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Rasoya Proteins Ltd.

BSE: 531522 Sector: Industrials
NSE: RASOYPR ISIN Code: INE904G01038
BSE 00:00 | 05 Nov Rasoya Proteins Ltd
NSE 05:30 | 01 Jan Rasoya Proteins Ltd
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Sell Qty 88502.00
OPEN 0.16
CLOSE 0.16
VOLUME 10
52-Week high 0.16
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.16
Sell Qty 88502.00

Rasoya Proteins Ltd. (RASOYPR) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Twenty Fourth (24th) Annual Report onthe business and operations of the Company together with the Audited Financial Accountsfor the Financial Year ended on March 312016.

Financial summary or highlights/Performance of the Company

Particulars

Financial Year (Amount in Crores)

Standalone

Consolidated

2015-16 2014-15 2015-16 2014-15
Gross Income 76.59 465.11 76.59 729.39
Profit Before Interest and Depreciation (307.64) 1.88 (290.94) 11.03
Finance Charges 4.47 49.40 4.47 49.40
Gross Profit (3.09) 23.82 (3.09) 70.31
Provision for Depreciation 12.11 12.47 12.11 12.47
Exceptional Item 92.82 0.00 92.82 0.00
Net Profit Before Tax (231.41) (59.99) (400.35) (50.85)
Provision for Tax/Deferred Tax/CSR (1.07) 0.00 (1.07) (1.06)
Net Profit After Tax (313.57) (58.93) (389.69) (49.79)
Balance of Profit brought forward 42.30 101.24 183.76 209.75
Balance available for appropriation (313.57) (59.12) (389.69) (49.79)
Proposed Dividend on Equity Shares 0.00 0.00 0.00 0.00
Taxon proposed Dividend 0.00 0.00 0.00 0.00
Transfer to General Reserve 0.00 0.00 0.00 0.00
Surplus carried to Balance Sheet (271.26) 42.12 (205.93) 159.78

2. Financial performance Standalone

During the performance under review the company's net revenue from operations is Rs.76.59 Crores as against Rs. 465.11 Crores in the previous year. Profit before Interest andDepreciation and tax is decreased to (307.64) Crores in financial year 2015-16 as againstRs. (89.90) Crores in financial year 2014-15.

Consolidated

During the performance under review the company's net revenue from operations is Rs.76.59 Crores as against Rs. 729.83 Crores in the previous year. Profit before Interest andDepreciation and tax is decreased to (290.94) Crores in financial year 2015-16 as againstRs. (101.77) Crores in financial year 2014-15.

3. State of affairs of the Company

During the financial year there was complete mismatch in purchase price of raw materialand selling price of finished goods. This has resulted in operational losses. However dueto unseasonal rains the crop was badly damaged and there was complete failure of soya cropin Vidarbha Region and adjourning areas. Under such situation not only our plant butseveral other plants of the region have closed their operations. Also the company hasincurred cash losses in the previous year and the year under review. Due to nonsustainability in business due to various outside factors which are beyond the control ofthe company heavy cost of debt non recoverability of dues the company has incurred theselosses. Owing to such a scenario the major manufacturing facilities of the company hasbeen stalled.

4. Change in Ihe nature of business

During the year under review there was no change in the nature of the business of theCompany.

5. Dividend

In view of losses your directors do not recommend any dividend for the current yearunder review.

6. Share Capital

The paid-up Equity Share Capital as at March 312016 stood at Rs. 1708931700.00/-.During the year under review the Company has not issued shares with differential votingrights nor has granted any stock options or sweat equity shares.

7. Directors and Key Managerial Personnel

Retire by Rotation

• Mrs. Manik Anil Lonkar Non- Executive Director retires by rotation at theforthcoming Annual General Meeting and being eligible offers herself for re-appointment.

Appointment

• Mr. Ramakant Laxmanrao Labhe has been appointed as Additional Director anddesignated as the Independent Director of the Company with effect from 13th January 2016.

• Mr. Ramrao Shivram Nistane has been appointed as Additional Director anddesignated as the Independent Director of the Company with effect from 24th May 2016.

Resignation

• Mr. Prakash Dattatraya Mujumdar has been resigned from the post of IndependentDirector of the Company with effect from 17th June 2015.

• Mr. Vishnu Bhagade has been resigned from the post of Independent Director ofthe Company with effect from 17th August 2015.

• Mr. Sudhakar Ramchandra Khankhoje has been resigned from the post of IndependentDirector of the Company with effect from 1st December 2015.

