Your Director's have pleasure in presenting the 21st Annual Report togetherwith the Audited Accounts of the Company for the year ended 31 st March 2013.
|Particulars || |
Standalone (Amt in Crores)
Consolidated (Amt in Crores)
|Financial Year ||2012-13 ||2011-12 ||2012-13 ||2011-12 |
|Net Sales/Income from operations ||946.36 ||798.25 ||1469.45 ||1371.02 |
|Other Income ||7.99 ||10.86 ||2.09 ||10.87 |
|Total Expenditure ||894.91 ||754.76 ||1381.01 ||1270.93 |
|Interest ||29.26 ||24.32 ||29.26 ||25.32 |
|Profit after interest but before Depreciation and taxes ||30.18 ||30.03 ||61.26 ||104.49 |
|Depreciation ||8.41 ||6.47 ||8.41 ||6.47 |
|Provision for Taxation (Including Deferred Tax) ||1.08 ||6.39 ||1.08 ||10.62 |
|Net profit After Current Year Tax ||20.67 ||17.17 ||51.77 ||68.55 |
|Short Provision of Tax (Earlier Year) ||0 ||0.42 ||0 ||0 |
|Net Profit ||20.67 ||16.75 ||51.77 ||35.24 |
|Transfer of profit to General Reserve ||0 ||0 ||0 ||0 |
|Paid Up Capital ||170.89 ||53.76 ||170.89 ||53.76 |
|Reserves Excluding Revaluation Reserves ||150.43 ||235.77 ||258.51 ||287.56 |
|Earnings Per Share (Basic) ||0.34 ||1.79 ||0.34 ||1.79 |
|Earnings Per Share (Diluted) ||0.34 ||1.68 ||0.34 ||1.68 |
|Cash Earnings Per Share (Basic) ||0.49 ||2.21 ||0.49 ||2.21 |
|Cash Earnings Per Share (Diluted) ||0.49 ||2.11 ||0.49 ||2.11 |
|Face Value per share ||Re.1/- ||Rs.5/- ||Re.1/- ||Rs. 5/- |
Note: The face value of equity, share for Financial Year 2011-12 was Rs. 5/- per shareand for Financial Year 2012-13 was Re. 1/- share after the split in share with effect from22.03.2013
During the year under review the company's net income from operations is Rs 946.36Crores as against Rs 798.14 Crores in the previous year. Profit after interest but beforedepreciation and tax has increased from Rs. 30.03 Crores in year 2011 -12 to Rs 30.18Crores in year 2012-13.
During the year under review the company's net income from operations is Rs 1469.45Crores as against Rs 1371.02 Crores in the previous year.
In view of the expansion program being currently undertaken by the company, yourdirectors do not recommend any dividend for the current year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:
The Dividends declared by the Company which remain unpaid / unclaimed for a period ofSeven (7) years are required to transfer to the Investor Education & Protection Fund(IEPF) established by the Central Government pursuant to Section 205C of the CompaniesAct, 1956. The Members are requested to claim their unpaid / unclaimed Dividend, if any,declares and paid for the financial years, 2006 - 07,2007- 08, 2008- 09. The details ofshareholders who are entitled to get this un-claimed /un-paid dividend are annexed hereto& posted on the Company's Website too.
Mr. V.D.Bhagade and Mr.S.R.Khankhoje, the Directors of the company, are liable toretire by rotation at the ensuing Annual General Meeting and are being eligible, offersthemselves for reappointment.
ISSUE & ALLOTMENT OF EQUITY SHARES UPON CONVERSION OF EQUITY SHARE WARRANTS, ISSUEOF BONUS SHARES AND SUBDIVISION OF EQUITY SHARES.
