Rasoya Proteins Ltd

BSE: 14390 | NSE: 531522 | ISIN: INE904G01038 
Market Cap: [Rs.Cr.] 2,930.76 | Face Value: [Rs.] 1
Industry: Solvent Extraction

Director's Report
DIRECTOR

Dear Members,

Your Director's have pleasure in presenting the 22nd Annual Report together with theAudited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS:

Particulars

Financial Year (Amount in Crores)

Standalone

Consolidated

2013-14 2012-13 2013-14 2012-13
Net Revenue from operations 1196.75 946.36 1686.17 1469.45
Other Income 7.40 7.45 7.40 1.55
Total Expenditure 1129.20 903.95 1591.66 1390.03
Interest 37.66 28.11 42.79 28.11
Profit after interest but before Depreciation and taxes 48.19 30.16 70.01 61.26
Depreciation 10.90 8.41 10.90 8.41
Provision for Taxation (Including Deferred Tax ) 5.13 1.08 5.13 1.08
Net profit After Current Year Tax 32.15 20.67 53.98 51.77
Short Provision of Tax (Earlier Year) 0.00 0.00 0.00 0.00
Net Profit 32.15 20.67 53.98 51.77
Transfer of profit to General Reserve 0.00 0.00 0.00 0.00
Paid Up Capital 170.89 170.89 170.89 170.89
Reserves Excluding Revaluation Reserves 235.77 150.43 302.64 258.51
Earnings Per Share (Basic) 0.19 0.35 0.32 0.87
Earnings Per Share (Diluted) 0.19 0.35 0.32 0.87
Face Value per Share 1.00 1.00 1.00 1.00

PERFORMANCE REVIEW: STANDALONE:

During the year under review, the company's net revenue from operations is Rs. 1196.75Crores as against Rs 946.36 Crores in the previous year. Profit after interest but beforedepreciation and tax has increased from Rs.30.16 Crores in year 2012-13 to Rs. 48.19Crores in year 2013-14.

CONSOLIDATED:

During the year under review the company's net revenue from operations is Rs. 1686.17Crores as against Rs 1469.45 Crores in the previous year 2012-13. Profit after interestbut before depreciation and tax has increased from Rs.61.26 Crores in the previous year2012-13 to Rs 70.01 Crores in year 2013-14.

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.

UNCLAIMED DIVIDEND:

The Dividends declared by the Company which remain unpaid / unclaimed for a period ofSeven (7) years are required to transferred to the Investor Education & ProtectionFund ( IEPF) established by the Central Government pursuant to Section 125 of the theCompanies Act, 2013. The Members are, therefore, requested to claim their unclaimedDividend , if any declared for the financial years, 2006 - 07, 2007- 08, 2008- 09 . Incompliance to the provisions of section 125, the dividend for the Financial Year 2006-2007 declared at Annual General Meeting held on 15th June, 2007 remaining unclaimed is duefor transfer on 15th June 2014.

DIRECTORS:

In accordance with the provisions of section 152 of the new Companies Act 2013 Mr.Sameer Y. Damle, the Executive Director of the company, is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Further, Mr. A. K. Singh Executive Director has tendered his resignation to the Boardin May, 2014. He has been associated with the Company from last 18 years. The resignationhas been duly accepted by the Board. The Board places on record its sincere appreciationfor the valuable services rendered by Mr. A. K. Singh during his tenure.

BUSINESS OUTLOOK:

As a result of constant pursuing of the endeavor to produce new quality products, yourCompany has introduced the value added products in FOOD & FEED Category in soyasegment , in addition to the existing products. These products have been well accepted inthe Domestic & International Market and have shown very encouraging demand. For thevegetarian population in domestic market, Soya food products which are protein rich haveemerged as very good substitute to non-veg. In view of this fact , your company is settingup "SOYA NUGGET" (Soya Wadi/Soya Chunks) Plant at Village Wanjari District Wani,in FY 2014-15

Similarly, to meet the increasing domestic market demand of Edible Oil, your company issetting up New Oil Refinery at Village Wanjari, District Wani in FY2014-15to coverthe Newrange of Refined oils viz. Sunflower, Cotton Seed , Rice Bran in addition to existing Soyabean Oil. The company has already launched its new product Sunflower Refined Oil in theBrand name of "SUNSAFE", which is showing very good Market response.

Due to increasing global awareness about High Protein Contents & other Nutritionalvalues of Soyabean, the soya products/derivatives are preferred by health consciouspopulation worldwide and are very much in demand.

Your company foresees optimistic business scenario due to increasing international& domestic demand for the various Soya Derivatives which happens to be its mainbusiness segment.

