insolvency resolution process in the company with effect from December 15, 2017; (ii) The Ministry of Corporate Affairs has passed an Order dated April 10, 2018 in regards to investigation into the affairs of the Company under section 212(1) of the Act; (iii) the Securities and Exchange Board of India (SEBI) had passed an ex-parte ad-interim order on 24th May, 2016 restricting the Company and other parties from buying, selling or dealing in the securities market either directly or indirectly, in any manner, whatsoever till further instructions. Thereafter, on 8th March, 2017, SEBI had confirmed the above referred order with an interim relief to the Company by permitting to trade or deal in commodity derivative markets for the limited purpose of hedging the physical market positions under the supervision of the Exchanges. Except the above, no other significant or material orders were passed by the Regulators or Courts or Tribunals.

GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Executive Director of the Company receives any remuneration or commission from any of its subsidiaries.

5. No fraud has been reported by the Auditors to the Audit Committee or the Board.

6. No change in the nature of business of the Company during the year.

7. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

CAUTIONARY STATEMENT

The statements made in this Directors'' Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, outlook, expectations and others maybe forward-looking statements within the meaning of applicable laws and regulations. Actual results may differ from expectations than those expressed or implied. Important factors that could make difference to the Company''s operations includes change in government policies, global market conditions, import-export policy, foreign exchange fluctuations, financial position, raw material availability, tax regimes and other ancillary factors.

ACKNOWLEDGEMENT

The Board of Directors (suspended during CIRP) wish to express appreciation for the support and co-operation of the Committee of Creditors, various departments of Central and the State Governments, Bankers, Financial Institutions, Suppliers, Employees and Associates.

For and on behalf of the Board (suspended during CIRP)

Place : New Delhi

(Vijay Kumar Jain)

Date : 1st December, 2018

Executive Director

RUCHI SOYA INDUSTRIES LIMITED

(a company under corporate insolvency resolution process vide NCLT order)

ANNEXURE I

Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with Annual Audited Financial Results (Standalone)

Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2018 [See Regulation 33/52 of the SEBI (LODR) (Amendment) Regulations, 2016]

(Rs In Lakh)

I.

Sl.

No.

Particulars

Audited Figures (as reported before adjusting for qualifications)

Adjusted Figures (audited figures after adjusting for qualifications)

1.

Turnover / Total income

1,202,928.03

1,202,928.03

2.

Total Expenditure

1,803,952.42

1,840,440.42

3.

Net Profit/ (Loss)

(601,024.39)

(637,512.39)

4.

Earnings Per Share

(170.73)

(181.91)

5.

Total Assets

7,65,859.53

7,65,859.53

6.

Total Liabilities

12,20,719.02

12,57,207.02

7

Net Worth

(454,859.48)

(491,347.48)

8.

Any other financial itern(s) (as felt appropriate by the management)

-

II. Audit Qualification (each audit qualification separately):

1. a. Details of Audit Qualification: As mentioned in Note no. 2 of the Statement, no impairment assessment of tangible and intangible

assets in carrying value as at 31st 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 intangible assets

b. Type of Audit Qualification : Qualified Opinion •/ Disclaimer of Opinion / Adverse Opinion.

c. Frequency of qualification: Appeared first time

d. For Audit Qualification(s) where the impact is quantified by the auditor, Management''s Views: N.A

e. For Audit Qualification(s) where the impact is not quantified by the auditor:

(i) Management''s estimation on the impact of audit qualification: N.A

(n) If management is unable to estimate the impact, reasons for the same:

The Company is under CIRP and the Resolution professional is required to invite submission of resolution plans from potential resolution applicants, which shall be put up for necessary approvals before the Committee of Creditor (''CoC'') and the honourable NCLT. The CIRP is not yet concluded and hence, the final outcome is yet to be ascertained. The company has not taken in consideration impact on the value of the assets due to this information for impairment, if any, in preparation of Financial Statements as required by Ind-AS 10 on Events after the reporting period. Further, the Company has not made assessment of impairment as required by Ind AS 36 on Impairment of Assets, if any, as at 31st March 2018 in the value of tangible and intangible assets.

