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Rasoya Proteins Ltd

BSE: 531522 | NSE: RASOYPR ISIN: INE904G01038
Market Cap: [Rs.Cr.] 46.14 Face Value: [Rs.] 1
Industry: Solvent Extraction

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Director's Report

Dear Members,

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



Financial Year (Amount in Crores)



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


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


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


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


The Dividends declared by the Company which remain unpaid / unclaimed for a period of Seven (7) years are required to transferred to the Investor Education & Protection Fund ( IEPF) established by the Central Government pursuant to Section 125 of the the Companies Act, 2013. The Members are, therefore, requested to claim their unclaimed Dividend , if any declared for the financial years, 2006 - 07, 2007- 08, 2008- 09 . In compliance 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 due for transfer on 15th June 2014.


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 at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

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


As a result of constant pursuing of the endeavor to produce new quality products, your Company has introduced the value added products in FOOD & FEED Category in soya segment , in addition to the existing products. These products have been well accepted in the Domestic & International Market and have shown very encouraging demand. For the vegetarian population in domestic market, Soya food products which are protein rich have emerged as very good substitute to non-veg. In view of this fact , your company is setting up "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 is setting up New Oil Refinery at Village Wanjari, District Wani in FY2014-15to coverthe New range of Refined oils viz. Sunflower, Cotton Seed , Rice Bran in addition to existing Soya bean Oil. The company has already launched its new product Sunflower Refined Oil in the Brand name of "SUNSAFE", which is showing very good Market response.

Due to increasing global awareness about High Protein Contents & other Nutritional values of Soyabean, the soya products/derivatives are preferred by health conscious population 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 main business segment.


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


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


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


During the year no employee whether employed for the whole year or part of the year was drawing remuneration exceeding the limit as laid down under the Companies Act, 2013 and Rules made there under which needs to be disclosed in the Director's Report.


During the financial year 2013-14, your Company has accepted Public Deposit to the tune of Rs. 33035000/- as per the provisions contained in section 58A of Companies Act 1956 read with Companies (Acceptance of Deposits) Rules 1975. The total outstanding of such Public 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 Depositor or have not been paid by the Company after the due date.



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


There are no observations or qualifications or adverse remarks in the Auditor's Report which needs further comments or clarifications and the notes to accounts are self explanatory.


Pursuant to provisions of section 148 of the Companies Act 2013 and the Central Government Order directing the audit of company's cost accounts audited by the Cost Auditor who shall be the Cost Accountant, holding valid certificate of practice under the provisions of Cost & Works Accountant Act, 1959, the Board of Directors of your Company has appointed, on the recommendations of audit committee, M/s SNM & Associates, Cost Accountants, Nagpur, for conducting the Cost Audit for Financial Year 2014-15

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


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


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


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


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

(I) That in the preparation of the annual accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial 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 of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the accounts for the financial year ended 31st March, 2014 on a 'going concern'basis.


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


The company has complied with the provisions of section 177 of the Companies Act 2013 as 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 the Director's Report.


The particulars of the remuneration paid to the directors of the Company have been disclosed under the heading "Remuneration Committee" which forms part of the Corporate Governance Report.


Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges regarding Loans and Advances in the nature of loans given to subsidiaries, associates and others 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


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


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


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


The Company closely monitors energy consumption equipments and makes optimum use of steam by reusing the condensates from Solvent Plant for Boiler. The measures taken above for reduction in energy consumption are expected to bring about a saving in cost of production. Total energy consumption per unit of production is as follows:


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




2013-14 2012-13
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




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 for disclosure of particulars in respect of Technology/Absorption, Adaptation and Innovation.


1. The company is keeping a close watch on activities conducted by SOPA for developing and identifying new. High yielding varieties of soya seeds. Besides this the company also carries out research Sdevelopment activities for developing various values added soya based health products.

2. The company associates with Soya bean Processors Association of India(SOPA) to make quality seeds available to the farmers.

3. Apart from the above, future R&D Plans of the Company shall consist of reduction in Coal, Power and Hexane consumption per Ton of Raw materials Processed by Improving the production process and/or expanding production capacity.

4. Expenditure on R&D :


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 -


No technology has been imported by the Company as yet.


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

S R Khankhoje , Director

A N Deshpande , Director

Company Head Office / Quarters:

Wanjari Village,
Wani Taluka,
Phone : Maharashtra-91-7239-225901/225902/225903/225904 / Maharashtra-
Fax : Maharashtra-91-7239-226190 / Maharashtra-
E-mail : sameer@rasoyaproteins.com/cs@rasoyaproteins.in
Web : http://www.rasoyaproteins.in


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

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