INCORPORATION OF WHOLLY OWNED SUBSIDIARY COMPANY OUTSIDE INDIA:

Your Directors are pleased to inform you that your company is in the process offormation of a wholly Owned Subsidiary Company in Honk Kong. With an object of dealing inSoya & Soya based derivatives in south East Asian Countries. The Subsidiary will comeinto operation in the financial year 2014-15. Your directors are of the opinion that theoperations of the subsidiary will further strengthen the Company's standing in the growingglobal market.

EXTERNAL RATING:

Your Company has appointed Credit Analysis & Research (CARE) Ltd. for rating of itsvarious credit facilities. The rating of your Company has been upgraded from "CAREBB+" (Double B Pius) to "CARE BBB -"(Triple B Minus) for Long Termfacilities and "CARE A 4" (A Four) to CARE A3 (A Three) for short termfacilities.

INSURANCE:

All the assets (Movable/Immovable) of your Company are adequately insured. Similarlyall the employees and workers of your Company are also covered under Accidental andMediclaim Insurance as well as under Worskmen Compensation Policy.

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 the Companies Act, 2013 andRules made there under which needs to be disclosed in the Director's Report.

PUBLIC DEPOSITS:

During the financial year 2013-14, your Company has accepted Public Deposit to the tuneof Rs. 33035000/- as per the provisions contained in section 58A of Companies Act 1956read with Companies (Acceptance of Deposits) Rules 1975. The total outstanding of suchPublic deposits as on the Balance Sheet Date stands at Rs. 32347000/-

There were no such deposits which have matured and have not been claimed by Depositoror have not been paid by the Company after the due date.

AUDITORS:

STATUTORY AUDITORS:

The Auditors of the company M/S. V.N. Bhuwania & Co., Chartered Accountants holdoffice till the conclusion of ensuing Annual General Meeting and being eligible offersthemselves for reappointment. They have furnished a certificate that their reappointmentif made shall be within the statutory limits, and within the term specified in section 141of the Companies Act, 2013 and they are not disqualified for appointment under theprovisions of Companies Act 2013 and rules and regulations made therein.

AUDITORS REPORT.

There are no observations or qualifications or adverse remarks in the Auditor's Reportwhich needs further comments or clarifications and the notes to accounts are selfexplanatory.

COST AUDITORS:

Pursuant to provisions of section 148 of the Companies Act 2013 and the CentralGovernment Order directing the audit of company's cost accounts audited by the CostAuditor who shall be the Cost Accountant, holding valid certificate of practice under theprovisions of Cost & Works Accountant Act, 1959, the Board of Directors of yourCompany has appointed, on the recommendations of audit committee, M/s SNM &Associates, Cost Accountants, Nagpur, for conducting the Cost Audit for Financial Year2014-15

The Cost Auditors have furnished a Certificate of their eligibility for appointmentUnder Section 148 of the Companies Act 2013, Certificate for independence and arms lengthrelationship with the Company and are not disqualified for such appointment

COST AUDITORS' REPORT:

The Company is in receipt of Cost Audit Report pertaining to Financial Year 2012-13from M/S SNM & Associates, Cost Accountants, pursuant to the Circular No. 15/2011Dated 11th, April, 2011 issued by Ministry of Corporate Affair (MCA). There are noobservations or qualifications or adverse remarks in the Cost Auditor's Report which needsfurther comments or clarifications and the notes to accounts are self explanatory.

EVENTS OCCURING AFTER THE BALANCE DATE:

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

RISK MANAGEMENT REPORT:

Your company has taken adequate measures to mitigate the risks associated with the riskof commodity market fluctuation, fluctuations in the foreign exchange.

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

(I) That in the preparation of the annual accounts for the financial year ended 31stMarch, 2014; 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, 2014 on a 'going concern'basis.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Listing Agreements entered into with the Stock Exchanges, aconsolidated financial statement of the Company is attached. The consolidated financialstatement has been prepared in accordance with the applicable accounting standards asprescribed under the Act. The consolidated financial statement discloses the assets,liabilities, income, expenses and other details of the Company and its subsidiary.

AUDIT COMMITTEE:

The company has complied with the provisions of section 177 of the Companies Act 2013as regards formation of the Audit Committee. Its composition and recommendations if anyhave been included in the report of Corporate Governance which itself is a part of theDirector's Report.

DIRECTOR'S REMUNERATION:

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.

