Rasoya Proteins Ltd

Dear Members,

Your Director's have pleasure in presenting the 20th Annual Report together with theAudited Accounts of the Company for the year ended 31st March 2012.

FINANCIALRESULTS:

PERFORMANCE REVIEW:

During the year under review the company's net income from operations is Rs 798.25Crores as against Rs 416.90 Crores in the previous year. Profit after interest but beforedepreciation and tax has increased from Rs.14.55 Crores in year 2010-11 to Rs.15.48 Croresin year 2011-12. Your company has been successful in maintaining steadyperformance both interms of sales and profitability during the year under review.

DIVIDEND:

In view of the expansion program being currently undertaken by the company, yourdirectors do not recommend any dividend for the current year under review.

DIRECTORS:

Mr.A.N. Deshpande and Mr P.D. Mujumdar, the Directors of the company, are liable toretire by rotation at the ensuing Annual General Meeting and are being eligible, offersthemselves for reappointment.

SUBSCRIPTION MONEY AGAINST THE ISSUE OF EQUITY SHARE WARRANTS:

1. The Company have issued and allotted 5 8Lacs Equity Share Warrants of Rs 10/- eachat a premium of Rs.26/- per share warrants with a rights to convert each share warrantsinto one equity share of Rs.10/- each at a premium of Rs.26 per share to the promoters andpersons other thanpromoters on apreferential basis on 19th December 2009. On the date ofallotment the company had received 25% amount as subscription money and the balance 75%was received during the financial year 2010-11. During the financial year under review, on30thApril 2011,5800000 equity shares of Rs.10/- each at a premium of Rs.26/-per share wereissued and allotted upon conversion of 5800000 Equity share warrants of Rs. 10/- eachissued at a premium of Rs.26/- per share warrants. These shares were listed on BombayStock Exchange.

During2. the financial year under review there was sub-division in each of thecompany's Equity Share of Rs. 107- (Rupees Ten Only) each in the issued, subscribed andpaid up capital of the Company into 2 (Two) Equity Shares of the Face Value of Rs. 5/-(Rupees Five Only) each fully paid up.

3. Your Directors issued and allotted 100 Lacs Equity Share Warrants of Rs 10/- each ata premium of Rs.26/- per share warrants with a rights to convert each share warrants intoone equity share of Rs.10/- each at a premium of Rs.26 per share to the promoters andpersons other than promoters on a preferential basis on 03.12.2010. On the date of issuethe company had received 26 % amount aggregating to Rs. 932 Lacs towards subscriptionmoney. The Balance subscription amount aggregating to Rs. 2668 Lacs was supposed to bereceived within a period of 18 months from the date of allotment. During the financialyear under review, your company received the balance subscription amount aggregating toRs.2668.00 Lacs from the persons to whom the share warrants were allotted. Pursuant tobalance subscription received and the sub-division of equity shares, the company allotted1,36,00,000 equity shares of Rs.5/- each at a premium of Rs.13/- per share upon conversionof 1,36,00,000 Equity share warrants (erstwhile 6800000 equity share warrants of Rs.10/-each at a premium of Rs.26/- per share ) and allotted the balance 6400000 equity shares ofRs.5/- each at apremium of Rs.13/- per share upon conversion of 6400000 equity sharewarrants (erstwhile 3200000 equity share warrants of Rs.10/- each at a premium of Rs.26/-per share) on 30thApril 2012. Listing application has been made to Bombay Stock Exchangeand theNational Stock Exchange and isunderprocess.

Subsequent to the allotment under 1 and 3 above, and sub division of shares , the sharecapital of the company stands increased as at 31st March 2012 to Rs.5376.44 Lacsrepresentedby 10,75,28,780 Equity shares of Rs. 51- each.

The aforesaid issue to promoters and the persons other than the promoters onpreferential basis are being made to finance the Expansion plans, forward integrationprojects and for augmenting working capital requirements of the Company.