(iii) Auditors'' Comments on (i) or (ii) above:

Refer Basis for Qualified Opinion in audit report read with relevant notes in the financial results, the same is self explanatory.

Audit Qualification (each audit qualification separately):

a. Details of Audit Qualification:

Attention is drawn to Note no. 3 of the Statement, wherein it is stated that trade receivables 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.

b. Type of Audit Qualification : Qualified Opinion •/ Disclaimer of Opinion / Adverse Opinion

c. Frequency of qualification: Appeared first time

d. For Audit Qualification(s) where the impact is quantified by the auditor, Management''s Views: One of the customers to whom wind power was sold during the year, has remitted Rs. 1,189.24 Lakhs in one of the bank account of the Company has not yet reflected in Company''s bank account. Necessary reconciliation process is being carried out. Pending reconciliation, the trade receivable is higher by an equivalent amount as at 31st March 2018. However, the same does not have any impact on total asset of the Company.

e. For Audit Qualification(s) where the impact is not quantified by the auditor:

(i) Management''s estimation on the impact of audit qualification: N.A

(n) If management is unable to estimate the impact, reasons for the same: N.A

(iii) Auditors'' Comments on (i) or (ii) above: N.A

3.

Audit Qualification (each audit qualification separately): a. Details of Audit Qualification: Attention is drawn to Note no. 4 of the Statement regarding non- availability of Dernat 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. b. Type of Audit Qualification : Qualified Opinion Disclaimer of Opinion / Adverse Opinion c. Frequency of qualification: Appeared first time d. For Audit Qualification(s) where the impact is quantified by the auditor, Management''s Views: N.A e. For Audit Qualification(s) where the impact is not quantified by the auditor: (i) Management''s estimation on the impact of audit qualification: Inspite of repeated reminders to the depositary participants, Demat statement could not be produced before the auditors. However the securities are available in Demat account in the absence of information to the contrary. (ii) If management is unable to estimate the impact, reasons for the same: N.A (iii) Auditors'' Comments on (i) or (ii) above: Refer Basis for Qualified Opinion in audit report read with relevant notes in the financial results, the same is self explanatory.

4.

Audit Qualification (each audit qualification separately): a. Details of Audit Qualification:

As mentioned in Note no. 5 of the Statement, 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. 17,882. 96 Lakh, bank guarantee given by the Company aggregating to Rs. 2947.99 Lakh, independent balance confirmations as at 31stMarch 2018 is not received. However, 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 account. 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 financial results is not currently ascertamable. b. Type of Audit Qualification : Qualified Opinion / Disclaimer of Opinion / Adverse Opinion c. Frequency of qualification: Appearing since financial year 2016-17 d. For Audit Qualification(s) where the impact is quantified by the auditor, Management''s Views: N.A e. For Audit Qualification(s) where the impact is not quantified by the auditor: (i) Management''s estimation on the impact of audit qualification: For non-receipt of independent balance confirmation management is of the view that there will not be significant variation in respect of borrowings, bank balances and bank guarantees. (n) If management is unable to estimate the impact, reasons for the same: In accordance with the Code, public announcement was made calling upon the financial creditors and operational creditors of the company to submit their claims with the Interim Resolution Professional (''IRP) latest by December 29, 2017. In accordance with the Code, the IRP/RP has to receive, collate and admit the claims submitted against the Company. Such claims can be submitted to the IRP/RP during CIRP, till the approval of a resolution plan by the Committee of creditors (CoC). Pursuant to the claims received on December 29, 2017, the CoC was formed on January 5, 2018 and the list of such creditors was duly notified to the NCLT and uploaded on the company website. Thereafter, there have been regular revisions to the list in view of the claims received and the Company and RP are in process of receiving, collating, verifying, seeking clarifications, sending communications for unreconciled balance calling for additional documents to substantiate whole / part of the unreconciled claims on such claims. In respect of claims submitted by the financial creditors as on 15th December 2017, the same is exceeding amount appearing in the books of accounts. The process for submission and reconciliation of claims as on the Insolvency Commencement Date remains an on-going process. (iii) Auditors'' Comments on (i) or (ii) above: Refer Basis for Qualified Opinion in audit report read with relevant notes in the financial results, the same is self explanatory.