• Mr. Ashok Narayan Deshpande has been resigned from the post of IndependentDirector of the Company with effect from 19th December 2015.

• Mr. Sameer Yashwantrao Damle has been resigned from the post of ExecutiveDirector and Chief Financial Officer of the Company with effect from 30th March 2016.

• Mr. Prashant Govindrao Duchakke has been resigned from the post of ExecutiveDirector of the Company with effect from 30th March 2016.

8. Insurance

All the assets (Movable/lmmovable) of your Company are adequately insured.

9. Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year five Board Meetings and four Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

10. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return inFormMGT-9 as a part of this Annual Report as "ANNEXE! RE -1".

11. Formal Annual Evaluation

Your Company has devised a Policy selection of directors determining independence ofdirectors and for performance evaluation of Independent Directors Board Committees andother individual Directors which include criteria for performance evaluation of thenonexecutive directors and executive directors.

12. Particulars of Employees

The details pursuant to Section 197 (12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014enclosed as"ANNEXURE - II" Further during the year under review none of theemployees are receiving remuneration as set out in Rule 5 (2) of the are In terms of theprovisions of Rule (5) (2) of the Companies (Appointment And Remuneration Of ManagerialPersonnel) Rules 2014.

13. Particulars of contracts or arrangements with related parties

Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on an arm's length basis therefore Form AOC-2 is notapplicable to the Company. The details of the transactions entered are mentioned in PointNo. 47 of the Notes to the Accounts attached herewith.

14. Company's Policy on Directors' Appoinlmenl and Remuneration

The Board had on the recommendation of the Nomination and Remuneration Committee frameda policy for selection and appointment of Directors Key Managerial Personnel and SeniorManagement Personnel and their remuneration. The policy is given as"ANNEXURE-III" to this Report.

15. Details of Subsidiarv/Joint Ventures/Associate Companies

As on March 312016 your Company has two (2) Wholly Owned Subsidiaries (WOS) viz."RPL International Trade FZE" & "RPL (HK) Foods & Feed CorporationLimited" incorporated outside India and three(3) Associate Companies viz."Rasoya Foods and Drinks Private Limited" "Ivory Exports PrivateLimited" and "Eiravat Tradelinks Private Limited" pursuant to sub-section(3) of section 129 of the Act the statement containing the salient featureofthefinancialstatement of a company's subsidiaries is given in FormAOC-1as"ANNEXURE-IV"tothis Report.

Further the Annual Accounts and related documents of the subsidiary company shall bekept open for inspection at the Corporate Office of the Company during the working hours.The Company will also make available copy thereof upon specific request by any Member ofthe Company interested in obtaining the same. Further pursuant to Accounting StandardAS-21 issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company in this Annual Report includes thefinancialinformation of its subsidiary.

16. Declaration by an Independent Directors)

The Company has received declarations from all the Independent Directors of the Companyas per the provisions of Section 149 subsection (7) of the Companies Act 2013 confirmingthat they meet the criteria of independence as prescribed both under Section 149sub-section (6) of the Companies Act 2013 read with the Rule 4 of Companies (Appointmentand Qualification of Directors) Rule 2014 and the SEBI (Fisting Obligations andDisclosures Requirement) Regulations 2015.

17. Cash flow Statement

The Cash flow statement for the year ended 31 st March 2016 is attached to the BalanceSheet.

18. Statutory Auditors

The Auditors M/S. V.N. Bhuwania & Co. Chartered Accountants Mumbai (ICAI FirmRegistration Number: 101482W) retire at the ensuing Annual General Meeting and beingeligible offer themselves for re-appointment from the conclusion of this Annual GeneralMeeting [AGM] till the conclusion of the Annual General Meeting to be held in the year2017 subject to ratification of their appointment at every Annual General Meeting of theCompany They have confirmed their eligibility to the effect that their re-appointment ifmade would be within the prescribed limits under Section 139 of the Companies Act andthat they are not disqualified for reappointment.

19. Statutory Auditors' Report

The Auditors' Report contains qualifications and the Company has given its comments onAuditors' Qualified Opinion for the Financial Year 2015-16. The details are mentionedhereunder:

Qualified Opinion (a)

The Company is facing acute shortage of recovery staff and due to the peculiar natureof industry: the previous debts are recovered when new goods are supplied. Since theCompany is not able to manufacture and supply fresh stock debtors are not paying olddues. In order to arrive at correct picture the Company has written off Debts worth Rs197.91 crores and is in the process of initiating legal action against them.