The proceeds of the issue will be/is/are utilized for capital expenditure of theproposed expansion plans, for meeting working capital requirements of the company and alsofor general corporate purposes. The details of amount received through the balancesubscriptionmoney andthe utilization of funds till 31st March 2012 is asunder.

SUB DIVISION OFEQUITY SHARE:

The equity shares of the Company are listed on Bombay Stock Exchange Limited ('BSE')and at National Stock Exchange ('NSE') and are actively traded on both the exchanges.

In order to improve the liquidity of the Company's shares in the stock market and tomake it more affordable to the small investors, your directors considered it desirable tosub-divide each of nominal value of the Equity Share of the Company from 1 (One) EquityShare of Rs. 107- each into 2 (Two) equity shares of Rs.5/- each.

The sub division becomes effective from 20th June 2011 and pursuant to the subdivisionthe New ISIN number allotted tothecompany is 1NE904GO1020. \

• Expansion Project: Your directors have pleasure in informing you thatduring the year under review, the Solvent Extraction Plant and Vegetable Oil Refinerybecome operational in Buldhana districts of Maharashtra. With the starting of Extractionunit at Buldhana, your company has become one of the major soya processing units inVidarbha region. The quality of finished products from the new unit has been well acceptedin the Market within the shortest span of time.

• ValueAdded Project: With aview to expand more business opportunity,your directors have pleasure in informing you that the company has undertaken various soyabased value added projects which would be commissioned in financial year 2012-13 and willcertainly offer long term economy and stability to the existing operations.

INSURANCE:

All theassets (Fixed/Current) of your Company are adequately insured.

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:

A) POWER AND FUEL CONSUMPTION

B) CONSUMPTION PER TON OF RAW MATERIAL PROCESSED (OIL SEEDS PROCESSED)

"FORM B"

Form for disclosure of particulars in respect of Technology/Absorption, Adaptation andInnovation.

A) RESEARCH AND DEVELOPMENT:

1. The Company is keepinga closewatchon activitiesconducted by SOPA for developing andidentifying new,high yieldingvarietiesof Soya seeds. Besidesthis the company alsocarriesout research & developmentactivitiesfor developingvariousvaluesaddedSoyabasedhealthproducts.

2. The company associateswithSoybeanProcessorsAssociationof India (SOPA)to make qualityseedsavailableto 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.

B) TECHNOLOGYABSORTIIONAND INNOVATION:

No technology has been imported by the Company as yet.

C) FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

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.

F) AUDITORS:

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

G) DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 withrespect to Director's Responsibilities Statement, it ishereby confirmed.

(i) That in the preparation of the annual accounts for the financial year ended 31stMarch, 2012; 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, 2012 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 anyhave been included in the report of Corporate Governance which itself is apart of theDirector's Report.

I) DISCLOSUREAS PER SCHEDULE XIII OFTHE COMPANIESACT 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 PARTYDISCLOSURE:

Disclosure as required by the Accounting Standard-18"Related PartyDisclosure" is given inNote No. 43.

L) LISTING OF SHARES:

Shares of the company are listed on The Bombay Stock Exchange Limited. Further Duringthe financial year under review, shares are also listed on National Stock exchange limitedand available for trading with effect from 12th December 2011.

The company has applied to both the stock exchange for listing of 1,36,00,000 equityshares of Rs.5/- each issued and allotted in March 2012 at a premium of Rs. 13/- per shareupon conversion of 1,36,00,000 Equity share warrants (erstwhile 6800000 equity sharewarrants of Rs. 10/- each at a premium of Rs.26/- per share) and the application is underprocess as on 31st March 2012.

The particulars of the name and address of the Stock Exchange is as follows.

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 (INE904G01020). Further the Annual custodian charges forthefinancial year 2012-13 have been paid to NSDL and CDSL.

N) ACKNOWLEDGEMENT:

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 IndiaCorporate Banking Branch Nagpur, Bank of Baroda, Karur Vysya Bank, and the 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 andon behalf of the Board of Directors,