5.

Audit Qualification (each audit qualification separately): a. Details of Audit Qualification:

Attention is drawn to Note No. 6 of 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 advance, 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 Instruments (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 Ind AS — 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, b. Type of Audit Qualification : Qualified Opinion Disclaimer of Opinion / Adverse Opinion c. Frequency of qualification: Appeared first time d. For Audit Qualification(s) where the impact is quantified by the auditor, Management''s Views: Since the Creditors submitted their claims as at 15th December 2017 to Resolution Professional and those claims are admitted by Resolution Professional. This stand is taken on the premise that these liabilities will be discharged/settled as at 15th December 2017 under the Insolvency and Bankruptcy Code and no additional liability needs be accounted. e. For Audit Qualification(s) where the impact is not quantified by the auditor: (i) Management''s estimation on the impact of audit qualification: N.A (n) If management is unable to estimate the impact, reasons for the same: N.A (iii) Auditors'' Comments on (i) or (ii) above: N.A

6.

Audit Qualification (each audit qualification separately): a. Details of Audit Qualification:

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 part of 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. b. Type of Audit Qualification : Qualified Opinion •/ Disclaimer of Opinion / Adverse Opinion c. Frequency of qualification: Appeared first time d. For Audit Qualification(s) where the impact is quantified by the auditor, Management''s Views: N.A e. For Audit Qualification(s) where the impact is not quantified by the auditor: (i) Management''s estimation on the impact of audit qualification: N.A (ii) If management is unable to estimate the impact, reasons for the same: The RP is obliged not to share certain information which are integral part of the CIRP, in order to maintain confidentiality of the process and in line with the directions of the CoC. (iii) Auditors'' Comments on (i) or (ii) above: Refer Basis for Qualified Opinion in audit report is self explanatory.

III.

Signatories:

Anil Singhal

Shailendra Ajmera

CFO

Resolution Professional IP Registration no.

IBBI/IPA-001/IP-P00304/2017-18/10568

Place: New Delhi

Date: 07 June, 2018

Auditors

Refer our Independent Auditors'' Report dated 07, June 2018 on Standalone Financial Results of the Company

For Chaturvedi & Shah

Chartered Accountants

(Firm Registration Number: 101720W)

Vijay Napawaliya

Partner

Membership Number: 109859

Place: Mumbai Date: 07 June, 2018

ANNEXURE II SECRETARIAL AUDIT REPORT

Form No. MR-3 FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To

The Members

Ruchi Soya Industries Limited Ruchi House, Royal Palms, Survey No. 169 Aarey Milk Colony, Near Mayur Nagar Goregaon (East), Mumbai - 400 065

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ruchi Soya Industries Limited having CIN: L15140MH1986PLC038536 (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Further, the Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench, has admitted petition for initiation of Corporate Insolvency Resolution 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. In view of this, my verification and/or examination of the Board process and compliance, Secretarial Standards as well as related relevant Minutes Books, Papers and documents etc are restricted for the period 01.04.2017 to 15.12.2017 and wherever applicable herein after in this Secretarial Audit Report.

Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the minute books, books, papers, forms and returns filed and other records maintained by the Company for the financial year ended 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of External Commercial Borrowings, Overseas Direct Investment and Foreign Direct Investment.;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; and

(d) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(vi) Food Safety and Standards Act, 2006

As per the explanations given to me in the representations made by the management and relied upon by me, during the period under review, provisions of the following regulations were not applicable to the Company:

(i) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India under the Companies Act, 2013. (ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. to the extent applicable.

I further report that during the period from 01.04.2017 to 15.12.2017,

1) the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non — Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

2) Adequate notice is generally given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

3) Majority decision is carried through and as informed, there were no dissenting members'' views and hence not recorded as part of the minutes.