Qualified Opinion (b)

The Company"s Technical and Production General Manager conducted physical stockverification and valuation of inventories in the form of Raw material and Finished Goods.Based on form status and reliability of inventory they have identified the stock worthRs. 92.82 Crores unfit for production and human and animal consumption hence during theyear the company has sold substantial stock as scrap and the balance stock was written offto arrive at the correct picture of the company

Qualified Opinion (c)

The company has made repeated request to Bank of Baroda State Bank of India and NBFCasking them to provide them the balance confirmation certificate in respect of the fundbased facilities sanctioned to the company. However inspite of our repeated request theyhave not provided the balance confirmation and hence same was not made available.

Qualified Opinion (d)

Foreign Exchange Gain Rs. 41 Crores has not been recognized in accordance with AS 11as same pertains to the outstanding loan to WOS at Sharjah which is not likely to berepaid by the WOS in near future since the said funds have been earmarked for overseasoperations of the company.

Qualified Opinion (e)

During the year under review the major manufacturing facilities of the company was notin operation and with very marginal turnover the Company has incurred heavy cash Losses.Under the given situation the overall manpower strength alongwith persons capable ofhandling audits and accounts was reduced drastically and hence could not also appointinternal / cost auditor. Directors of your company will take appropriate steps to complywith the provision of the companies Act 2013 relating to the appointment and conduct ofaudit.

Qualified Opinion (0

Notwithstanding the above facts the accounts of the company have been prepared on theassumption of going concern. This is because the management is positive with regards tosettlement of bank dues and infusion of fresh funds into the company to meet the futureobligations and once again to start the manufacturing facilities.

20. Disclosure about Cost Audit

As per the provisions of Section 148 of the Companies Act 2013 and Rule 4 of theCompanies (Cost Records and Audit) Rules 2014 (including any amendment reenactmentthereof) the overall turnover of the Company from all its products immediately precedingfinancial year i.e. 201516 has not crossed the threshold limit of Rupees One HundredCrore therefore the Company is not required to get its cost records audited. However theCompany has duly maintained the Cost Records as it falls under the ambit of maintainingthe Cost Records under Rule 3 of (Cost Records and Audit) Rules 2014.

21. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Rachana Daga (M/s. R. A. Daga & Co.) Practicing Company SecretaryNagpur to undertake the Secretarial Audit of the Company. The report of the SecretarialAuditors is enclosed as "ANNEXURE-V" to this report.

22. Internal Audit & Controls

In pursuant to Section 138 of the Companies Act 2013 and as per the recommendation ofthe Audit Committee the Board of Directors of your Company has appointed M/s AmitPattalwar & Co. Chartered Accountants Nagpur as the Internal Auditors) of thecompany to carry out the Internal Auditfor the Financial year 2016-2017.

23. Vigil Mechanism/Whistle Blower Policy

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism/Whistle Blower Policy has been established by the Company to provideappropriate avenues to the employees to bring to the attention of the management any issuewhich is perceived to be in violation of or in conflict with the fundamental businessprinciples of the Company. The Vigil Mechanism/Whistle Blower Policy has been uploaded onthe website of the Company at www.rasoyaproteins.in under investors/Whistle Blower Policylink.

24. Events occurring alter Ihe balance dale

There are no significant events occurred after the Balance Sheet date which haveadverse material impact on financial statement or otherwise.

25. Risk management Policy and Report

Your company has taken adequate measures to mitigate the risks associated with thevarious risks impacting the Company which includes the identification of various elementsof risk impacting the company and mitigation of the same.

26. Material changes and commitments if any affecting Ihe financial position of Ihecompany which have occurred between the end of Ihe financial year of the company lo whichIhe financial statements relate and Ihe dale of Ihe report

During the year under review there is no such material changes and commitmentsaffecting the financial position of the company which have occurred between the end of thefinancial year of the companyto which the financial statements relate and the date of thereport.

27. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements

Your Company had laid down set of standards processes and structures which enables toimplement internal financial control across the organization and ensure that the same areadequate and operating effectively.