1. Issue and allotment of Equity Shares upon conversion of Equity shares Warrants:
Your Directors issued and allotted balance 64,00,000 equity shares of Rs. 5/- each at apremium of Rs. 13/- per share upon the conversion of 64,00,000 equity share warrant(erstwhile 32,00,000 equity share warrant of Rs. 10/- each at premium of Rs. 26/-per sharewarrant issued and allotted on 03/12/2010) on 30th April 2012. The balancesubscription amount from the holder of these share warrants were already received inMarch-2012. These shares were listed on the Bombay Stock Exchange and the National StockExchange.
2. Subdivision of Equity Shares:
The equity shares of the company are listed on Bombay Stock Exchange Limited ('BSE')& at The National Stock Exchange CNSE') and are actively traded on both the exchanges.
In order to further improve the liquidity of company's Shares in the stock market andto make it more affordable to the small investors, your directors considered it desirableto sub-divide each of nominal value of the Equity Shares of the company from 1 (One)Equity Share of Rs. 5/- each into 5 (Five) Equity Shares of Rs. 1/- each.
The Sub- Division becomes effective from 22nd March 2013 and pursuant to beSub-Division, the new ISIN No. allotted to the company is INE904G01038
3. Issue of Bonus Shares:
During the year under review your Directors also decided to reward shareholders andissued and allotted Bonus Shares in the proportion of 2 (Two) new Equity Shares of thecompany of Re 1/- (Re One) each for every 1 (One) existing Equity Shares of Re 1/- (ReOne) each held by the shareholders on record date (22nd March 2013) by capitalizing itspast profit and Free Reserves.
These shares were listed on the Bombay Stock Exchange and the National Stock Exchange
Subsequent to the allotment of shares under 1 and 3 above and sub-division of sharesunder 2 above, the issued, subscribed and paid up share capital of the company standsincreased as at 31st March 2013 to Rs. 17089.31 Lacs represented by170,89,31,700 equity shares of Re 1/- each fully paid up and the authorized share capitalstands increased as at 31st March 2013 to Rs. 17100.00 Lacs represented by171,00,00,000 equity shares with a Face Value of Re 1 /- each.
Expansion Project: Your directors have pleasure in informing you that during theyear under review, The Company has successfully expanded their New oil repacking divisionand Completed the additional Go-down for its raw material / Finished Goods.
Value Added Projects: The Aqua feed plant started its commercial operationduring the last quarter of the financial year 12-13. With the starting of Commercialoperation at unit Wani, your company has become one of the major Aqua Feed processingunits in Vidarbha region. In addition to above, the Company had started their other valuedadded products such as Soya Hi-Pro, Soya Flour etc. The quality of finished products fromthe new unit has been well accepted in the Market within the shortest span of time.
Value Added Project Under Capex: As mentioned in last Annual Report regardingthe expansion of more business opportunity, your directors have pleasure in informingyou that the company has undertaken Powder lecithin project which is a verticalIntegration of existing plant / projects. Which would become commercially operational inthe current financial year of 2013 -14 and will certainly offer long term economy and willimprove the commercial viability of the overall operation of your company.
All the assets (Fixed/Current) of your Company are adequately insured.