I further report that as per the explanations given to me in the representations made by the management and relied upon by me there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

As per the information provided and explanations given to me in the representations made by the management and relied upon by me, I further report that, the following are the specific event/ action took place, having a major bearing on the Company''s affairs, in pursuance of the above referred laws, rules, regulations, guidelines, etc.,

1) The National Company Law Tribunal (NCLT), Mumbai Bench, vide order dated 15th December 2017 (Insolvency Commencement Order) has initiated Corporate Insolvency Resolution Process (CIRP) based on petitions filed by Standard Chartered Bank and DBS Bank Ltd u/s 7 of the Insolvency and Bankruptcy Code, 2016 (the Code). Mr. Shailendra Ajmera IP Registration No. IBBI/IPA-001/IP-P00304/2017-18/10568 was appointed as Interim Resolution Professional (IRP) to manage affairs of the Company in accordance with the provisions of Code. In the first meeting of committee of creditors held on 12th January 2018, Mr. Shailendra Ajmera had been confirmed as Resolution Professional (RP/ Resolution Professional) for the Company. Pursuant to the Insolvency Commencement Order and in line with the provisions of the Code, the powers of the Board of Directors were suspended and the same were to be exercised by IRP / RP. By an order dated 8th June 2018, NCLT has extended the CIRP for a further period of 90 days with effect from 12th June, 2018.

2) It was 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 part of the CIRP are confidential in nature and could not be shared with anyone other than the Committee of Creditors and NCLT. Accordingly, no comment is offered on the possible compliance impact if any, that may arise.

3) The 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.

4) (i) Certain lenders have sent notices/letters recalling their loans given and called upon the Company to pay entire dues and other liability in

view of continuing default in payment of dues by the Company

(ii) Few of the lenders have also issued willful defaulter notices and filed petition for winding up of the Company.

5) It has been observed from the Audit Report for the Financial Year 2017-2018 that the Company has not Complied with requirements of Ind AS - 23 on Borrowing Cost read with Ind AS - 109 on Financial Instruments and Ind AS — 21 on The Effects of Changes in Foreign Exchange Rates.

6) It is observed that some of the designated employees of the Company have not complied with the Code of Conduct of the Company under the SEBI (Prohibition of insider Trading) Regulation, 2015 and same has been intimated by the Company to the SEBI.

CS Prashant Diwan Practising Company Secretary FCS : 1403 CP: 1979

Date: 20.10.2018 Place : Mumbai

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

Annexure A

To

The Members

Ruchi Soya Industries Limited

Ruchi House, Royal Palms, Survey No. 169 Aarey Milk Colony, Near Mayur Nagar Goregaon (East), Mumbai - 400 065

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of Accounts of the company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate, Specific and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

CS Prashant Diwan Practising
Company Secretary FCS : 1403 CP: 1979

Date: 20.10.2018 Place : Mumbai

ANNEXURE III TO THE DIRECTORS'' REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Ruchi Soya industries Ltd. has always believed and operated in an environment friendly and safe manner for the long-term benefit of all stakeholders. All the plants work towards reducing the impact of its operations on the environment and are always taking effective measures to conserve energy and promote the use of renewable energy to drive efficiencies in its operations. During the year under review, many steps were taken which are listed below

(A) CONSERVATION OF ENERGY

Steam Energy Saving:

• Regular monitoring of steam trap to save heat/ steam energy.

• Insulation on valves, bend, flanges to avoid heat loss & steam energy saving.

• Condensate recovery system to utilize to save heat/ steam energy.

• Reduction of open steam in process hence to reduce steam energy at refinery.

• Conversion of diesel fuel based boiler to husk based boiler to reduce operational cost at Kakmada & Baran Plants.

• Installation of Plate heat exchanger to utilize heat of final crude oil or refined oil to save steam energy.

• To increase turbine utilization vacuum system designed on low pressure & preventing venting of steam.

Electrical Energy saving:

• Old & inefficient gear boxes worm reduction replaced by helical type for power saving. Variable frequency drive installed to reduce excess power consumption by motors.

• Halogen lighting replaced by LED to save electrical energy.

• Higher capacity pumps & motors replaced by efficient pumps & motors after conducting audit.

• By automation on cooling tower fan with temperature of water we reduce power consumption.

Other Areas:

• To reduce effluent water load we installed nozzle centifuse at palm oil plant to recover oil from effluent water.