28. Deposits

The Company has accepted deposits from public during the year within the meaning of theprovisions of Section 58A 58AA of the Companies Act 1956 (Sec. 73 to Sec 76 of theCompanies Act 2013) and the Companies (Acceptance of Deposit) Rules 1975 (Companies(Acceptance of Deposit) Rules 2014) to the tune of Rs. 33035000/-. The totaloutstanding of such Public deposits as on the Balance Sheet Date including interest standsat Rs.22022789/-. As per the Companies Act 2013 all the outstanding deposits had to berepaid as on March 31 2016. However the Company Law Board has approved the repayment ofthe outstanding deposits as per the original tenure.

29. Particulars Of Loans Given. Investments Made. Guarantees Given And SecuritiesProvided

Your Company has not given any loan or guarantee to any person or body corporate norinvested in any body corporate during the Financial Y ear under review pursuant to Section186 of Companies Act 2013.

30. Corporate Governance

A detailed Report on Corporate Governance in "ANNEXURE-VI" ManagementDiscussion and Analysis Report and the Certificate from the Auditors of your Companyregarding compliance of conditions of Corporate Governance as stipulated under Regulation34 of the SEBI (LODR) Regulations 2015 forms part of this Report.

31. Obligation of Company under The Sexual Harassment of Women al Workplace(Prevention. Prohibition and Redressall Act. 2013

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee (ICC) to look into complaints relating to sexualharassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and setup the Committee for the implementation of the said policy. The Companyis fully committed to uphold and maintain the dignity of every women working in theCompany.

During the year under review the Company has not received any complaint of harassment.

32. Conservation of Energy. Technology Absorption and Foreign Exchange Earnings andOutgo

Due to non availability of basic raw material the solvent extraction plants were notfully operational and as a result the captive power plant was shut down. HenceConservation of energy and Technology absorption are not applicable.

(a) Conservation of energy: Not Applicable

(b) Technology absorption: Not Applicable

(c) Foreign exchange earnings and Outgo:

During the year the total foreign exchange used was Rs. 1.07 Lac and the total foreignexchange earned was Rs. 413.74 Lac.

33. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.

35. Corporate Social Responsibility (CSRi

Having regard to the Second proviso of Section 135 (5) of the Companies Act 2013 thevalid reason for not spending the amount stood at the Balance Sheet for the Financial Year2015-16 on CSR Activities is that the Company is facing acute Liquidity Crunch as its mainactivity of Solvent Extraction could not be carried out due to non availability of themain Raw Material - Soyabean Seed and as a consequence the Company's Power Plant has alsobeen shut down. Therefore the Company is not even in a position to meet its day to dayexpenses and deposit the various Statutory dues. The Company is running into financialproblems Banks have converted Company's loan into NPA.

In view of the above facts it was extremely difficultfor the Company to spend anyamount towards the CSR activities.

35. Directors' Responsibility Slalemenl

Pursuant to Sectionl 34 (5) of the Companies Act 2013 the Directors confirm that:

a. in the preparation of the annual accounts for the year ended 31 st March 2016 theapplicable accounting standards had been followed along with proper explanation relatingto material departures:

b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 31 stMarch 2016 and of the loss of the company for that period:

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities:

d. the directors had prepared the annual accounts for the period ended 31 st March2016 on a going concern basis.

The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

36. Volina through Electronic Means

Pursuant to the provisions of Section 108 of the Companies Act 2013 read with therules made thereunder and Regulation 44 of the SEBI Listing Regulations 2015 yourCompany has taken necessary steps to make available the facility provide to its membersthe facility to exercise their right to vote by Electronic means for the transactionswhich require approval through Postal Ballot.

37. Listing of Shares

During the period under review the Shares of the company are listed on The Bombay StockExchange Limited (BSE Ltd) and The National Stock Exchange of India Limited (NSELtd).

38. Dematerialization of Company's Shares:

Your company has provided the facility to its share holders for dematerialization oftheir shareholding by entering into an agreement with The National Securities Depositorylimited (NSDL) and Central Depository Services (India) limited (CDSL). The ISIN numberallotted to the company is (INE904G01038). Further the Annual custodian charges for thefinancial year 2015-16 have been paid to CDSL.

39. Secretarial Standards

Your company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India.

40. Acknowledgement

Your Directors wish to place on record their appreciation and sincere thanks to allgovernment agencies banks shareholders vendors and other related organizations whothrough their continued support and co-operation have helped as partners in yourCompany's progress. Your Directors also acknowledge the hard work dedication andcommitment of the employees.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
(Anil Narayan Lonkar)
Place: Nagpur CHAIRMAN &MANAGING DIRECTOR
Date: 5th August 2016 DIN: 00282816