INTEREST ON LOAN TO WHOLLY OWNED SUBSIDIARY:
During the financial year review, your company has further given loans to its whollyowned subsidiary "RPL International FZE Sharjha" for carrying out the tradingbusiness activity. For the Financial Year 2012-13 the company has charged interest @2.50%per annam above LIBOR on the loans given to the subsidiary from time to time as per theterms and conditions of the agreement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGOINGS:
Additional information in accordance with the provisions of Section 217 (l)(e) of theCompanies Act, 1956, read with the Companies (Disclosure of particulars in the Report ofBoard of Directors) Rules, 1988 and forming part of the Director's Report:
1. CONSERVATION OF ENERGY:
a) The Company closely monitors energy-consuming equipment and makes optimum use ofsteam by reusing the condensates from Solvent Plant for Boiler. The measures taken abovefor reduction in energy consumption are expected to bring about a saving in cost ofproduction. Total energy consumption per unit of production is as follows:"FORMA"
Form for Disclosure of Particulars with respect to Conservation of energy. A) POWER ANDFUEL CONSUMPTION
|Sr. No. ||PARTICULARS || |
| || ||2012-2013 ||2011-2012 |
|1 ||Electricity || || |
| ||A) Purchased Units(K.W.H.) ||1378364 Units ||810000 Units |
| ||Total Amount (Rs.) ||Rs. 99399580 ||Rs. 6403390 |
| ||Rate (Rs./Unit) ||Rs. 7.21/-Per Unit ||Rs. 7.91 Per Units |
|B) ||Own Generation (Net of Auxilliary) ||49095 MW ||50009 MW |
|2 ||Coal for generation of steam (Usage in Boiler) || || |
| ||Quality of Coal used:"STEAM & ROM" || || |
| ||Quantity (in Mt). ||79553.156 ||92325.252 |
| ||Total Cost (Rs.) ||Rs. 305017526 ||Rs. 361643826 |
| ||Average Rate (Rs./Mt). ||3834.13/Mt ||3917.06/Mt |
B) CONSUMPTION PER TON OF RAW MATERIAL PROCESSED (OIL SEEDS PROCESSED)
|Sr. No. ||PARTICULARS || || |
| || || ||2012-2013 ||2011-2012 |
|1 ||Weight in MT (Seed Crushing) Electricity (Units Per MT of Input) ||16376691 ||244771.144 ||287809.627 |
| || || ||66.91 ||67.69 |
|2 ||Coal / Fuel Consumption (In MT per MT of Input) ||17541.755 ||0.072 ||0.060 |
Form for disclosure of particulars in respect of Technology/Absorption, Adaptation andInnovation.
A) RESEARCH AND DEVELOPMENT.
1. The Company is keeping a close watch on activities conducted by SOPA for developingand identifying new, high yielding varieties of Soya seeds. Besides this the company alsocarries out research & development activities for developing various values added Soyabased health products.
2. The company associates with Soybean Processors Association of India (SOPA) to makequality seeds available to the farmers.
3. Apart from the above, future R&D Plans of the Company shall consist of reductionin Coal, Power and Hexane consumption per Ton of Raw materials Processed by improving theproduction process and/or expanding production capacity.
4. Expenditure on R&D.
|Sr. No. ||PARTICULARS || |
| || ||2012-2013 ||2011-2012 |
| || ||Amount (Rs Lakh) ||Amount (Rs Lakh) |
|I) ||Capital ||Nil ||Nil |
|ii) ||Recurring ||0.059 ||0.061 |
|iii) ||Total ||0.059 ||0.061 |
|iv) ||As % of turnover || ||- |
B) TECHNOLOGY ABSORTION AND INNOVATION:
No technology has been imported by the Company as yet.
C) FOREIGN EXCHANGE EARNINGS & OUTGOINGS:
|Sr. No. ||Earning/ Outgoings ||Foreign Currency ||Amount Foreign Currency ||Amount in Indian Rupees (in Lacs) ||Remarks |
|(a) ||Earnings ||USD ||7963713 ||4528.47 ||Export of Finished Goods |
|(a) ||Earnings ||- ||- ||- || |
| ||Total Earnings || ||7963713 ||4528.47 || |
|(a) ||Out goings ||EUR ||12586.05 ||8.90 ||Travelling Consultancy |
|(b) ||Out goings ||USD ||28207.40 ||15.34 ||and professional fees |
|(c) ||Out goings ||AED ||15978.87 ||2.49 || |
| ||Total Outgoings || || ||26.73 ||- |
D) PARTICULARS OF EMPLOYEES:
During the year no employee whether employed for the whole year or part of the year wasdrawing remuneration exceeding the limit as laid down under section 217 (2A) of theCompanies Act, 1956 read with the companies (particulars of employees) Rules 1975 asamended.
E) PUBLIC DEPOSITS:
The Company has neither invited nor accepted any deposit during the year within themeaning of section 58 (A) of the companies Act 1956 read with the companies (acceptance ofdeposit) Rules 1975.