• Utilization of agro fuel with coal to reduce operation cost or steam cost.

• Installation of Reject recycle RO plant to reduce wastage of water. Utilization of RO reject water/ blow down water directly in cooling tower of refinery to reduce water consumption in process.

• Continued the physical refining process of oil to reduce chemical consumption.

(B) TECHNOLOGY ABSORPTION

(I) The efforts made towards technology absorption:

In order to maintain its leadership position, your Company is continuously focusing on upgrading its product and manufacturing technology as well as acquiring new and advanced technology to meet the emerging expectations of the customers. The R&D department is actively involved in the development and implementation of advanced utility generation system to make manufacturing process efficient and has procured Indigenous Technology of Co-generation (STG set-Steam Turbine & Generator set). The activities are in full consonance with the Company''s objective of utilizing advanced energy efficient solutions at minimum cost.

(II) The benefits derived like product improvement, cost reduction, product development or import Substitution:

Introduction of new technologies has helped the Company to achieve more efficient operations, manufacture high quality and safe products, reduce energy cost and better energy utilization. By adoption of latest advanced technologies, the Company intends to capitalize the technology for incorporation into its brands at competitive price for making them more attractive to the end customers. The Company is also taking measures to mitigate all future risks related to technology by taking appropriate emerging technology, green initiatives etc. to meet future emission standards.

(III) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

(a) The details of technology imported : None

(b) The year of import : Not Applicable

(c) Whether the technology been fully absorbed : Not Applicable

(d) If not fully absorbed, areas where absorption has not

taken place and the reasons thereof : Applicable

(IV) The expenditure incurred on Research and Development:

Expenditure incurred on research and development are charged under primary heads of accounts and not allocated separately.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign exchange earned in terms of actual inflows during the year was Rs. 697.82 Crore (Previous year Rs. 1,376.96 Crore) and the foreign exchange outo during the year in terms of actual outflows was Rs. 3,167.27 Crore (Previous year Rs. 5,155.04 Crore).

For and on behalf of the Board (suspended during CIRP)

Place : New Delhi Date : 1st December, 2018

(Vijay Kumar Jain) Executive Director

ANNEXURE IV TO THE DIRECTORS'' REPORT

Information and Disclosure as required under Section 62of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 in relation to Employee Stock Option Scheme — 2007 as on March 31, 2018 are below:

I

General Terms & Conditions

(a)

Date of Shareholders'' approval

November 28, 2007 as modified on June 16, 2009

(b)

Total number of options approved under ESOS

54,71,000 Options

(c)

Vesting Requirements and Conditions

The options will vest only if the Eligible employee of the Company is in the continuous employment as on the date of vesting.

Other Conditions:The holders of the Employee Stock Options are entitled to exercise the option within a period of three years from the date of first vesting, failing which post expiry of grace period of one year they stand cancelled. In the case of termination of employment by the Company, all options, vested or not, stand cancelled immediately. In case of voluntary resignation, all un-vested options stand cancelled.The resigning employees may exercise the vested options concurrently with the resignation, beyond which such options stand cancelled. In the event of death of an employee, retirement or the employee becoming totally and permanently disabled, all unvested options vest immediately and can be exercised during the original term of the option.

(d)

Exercise price or pricing formula

Eligible employees are entitled against each option to subscribe for one equity share of face value of Rs. 2/- each at a premium of Rs. 33/- per share.

(e)

Maximum term of options granted

Refer (c) Vesting requirements and Conditions — Other Conditions.

(f)

Source of shares

Primary

(g)

Variation in terms of option

NIL

II

Method used to account for ESOS

(i) Intrinsic value - for options vested before the date of transition to Ind AS i.e. 1st April, 2015.(ii) Fair value - for options vested after date of transition to Ind AS i.e. 1st April, 2015.

III

Where the Company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost that shall have been recognized if it had used the fair value of the options shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed.

Not Applicable

IV

Option movement during the year 2017-18

(a)

No. of options outstanding at the beginning of the period

7,34,500

(b)

No. of options granted during the year

(c)

No. of options forfeited/lapsed during the year

2,12,000

(d)

No. of options exercised during the year

Nil

(e)

No. of shares arising as a result of exercise of options

Nil

(f)

Money realized by exercise of options (Amount in Rs.)