LOANS & ADVANCES:

Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchangesregarding Loans and Advances in the nature of loans given to subsidiaries, associates andothers and investment in shares of the Company by such Companies is given as under:

i) Name of Subsidiary: RPL International FZE, Sharjha

ii) Loans to Subsidiary during the year under review: Nil

iii) Maximum Outstanding during the year under review: Rs. 156.06 crores

iv) Outstanding at the end of the year under review: Rs. 156.06 crores

ESTABLISHMENT OF VIGIL MECHANISM:

As per the provisions of section 177 of Companies Act, 2013 and as per amendment in theClause 49 of Listing Agreement, your Company has started working on formulation ofVigilMechanism /Whistle Blower Policy to provide appropriate avenues to the employees to bringto the attention of the management any issue which is perceived to be in violation of orin conflict with the fundamental business principles of the Company.

VOTING THROUGH ELECTRONIC MEANS

Pursuant to section 108 of the Companies Act, 2013 and Clause 35B of the amendedListing Agreement, your Company is taking necessary steps to make available the facilityprovide to its members the facility to exercise their right to vote by Electronic meansfor the transactions which require approval through Postal Ballot. This facility will bemade available to all the members in financial year 2014-15.

CONSERVATION OF ENERGY, TECHNOLOGYABSOPRTION AND FOREIGN EXCHANGE EARNINSGS/OUTGOINGS:

Additional information in accordance with the provisions of Section 217(1) (e) of theCompanies Act, 1956, read with the Companies (Disclosure particulars in the Report of theBoard of Directors) Rules, 1988 and forming part of the Director's Report:

A. CONSERVATION OF ENERGY:

The Company closely monitors energy consumption equipments 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:

"FORM A"

Form for Disclosure of particulars with respect to Conservation of energy.

A) POWER AND FUEL CONSUMPTION

PARTICULARS

FINANCIAL YEAR

2013-14 2012-13
Electricity
A)Purchased Units(K.W.H.) Units 2523327 1378364
Total Amount (Rs.) Rs. 21483720.37 9939580.46
Rate (RsAlnit) Rate Per unit 8.51 7.21
B) Own Generation (Net of Auxiliary) MW 39079376 49095325.85
Coal for generation of steam (Usage in Boiler)
Quality of Coal used:"STEAM & ROM"
Quantity (in Mt). MT 62124.314 79553.156
Total Cost (Rs.) Rs. 242568307.71 305082891.6
Average Rate (Rs./Mt). Rs. PMT 3904.56 3834.96

 

PARTICULARS

FINANCIAL YEAR

2013-14 2012-13
Weight in MT (Seed Crushing) 279170.700 244771.144
Electricity (Units Per MT of Input) 15085839 54.04 66.91
Coal/Fuel Consumption) (In MT per MT of Input) 0.000 0.072

"FORM B"

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 Sdevelopment activities for developing various values added soyabased health products.

2. The company associates with Soya bean 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 :

FINANCIAL YEAR

PARTICULARS 2013-14 Amount (Rs. Lacs) 2012-13 Amount (Rs. Lacs)
Capital Nil Nil
Recurring 0.66 0.059
Total 0.66 0.059
As % of turnover -

B) TECHNOLOGY ABSORTION AND INNOVATION :

No technology has been imported by the Company as yet.

C) FOREIGN EXCHANGE EARNING & OUTGOING:

Earnings/Outgoings Foreign Currency Amount Foreign Currency Amount in Indian Rupees (In Lacs) Remarks
Earnings USD 17476222.30 10949.16
Earnings EUR 32302.60 27.50
Total Earnings 10976.66
Out goings EUR 9987.74 8.34 Professional Fees
Out goings USD 35006.58 21.75 Professional Fees
Out goings USD 19043.04 11.47 Brokerage
AED 4017.40 0.64 Travelling Expenses
HKD 13510.00 1.25 Travelling Expenses
Total Outgoings 43.46

For and on behalf of the Board of Directors,

A.N. Lonkar

(Chairman & Managing Director)

Place: Nagpur Date: 30th May, 2014

   
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Key Information

Key Executives:

A N Lonkar , Chairman & Managing Director

P G Duchakke , Executive Director

V D Bhagade , Director

S R Khankhoje , Director


Company Head Office / Quarters:

Wanjari Village,
Wani Taluka,
Yavatmal,
Maharashtra-445304
Phone : Maharashtra-91-07239-225901/2/3/4 / Maharashtra-
Fax : Maharashtra-91-07239-226190 / Maharashtra-
E-mail :
Web : http://www.rasoyaproteins.in

Registrars:

System Support Services
209 Shivai Indl.Est.,89 Andheri Kurla Rd.,Sakinaka Andheri (E),Mumbai - 400 072

 
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