1. The Auditors of the company M/S. V.N. Bhuwania & Co., Chartered Accountants holdoffice until the conclusion of this Annual General Meeting and being eligible offersthemselves for reappointment. They have furnished a certificate that their reappointmentif made shall be within the statutory limits specified in section 224(1) of the CompaniesAct, 1956.
2. The Ministry of Corporate Affairs (MCA) vide its circular dated 2nd May ,2011mandated all the Listed Companies to get its cost accounting records audited by the CostAuditor who shall be the Cost Accountant, holding valid certificate of practice under theprovisions of Cost & Works Accountant Act, 1959.
In this context the Company has appointed M/s SNM & Associates Cost Accountants,Nagpur, for
a) Undertaking Cost Compliance for the Financial Year 2011-12. The Cost Compliancereport is attached herewith.
b) For conducting the Cost Audit for Financial Year 2012-13.
c) For conducting the Cost Audit for Financial Year 2013-14.
G) DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217 (2 AA) of the Companies Act, 1956 withrespect to Director's Responsibilities Statement, it is hereby confirmed.
(i) That in preparation of the annual accounts for the financial year ended 31 stMarch, 2013; the applicable accounting standards have been followed along with properexplanation relating to material departures.
(ii) That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review.
(iii) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(iv) That the directors have prepared the accounts for the financial year ended 31stMarch, 2013 on a 'going concern' basis.
H) AUDIT COMMITTEE
The company has complied with the provisions of section 292A of the Companies Act 1956as regards formation of the Audit Committee. Its composition and recommendations, if any,have been included in the report of Corporate Governance which itself is a part of theDirector's Report.
I) DISCLOSURE AS PER SCHEDULE XIII OF THE COMPANIES ACT 1956
The particulars of the remuneration paid to the directors of the Company have beendisclosed under the heading "Remuneration Committee" which forms part of theCorporate Governance Report.
J) CORPORATE GOVERNANCE
The Company has been proactive in following the principles and practice of goodcorporate governance. The company has taken adequate steps to ensure that the conditionsof corporate governance as stipulated in Clause 49 of the Listing Agreement of the StockExchange are complied with.
A separate statement on corporate governance is enclosed as a part of the Annual Reportalong with the Auditor's Certificate on its compliance.
K) RELATED PARTY DISCLOSURE
Disclosure as required by the Accounting Standard-18" Related PartyDisclosure" is given in Note No. 44 in Notes to Accounts.
L) LISTING OF SHARES
During the period under review the Shares of the company are listed on The Bombay StockExchange Limited and also on National Stock exchange limited.
The particulars of the name and address of the Stock Exchange is as follows:
|Sr. No ||Name of the Stock Exchange where the shares of the company is listed. ||Address of the Stock Exchange ||Listing Fees |
|1. ||The Bombay Stock Exchange Limited ||P. J. Towers Dalai Street Mumbai - 400023 ||Paid for the financial year 2013-14 |
|2. ||The National Stock Exchange Limited ||Exchange Plaza, Bandra Kurla Complex, Bandra (E) Mumbai-400051 ||Paid for the financial year 2013-14 |
M) DEMATERILIZATION 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 2013-14 have been paid to NSDL and CDSL.
Your Directors wish to thank and acknowledge the co-operation and the assistanceextended by the Government of India, Government of Maharashtra, State Bank of India,Industrial Finance Branch Nagpur, IDBI Wani, IDBI Dharampeth Branch Nagpur, Bank of India,Bank of Baroda, Karur Vysya Bank, Vijay Bank and the company's Shareholders.
Yours Directors also wish to place on record their deep sense of appreciation for thededicated services rendered by Executives, staff and workers of the Company.
| ||For and on behalf of the Board of Directors, |
|Place: Nagpur. ||(A. N. LONKAR) |
|Date : 16.05.2013 ||Chairman & Managing Director |