Nil

(g)

Loan repaid by the Trust during the year from exercise price received

Not Applicable

(h)

No. of options outstanding at the end of the year

5,22,500

©

No. of options exercisable at the end of the year

5,22,500

V

Weighted average exercise prices and weighted average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock options.

Weighted average exercise price: Rs 35 per Share. Weighted average fair value of options: Rs 45.85 per Share.

VI

Employee wise details (Name of Employee, designation, number of options granted during the year, exercise price) of options granted to:

(a)

Senior Managerial Personnel (Including KMP)

None

(b)

Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year

None

(c)

Identified employees who were granted option during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

None

VII

A description of the method and significant assumptions used during the year to estimate the fair value of options.

The Securities and Exchange Board of India (SEBI) has prescribed two methods to account for stock grants; (i) the intrinsic value method; (ii) the fair value method. The Company adopts the intrinsic value method to account for the stock options it grants to the employees. The Company issues the Grants at Fixed price of Rs 35 per share. Hence other details are not applicable.

For and on behalf of the Board (suspended during CIRP)

Place : New Delhi

(Vijay Kumar Jain)

Date : 1st December, 2018

Executive Director

ANNEXURE V TO THE DIRECTORS'' REPORT

The information 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 are as given below:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year : Mr. Dmesh Shahra: 1000000: 27907

Mr. Vijay Kumar Jam: 433225: 27907

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year :

Mr. Dinesh Shahra, Managing Director

- No increase.

Mr. Vijay Kumar Jam, Executive Director

- 15.21

Mr. Anil Smghal, Chief Financial Officer

- 12.79

(appointed CFO with effect from September 13, 2016.)

Mr. R L Gupta, Company Secretary

- 9.96

3. The percentage increase in the median remuneration of employees in the financial year : 9.90

4. The number of permanent employees on the rolls of Company: 2867 as on March 31, 2018.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Managerial 8.4% & Non Managerial 6.5%

6. Affirmation that the remuneration is as per the remuneration policy of the Company:

The remuneration is as per the Nomination, Remuneration and Evaluation policy of the Company.

For and on behalf of the Board (suspended during CIRP)

Place : New Delhi

(Vijay Kumar Jain)

Date : 1st December, 2018

Executive Director

ANNEXURE VI TO THE DIRECTORS'' REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

The Corporate Social Responsibility Policy of the Company as approved by the Board of Directors, is uploaded on the Company''s Website i.e. www.ruchisoya.com. Since the Company does not have average net profit calculated under Section 135 read with Section 198 of the Companies Act, 2013, the Company has not spent any amount on its Corporate Social Responsibility programs/activities during the financial year 2017-18.

2. The Composition of the CSR Committee:

Since the Company is under Corporate Insolvency Resolution Process (CIRP), the provision related to composition of the CSR Committee is not applicable.

3. Average net profit of the Company for last three financial years: NIL

4. Prescribed CSR Expenditure (Two percent of the amount as in item 3 above): NIL Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year: Rs. NIL

(b) Amount unspent, if any: Not Applicable

(c) Manner in which the amount spent during the financial year is detailed below:

5.

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

S. No.

CSR project or activity identified

Sector in which the project is covered

Projects or programs: (1) Local area or other, (2) Specify the state and district where projects or programs was undertaken

Amount outlay (Budget) project or programs wise (Rs in Lakh)

Amount spent on the projects or programs. Sub-heads: (1) Direct expenditure on projects or programs, (2) Overheads (Rs in Lakh)

Cumulative expenditure up to the reporting period (Rs. in Lakh)

Amount spent: Director or through implementing agency (Rs in Lakh)

NA

NA

NA

NA

NA

NA

NA

6. In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report: Not Applicable.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company:

Since the Company is under Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors have been suspended.

For and on behalf of the Board (suspended during CIRP)

Place : New Delhi

(Vijay Kumar Jain)

Date : 1st December, 2018

Executive Director

Director’s Report